TPG Telecom Limited
Annual Report 2014

Plain-text annual report

2014 ANNUAL REPORT TPG Telecom Limited and its controlled entities ABN 46 093 058 069 Annual Report Year ended 31 July 2014 TPG Telecom Limited and its controlled entities Annual report For the year ended 31 July 2014 2 Contents Chairman’s letter Directors’ report Lead auditor’s independence declaration Consolidated income statement Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Directors’ declaration Independent auditor’s report ASX additional information Page 3 5 38 39 40 41 42 43 44 104 105 107 3 TPG Telecom Limited and its controlled entities Chairman’s letter For the year ended 31 July 2014 Dear Shareholders On behalf of the Board of Directors, I am pleased to present to you the TPG Telecom Limited Annual Report for the financial year ended 31 July 2014 (“FY14”). Financial Performance FY14 was another excellent year for the Group. Continued strong organic growth has resulted in further increases in revenue, profits, and returns for shareholders. FY14 represents the sixth consecutive year that this has been the case. A detailed review of the Group’s operating and financial performance for the year is provided in the Operating and Financial Review section of the Directors’ Report, starting on page 7 of this Annual Report, and set out below are some of the key financial highlights from the year. Revenue ($m) EBITDA ($m) NPAT ($m) EPS (cents/share) Dividends (cents/share) Free cashflow ($m) AAPT Acquisition FY14 970.9 363.7 171.7 21.6 9.25 223.5 FY13 Movement 724.5 293.1 149.2 18.8 7.50 174.5 +34% +24% +15% +15% +23% +28% An important achievement this year was the acquisition of AAPT. AAPT is one of Australia’s leading telecommunications infrastructure companies with a large and profitable wholesale and corporate business. It offers voice, internet, data and cloud services to its customers via its extensive national network. AAPT’s network infrastructure is highly complementary to the TPG Group’s existing network and includes 11,000km of fibre across six states and territories, importantly including fibre between the large capital cities, fibre access to 1,500 premises, 15 data centres across all major capital cities and widespread mid- band ethernet capability. The incorporation of AAPT’s infrastructure into TPG’s extensive CBD, metropolitan and international network assets will further enhance TPG’s position as an increasingly major force in the telecommunications market. TPG Telecom Limited and its controlled entities Chairman’s letter For the year ended 31 July 2014 4 Conclusion Key to our achievements again this year has been the continued hard work and commitment of all of the Group’s employees. I would like to extend thanks to them on behalf of the Board and I look forward to their ongoing contribution to the Group’s success in FY15 and beyond. On behalf of the Board, I also thank all our shareholders for their continued support of the Company. Yours faithfully David Teoh Chairman TPG Telecom Limited and its controlled entities Directors’ report For the year ended 31 July 2014 5 The directors present their report together with the financial report of the Group, being TPG Telecom Limited (‘the Company’) and its controlled entities, for the financial year ended 31 July 2014, and the auditor’s report thereon. Contents of directors’ report Page 1. Board of Directors 2. Company secretary 3. Directors’ meetings 4. Operating and financial review 5. Corporate governance statement 6. Remuneration report - audited 7. Principal activities 8. Dividends 9. Events subsequent to reporting date 10. Likely developments 11. Directors’ interests 12. Share options and rights 13. Indemnification and insurance of officers and auditors 14. Non-audit services 15. Rounding off 6 7 7 7 20 26 34 34 34 34 35 35 36 36 37 6 TPG Telecom Limited and its controlled entities Directors’ report For the year ended 31 July 2014 1. Board of Directors Name, qualifications and independence status CURRENT David Teoh Executive Chairman Chief Executive Officer Denis Ledbury Non-Executive Director B.Bus, A.I.C.D. Independent Robert Millner Non-Executive Director F.A.I.C.D. Experience, special responsibilities and other directorships David is the founder and Managing Director of the TPG group of companies. TPG Telecom Ltd (2008-current). Denis was the Managing Director of TPG Telecom between 2000 and 2005, and was associated with the NBN group of companies for over 24 years (the last 14 as Chief Executive Officer). TPG Telecom Ltd (2000-current). Chairman of Audit & Risk and Remuneration Committees. TPG Telecom Ltd (2000-current), BKI Investment Company Ltd (2003-current), Apex Healthcare Berhad (2000-current), Australian Pharmaceutical Industries Ltd (2000- current), Milton Corporation Ltd (1998-current), Brickworks Ltd (1997-current), New Hope Corporation Ltd (1995-current), Washington H Soul Pattinson and Company Ltd (1984- current), Exco Resources Ltd (2012-2013) and Souls Private Equity Ltd (2004-2012). Former Chairman of TPG Telecom Ltd, resigned position in 2008. Member of Audit & Risk and Remuneration Committees. Joseph Pang Non-Executive Director FCA Independent Joseph has worked in financial roles in the UK, Canada and Hong Kong prior to starting his own Management and Financial Consulting Service in Australia. TPG Telecom Ltd (2008-current). Member of Audit & Risk and Remuneration Committees. Shane Teoh Non-Executive Director B.Com, LLB Shane holds a Bachelor of Commerce and a Bachelor of Laws from the University of New South Wales. He is managing director of Total Forms Pty Ltd, a leading developer of accounting and taxation software in Australia. TPG Telecom Ltd (2012-current). RETIRING Alan Latimer Executive Director B.Com, CA, G.A.I.C.D Prior to becoming an Executive Director of TPG Telecom in 2008, Alan was the Chief Financial Officer of the TPG group of companies. He has also previously worked with a number of large international IT and financial companies. Alan will retire from the Board and the Company effective 31 October 2014. 7 TPG Telecom Limited and its controlled entities Directors’ report For the year ended 31 July 2014 2. Company secretary Mr Stephen Banfield was appointed Company Secretary on 24 October 2007. Stephen holds a BA (Hons) degree and is a member of the Institute of Chartered Accountants in England and Wales. 3. Directors’ meetings The number of Board and committee meetings held during the financial year and the number of meetings attended by each of the directors as a member of the Board or relevant committee were as follows: Director Board Meetings Audit & Risk Committee Meetings Remuneration Committee Meetings D Teoh A Latimer D Ledbury R Millner J Pang S Teoh A 16 16 15 16 16 16 B 16 16 16 16 16 16 A - - 2 2 2 - B - - 2 2 2 - A - - 2 2 2 - B - - 2 2 2 - A: Number of meetings attended. B: Number of meetings held while a member. 4. Operating and financial review 4.1 Operating result overview The Group again achieved record financial results for the year ended 31 July 2014 (“FY14”), highlights of which are as follows:  EBITDA for the year increased by 24% to $363.7m.  Net Profit After Tax (“NPAT”) increased by 15% to $171.7m.  NPAT excluding intangible amortisation increased by 18% to $196.3m.  Earnings per share (“EPS”) increased by 15% to 21.6 cents per share.  EPS excluding intangible amortisation increased by 18% to 24.7 cents per share.  Pre-tax operating cashflow increased by 25% to $396.6m and exceeded EBITDA by $32.9m.  Free cashflow after tax, interest and capex increased by 28% to $223.5m.  Dividends per share paid or declared in respect of FY14 increased by 23% to 9.25 cents. 8 TPG Telecom Limited and its controlled entities Directors’ report For the year ended 31 July 2014 4. Operating and financial review (continued) 4.1 Operating result overview (continued) These FY14 financial results and returns for shareholders are a continuation of the strong growth trend achieved by the Group over the last six years as shown in the charts below. $m $m $m $m ¢ ¢ The FY14 result has been driven by continued strong organic growth across the Group’s consumer and corporate divisions (underlying EBITDA up by 19% and 20% respectively) accompanied by a maiden EBITDA contribution from AAPT of $38.2m underlying for the five month post acquisition period. Consumer business The Consumer division’s EBITDA for the year was $205.6m which includes $3.3m of non-recurring benefits arising from credits and commercial settlements related to prior years. As reported last year, the division’s EBITDA for FY13 of $180.6m benefitted from $10.0m of back-dated rebates arising from favourable regulatory determinations. The Consumer division’s underlying EBITDA growth for FY14 relative to FY13 was therefore $31.7m or 19%. This has been driven by ongoing organic broadband subscriber growth as well as an increase in contribution per subscriber arising from continued tight cost control and an uplift in ARPU (average revenue per user) from subscribers to the Group’s home phone bundle plans. 9 TPG Telecom Limited and its controlled entities Directors’ report For the year ended 31 July 2014 4. Operating and financial review (continued) 4.1 Operating result overview (continued) Corporate business (excluding AAPT) The Group’s Corporate division (excluding AAPT) achieved an EBITDA of $126.0m for the year. This result includes $6.3m of non-recurring benefits (comprising $4.0m of back-dated supplier credits and a $2.3m IRU gain). As reported last year, the division’s FY13 EBITDA of $110.3m included a $10.5m IRU gain. The Corporate division’s underlying EBITDA growth for FY14 relative to FY13 was therefore $19.9m or 20%. This increase has been achieved through revenue growth as well as an improvement in underlying margin from 43% to 50%. AAPT The acquisition of AAPT on 28 February 2014 contributed $29.9m to the Group’s FY14 EBITDA. Excluding $5.1m of one-off integration costs and $3.2m of acquisition related costs incurred in the period, AAPT’s underlying EBITDA for the five months to 31 July 2014 was $38.2m. Integration activities have focused on the consolidation of teams, systems, networks and processes, resulting in an uplift in AAPT’s EBITDA margin from ~18% pre-acquisition to 23% underlying for the five months. In addition to these cost benefits the integration is now also enabling the merged sales groups to leverage the Group’s combined product and network strengths. The corporate sales teams now operate as TPG Network for the direct channels of enterprise, government and corporate businesses with AAPT Wholesale continuing as provider to carrier and wholesale customers. Cashflow and Gearing The Group’s excellent cashflow performance continued in FY14 with $396.6m cash being generated from operations (pre-tax). After tax, interest and capital expenditure, the Group had free cashflow of $223.5m. The Group made total debt repayments of $117.0m in FY14, meaning that even after a total outlay of $465.9m for the acquisition of AAPT during the year the Group had already reduced its outstanding debt to $350.0m by 31 July 2014. This level of debt represents a comfortable gearing ratio of less than 0.9x the Group’s annualised EBITDA run-rate. Dividends In light of the Group’s strong cashflow and earnings growth, the Board of Directors increased dividends to shareholders declared or paid in respect of FY14 to a total of 9.25 cents per share for the year (fully franked), an increase of 23% over FY13. 10 TPG Telecom Limited and its controlled entities Directors’ report For the year ended 31 July 2014 4. Operating and financial review (continued) 4.2 Customer growth Consumer division During FY14 the Consumer division achieved further organic growth of its broadband subscriber base, with a net increase of 77,000 subscribers. This growth comprised a net increase of 120,000 subscribers to the Group’s bundled internet and home phone plans, partially offset by a reduction in standalone on- net and off-net subscribers. During the final quarter of FY14 the Group also soft launched its first NBN plans. Since the year-end the rate of customer sign-up to these plans has reached 500-600 per week. In September 2014 the Group has also released for sale its first ‘fibre to the building’ (FTTB) plans. TPG’s mobile phone subscriber base showed much more modest growth in FY14 increasing by just 2,000 subscribers over the year. Unlike its broadband services, the Group’s mobile services are not delivered on owned infrastructure and the Group is therefore dependent on available wholesale offerings in order to have competitive plans to grow its mobile business. Mobile services represent less than 5% of the Group’s overall EBITDA. As at 31 July 2014 the Consumer division had 748,000 broadband subscribers and 362,000 mobile phone subscribers. 11 TPG Telecom Limited and its controlled entities Directors’ report For the year ended 31 July 2014 4. Operating and financial review (continued) 4.2 Customer growth (continued) Corporate division The Group’s Corporate division customer base has also grown significantly this year with the addition of the AAPT customer base increasing the Group’s Corporate division revenues to over $600m annualised. The split of Corporate division annualised revenues at the end of the year by customer and product category is set out below. 4.3 Network infrastructure update At the core of the Group’s business is its extensive telecommunications network infrastructure. With the addition of AAPT during the year, the Group now operates a national, state-of-the-art network that consists of:  Over 17,000km of metro and inter-capital fibre network;  Australia’s largest dedicated dark fibre network (over 5,000km);  More than 400 national network points of presence (POPs);  Over 400 DSLAM enabled exchanges, offering Mid-Band Ethernet and ADSL services;  One of Australia’s largest and most sophisticated voice networks, moving over 184 million calls per month;  PPC-1, our 7,000km submarine cable connecting Sydney to Guam, and onward to the US and Asia;  International services delivered in New Zealand, Singapore, Hong Kong, Japan and the US;  Significant cloud computing and storage footprint distributed across six locations nationally; and  One of Australia’s largest Internet exchanges. This infrastructure investment provides an important foundation for the continued growth of the Group’s customer base and profits into the future. TPG Telecom Limited and its controlled entities Directors’ report For the year ended 31 July 2014 4. Operating and financial review (continued) 4.4 Financial results review There follows below a review of the key elements of the FY14 result, including five months AAPT: 12 Revenue Consumer Corporate (excl AAPT) AAPT Total revenue Telco costs Consumer Corporate (excl AAPT) AAPT Total telco costs Employment costs Consumer Corporate (excl AAPT) AAPT Total employment costs Other expenses Consumer Corporate (excl AAPT) AAPT Unallocated Total other expenses Other income EBITDA Depreciation Amortisation Operating profit Net financing costs Profit before tax Income tax Profit after tax Earnings per share (cents) % of revenue 58% 25% 17% 52% 31% 52% 47% 6% 13% 23% 11% 6% 4% 4% - 5% - 37% 7% 4% 26% 1% 25% - 18% FY14 $m 563.2 242.9 164.8 970.9 (293.2) (74.7) (86.2) (454.1) (33.2) (32.1) (38.3) (103.6) (31.2) (10.0) (7.2) (3.7) (52.1) 2.6 363.7 (72.6) (35.2) 255.9 (9.1) 246.8 (75.1) 171.7 21.6 % of revenue 66% 34% - 49% 37% - 45% 6% 13% - 8% 7% 5% - - 6% - 40% 7% 3% 30% 1% 29% - 21% FY13 $m 480.3 244.2 - 724.5 (237.4) (90.7) - (328.1) (28.0) (32.1) - (60.1) (34.3) (11.1) - (1.1) (46.5) 3.3 293.1 (49.9) (23.9) 219.3 (7.0) 212.3 (63.1) 149.2 18.8 13 TPG Telecom Limited and its controlled entities Directors’ report For the year ended 31 July 2014 4. Operating and financial review (continued) 4.4 Financial results review (continued) Revenue a) Consumer Consumer division revenue increased by $82.9m (17%) to $563.2m in FY14. This increase was driven by a combination of increased broadband subscriber numbers and increased ARPU (average revenue per user). Subscribers on the Group’s broadband and home phone plans increased over the year by 77,000 (11%) to 748,000 (including 471,000 subscribers with a home phone service). Monthly ARPU for broadband customers increased in the year from $49.3 to $50.1 due to the ongoing increase in the proportion of the customer base that has a plan that bundles broadband and home phone line rental. In addition, home phone customers generated an average of $7 per month in voice usage revenue, up from $6 last year. Note that ARPU is calculated using GST exclusive recurring charges only and it excludes one-off charges such as installation fees and equipment sales. b) Corporate (excluding AAPT) Corporate revenue (excluding AAPT) decreased by $1.3m (0.5%) to $242.9m in FY14. However, included in the FY14 corporate division revenue is $2.3m arising from an IRU (Indefeasible Right of Use) contract which was recognised in revenue as a finance lease. This is $8.2m lower than the $10.5m of IRU revenue that was accounted for in the same manner in FY13. The relevance of separately identifying these IRU amounts is because they are non- recurring in nature whereas the rest of corporate revenue generally comprises recurring charges to customers. This means that the corporate division’s recurring revenue actually grew in FY14 by $6.9m (3%). This growth, as was the case in FY13, was achieved in an environment of falling prices and telco industry consolidation which drives some significant reductions in wholesale revenue. c) AAPT AAPT revenue of $164.8m was for the five month period post acquisition (1 March 2014 to 31 July 2014). Telco costs Telco costs comprise all of the direct operating costs incurred to deliver the Group’s telecommunications services to customers, including amounts paid to other carriers, and the non-staff costs of operating and maintaining the Group’s own network. a) Consumer Consumer division telco costs increased as a proportion of consumer division revenue in FY14 from 49% to 52%. Within the costs for FY13, however, was a $10.0m one-off benefit arising from credits that the Group received as a result of regulatory decisions made by the ACCC during that year. Excluding this $10.0m one-off benefit, and a minor $1.0m one-off benefit affecting FY14, telco costs in the consumer division increased only slightly as a proportion of revenue from 51.5% to 52.2%. b) Corporate (excluding AAPT) Corporate division telco costs in FY14 represent 31% of revenue, compared to 37% in FY13. 14 TPG Telecom Limited and its controlled entities Directors’ report For the year ended 31 July 2014 4. Operating and financial review (continued) 4.4 Financial results review (continued) Excluding the non-recurring IRU revenue the decrease was from 39% to 31% of revenue. Employment costs Two percentage points of this decrease was due to a $4m one-off credit received from a supplier during FY14. The balance of the decrease represents an improvement in recurring operating margins arising from the increasing proportion of customers’ traffic that is carried on the Group’s owned infrastructure rather than on circuits leased from other carriers. This margin improvement, as was the case in FY13, was achieved in an environment of sharply reduced pricing in corporate business and reflects the benefits to the Group of its past and ongoing investment in network infrastructure. c) AAPT AAPT telco costs for the five months post acquisition period were 52% of revenue. The main reason for these costs being higher as proportion of revenue than in the TPG corporate business is that AAPT’s product mix includes a significantly higher proportion of wholesale and low margin re-bill business. Other income Other income, which decreased from $3.3m to $2.6m in FY14, comprises dividend income from the Group’s ASX listed investments. The reason for the small decrease in FY14 is due to that fact that FY13 also included a gain from a small disposal of shares. Dividends from the Group’s investments actually increased by 18% to $2.6m in FY14. Consumer division employment costs grew in absolute terms in the year by $5.2m but increased only from 5.8% to 5.9% of revenue. Corporate division employment costs were in line with FY13 both in absolute terms and as a % of revenue. AAPT employment costs of $38.3m for the five month period post acquisition included $5.1m of one-off restructuring costs. The Group’s total headcount at 31 July 2014 was 2,828, an 841 increase in the year. The major driver of the significant increase in the year was the acquisition of AAPT. Other expenses Other expenses include all of the overheads incurred by the Group in running the business, as well as marketing costs. The consumer division’s other expenses declined by $3.1m in FY14, although this included a $2.3m one-off benefit arising from a release of provisions created in prior years relating to matters that were resolved during FY14 in a manner that no longer required retention of the provisions. The corporate division’s other expenses were also down by $1.1m in FY14. AAPT incurred other expenses of $7.2m for the five month period post acquisition. There were also $3.7m of unallocated other expenses in FY14 up by $2.6m from last year. This includes $3.2m in FY14 attributable to the acquisition of AAPT and predominantly represents stamp duty and professional fees incurred. 15 TPG Telecom Limited and its controlled entities Directors’ report For the year ended 31 July 2014 4. Operating and financial review (continued) 4.4 Financial results review (continued) EBITDA Overall, Group EBITDA grew by $70.6m (24%) to $363.7m in FY14. The acquisition of AAPT contributed $29.9m ($33.1m less the $3.2m of acquisition related expenses). The $40.7m balance of the increase includes one-off favourable items of $9.6m (as described in the paragraphs above), $10.9m less than the favourable items reported as having impacted last year’s result. This means that underlying EBITDA growth of the business in FY14 excluding AAPT was $51.6m or 19%. This has been achieved through strong continued broadband subscriber growth in the consumer division in addition to revenue growth and margin expansion in the corporate division. Depreciation The Group’s depreciation expense increased by $22.7m in FY14, $21.5m of which was attributable to AAPT. AAPT’s depreciation expense far exceeds its current capital expenditure run-rate (it incurred $11.2m of capex during the five month period post acquisition) and reflects its historic investment in its extensive inter capital city fibre network. The Group started the year with $42.0m of debt which it repaid during 1H14. To fund the acquisition of AAPT a revised debt facility agreement was negotiated under which a drawdown of $425.0m was made on 28 February 2014, subsequent to which further repayments of $75.0m were made prior to the year-end. Income tax The Group’s effective income tax rate was 30.5% in FY14, up from 29.7% in FY13. The increase is due to an increase in non tax deductible expenditure in FY14, principally being expenses related to the acquisition of AAPT. Earnings per share (EPS) Reported EPS increased by 15% to 21.6 cents per share in FY14. Excluding the impact of intangible amortisation EPS would have increased by 18% to 24.7 cents per share. The relevance of considering EPS excluding intangible amortisation is that, as noted above, intangible amortisation is almost entirely a non- cash expense predominantly arising from acquisition accounting. Amortisation Free cashflow The Group’s FY14 amortisation expense increased by $11.3m to $35.2m. This included $15.8m of amortisation of the intangible assets recognised on acquisition of AAPT. Amortisation expense is largely a “non-cash” expense. Excluding the acquisition of AAPT, the Group incurred only $0.7m of cash expenditure on intangible assets during FY14. Net financing costs Net financing costs increased by $2.1m as a result of the increased debt arising from the Group’s acquisition of AAPT. Operating cashflow Tax Interest Capital expenditure FY14 $m 396.6 (96.1) (7.5) (69.5) FY13 $m 318.0 (79.2) (6.0) (58.3) Free cashflow 223.5 174.5 The Group’s strong earnings result is reflected in the strong operating cashflow generated in the year. Operating cashflow of $396.6m in FY14 exceeded EBITDA by $32.9m, which is TPG Telecom Limited and its controlled entities Directors’ report For the year ended 31 July 2014 4. Operating and financial review (continued) 16 4.4 Financial results review (continued) explained by a) the in-advance payments received from the Group’s growing customer base, b) receipt of deferred instalments under an IRU agreement for which the revenue was earned and recognised in prior years, and c) improvement in AAPT’s working capital position during the post acquisition period. After tax, interest and capital expenditure, the Group generated free cashflow of $223.5m, $49.0m (28%) more than in FY13. Capital expenditure Capital expenditure for FY14 of $69.5m includes $11.0m incurred by AAPT during the five month period post acquisition, excluding which the Group’s capex was $58.5m, in line with FY13. The expenditure incurred reflects the Group’s continued investment in its network infrastructure, predominantly adding more capacity to its DSLAM network and expanding its fibre network footprint in order to meet growing customer demand. Utilisation of cash Free cashflow Utilisation: AAPT acquisition Debt drawdown Debt repayments Dividends paid Other (Decrease) / increase in cash held FY14 $m 223.5 465.9 (425.0) 117.0 67.5 0.4 FY13 $m 174.5 - - 107.0 49.6 5.5 (2.3) 12.4 223.5 174.5 AAPT acquisition The Group outlaid $465.9m to acquire AAPT during the year comprising the $450.0m purchase price, a $13.5m working capital adjustment also paid to the vendor plus other costs totalling $3.2m being stamp duty and other acquisition related expenses, less $0.7m of cash acquired. Debt drawdown and repayments In order to fund the AAPT acquisition the Group drew down on $425.0m of its bank debt facility. However, the Group also made debt repayments of $117.0m in the year. Note the reason for the numbers in the table above being different to the full cashflow statement in this annual report is that the latter shows debt drawdowns and repayments grossed up by $47.0m of other short-term drawdowns and repayments made throughout the year to efficiently manage month- to-month cashflows. Dividends paid Dividends paid in the year comprise the final FY13 dividend of 4.0 cents per share (“cps”) and the interim FY14 dividend of 4.50cps. Subsequent to the year-end, the Board of directors has declared a 4.75cps final dividend for FY14 taking the total dividends paid or declared in respect of FY14 to 9.25cps, a 23% increase over FY13. 17 TPG Telecom Limited and its controlled entities Directors’ report For the year ended 31 July 2014 4. Operating and financial review (continued) 4.4 Financial results review (continued) Balance sheet Below is a condensed version of the Group’s balance sheet as at the end of FY14, summarised in a manner to highlight a few key points. Please refer to the full financial statements contained in this annual report for a comprehensive balance sheet. Cash (1) Investments (2) Other current assets Total current assets (3) FY14 $m 23.8 99.2 98.4 221.4 Property, plant & equipment (4) Intangible assets (5) Other non-current assets Total non-current assets 553.8 712.3 21.7 1,287.8 Deferred income (3) Other current liabilities Total current liabilities (3) Loans and borrowings (1) Other non-current liabilities Total non-current liabilities 79.2 178.6 257.8 346.8 72.2 419.0 FY13 $m 26.1 81.2 47.2 154.5 319.2 502.2 22.9 844.3 58.8 136.0 194.8 39.1 48.9 88.0 Net assets 832.4 716.0 Balance sheet notes 1. Net debt Loans and borrowings of $346.8m are shown in the balance sheet net of prepaid borrowing costs. Gross bank borrowings at 31 July 2014 were $350.0m. Taking into account the $23.8m cash balance the Group had net debt at the end of FY14 of $326.2m. 2. Current investments Current investments represent the Group’s investment in ASX listed shares. These shares have appreciated significantly in value during the year, the benefit of which is reflected directly in equity in the Group’s results (rather than through the income statement) as the shares are not held for trading purposes. 3. Net current liabilities Total current liabilities of $257.8m exceeded total current assets of $221.5m as at 31 July 2014 by $36.3m. This net current liability position is not uncommon in the telecommunications industry for two principal reasons. First, cash generated from trading is commonly used to repay non-current debt and to invest in non-current asset network infrastructure. Second, a significant item within current liabilities is deferred income which is a non-cash item. Deferred income represents cash paid in advance by customers which is not recognised in income until the service has been delivered. Excluding this item, the Group had net current assets of $42.8m as at 31 July 2014. 4. Property, plant & equipment (“PPE”) The Group’s PPE balance is $234.6m higher at 31 July 14 than 31 July 13. The acquisition of AAPT during the year added $240.9m to this balance. AAPT’s PPE principally comprises its extensive inter-capital fibre network. Intangible assets 5. The increase in the Group’s intangible assets balance in the year is also due to the acquisition of AAPT. $157.6m of goodwill was recognised on acquisition of AAPT along with $87.0m of other intangible assets, comprising the acquired customer base as well as AAPT’s IRU assets and software. 18 TPG Telecom Limited and its controlled entities Directors’ report For the year ended 31 July 2014 4. Operating and financial review (continued) 4.5 Business outlook Prospects for FY15 In FY15 the Group will continue to focus its efforts on growing its consumer and corporate customer bases profitably by delivering market leading telecommunications services. In order to enhance its prospects for future growth the Group will also continue to invest in expanding its network infrastructure. There will also be continued focus on the integration of the AAPT business into the Group’s operations. The directors have forecast continued strong growth in the Group’s financial results in FY15 with EBITDA expected to be around $455m-$460m. Capital expenditure is expected to be in the range of $100m - $120m (includes $13.5m spectrum purchase but excludes Hawaiki expenditure (refer 19/8/13 ASX release) and the recent purchase of a Sydney property (currently leased by the group) and any other major new initiatives. Principal business risks Like other businesses, the Group is exposed to a number of risks which may affect future financial performance. The material business risks identified by the Group and how they are addressed are set out below. 1. Competitive environment Increased competition or consolidation in the industry could impact the Group’s financial performance by affecting its ability to grow its customer base and/or its ability to make money from its service offerings. The Group attempts to mitigate this risk by continually reviewing its customer offerings, their pricing relative to the market and customer needs. This is combined with constant reviews of the Group’s cost structures with the objective of optimising costs to ensure the Group is best placed to continue providing value leading services. 2. Business interruption A significant disruption of the Group’s business through network or systems failure could cause financial loss for the Group and increased customer churn. The Group maintains business interruption insurance and continually invests in its network and systems to improve their resilience and performance. 3. Regulatory environment Changes in regulation can significantly impact the Group’s business. In addition, failure to comply with regulatory requirements could create financial loss for the Group. The Group attempts to mitigate this risk through close monitoring of regulatory developments, engaging where necessary with the relevant regulatory bodies, and monitoring its own compliance with existing regulations. 19 TPG Telecom Limited and its controlled entities Directors’ report For the year ended 31 July 2014 5. Operating and financial review (continued) 4.5 Business outlook (continued) 4. Data security Failures or breaches of data protection and systems security can cause reputational damage, regulatory impositions and financial loss. Australian Privacy Principles (APPs) now govern privacy and data protection throughout Australia and significantly enhance privacy and data protection regulation. The Group has policies regarding information security and risk protection measures in place to ensure adherence to APPs and to provide safeguards to company and customer information. These measures include restricted access to company premises and areas housing equipment, restricted access to systems and network devices, strict change control measures, anti-virus software and firewall protection at various network points. Environmental and other sustainability risks The environmental and sustainability risks that attach to the Group’s business are relatively benign. The Group operates in the telecommunications industry which, whilst a consumer of electrical power, is generally considered to provide net reductions to adverse environmental impacts. This is achieved by the increasing technological capabilities that can be relied on by consumers and businesses so as to achieve significantly reduced travel and paper consumption. The Group aims to reduce its impact on the environment by employing power saving measures, such as switching off electrical equipment when it is not being used, and by minimising the amount of travel undertaken by employees. The Company recognises the importance of having a skilled and experienced workforce. Most of the Group’s employees work in office and high technology environments where industrial risks are minimal. Management employs appropriate measures to minimise employee and social risks by providing a safe and comfortable working environment, providing suitable training, complying with gender equality requirements and by ensuring appropriate remuneration structures are in place. The Company’s Code of Conduct provides that the Company will treat all employees and potential employees according to their skills, qualifications, competencies and potential, and will not discriminate on the basis of race, religion, gender, sexual preference, age, marital status or disability. During the year, the Group has made donations to provide charitable relief to human suffering, including in relation to typhoon events in Asia. 20 TPG Telecom Limited and its controlled entities Directors’ report For the year ended 31 July 2014 5. Corporate governance statement The Board of TPG Telecom Limited (‘the Company’) determines the most appropriate corporate governance arrangements having regard to the best interests of the Company and its shareholders, and consistent with its responsibilities to other stakeholders. This statement outlines the Company’s main corporate governance practices, which comply with the Australian Securities Exchange (“ASX”) Corporate Governance Principles and Recommendations (“ASX Recommendations”), unless otherwise stated. Principle 1 Lay solid foundations for management and oversight The Board’s primary role is the protection and enhancement of long-term shareholder value. To fulfil this role the Board is responsible for the overall corporate governance of the Group including formulating its strategic direction, setting remuneration, appointing, removing and creating succession policies for directors, establishing and monitoring the achievement of management’s goals, ensuring the integrity of risk management, internal control and legal compliance. The Board delegates to senior management responsibility for the implementation of the strategic direction of the Company. The Board Charter, which defines the functions reserved for the Board as is required by ASX Recommendation 1.1, can be found under the investor relations section of the Company’s website at http://www.tpg.com.au/about/investorrelations. The performance of executive directors is reviewed by the non-executive directors on the Board. The performance of other senior executives is reviewed by the Chief Executive Officer (ASX Recommendations 1.2 and 1.3). Principle 2 Structure the Board to add value The Board considers that the number of directors and the composition of the Board are important for the success of the Company. At the date of this report, the Board comprises six directors, two of whom are independent. Following the retirement of Alan Latimer at 31 October 2014, the Board considers that the appropriate number of directors in the current circumstances is five, with four being non-executive directors of whom two are independent. Details of the experience and background of all directors are set out on page 6 of this Annual Report. Independence of directors Denis Ledbury and Joseph Pang are independent directors. The remaining executive director is David Teoh. The Board is of the view that the depth of experience and understanding that David has of the Company and of the industry in which the Company operates provides benefits that exceed those that may flow from having an independent non-executive director. 21 TPG Telecom Limited and its controlled entities Directors’ report For the year ended 31 July 2014 5. Corporate governance statement (continued) Principle 2 Structure the Board to add value (continued) Robert Millner, a non-executive director, is not independent as he is a director of a major shareholder, Washington H Soul Pattinson and Company Limited. Robert has specific historical, financial and business knowledge of the Company, the benefits of which, in the opinion of the Board, outweigh the benefits of independence at this time. Shane Teoh, a non-executive director, is not independent due to his family relationship with major shareholders. The benefits of Shane’s legal qualification, experience in commercial and legal matters and detailed knowledge of the Company and of the industry in which it operates outweigh, in the opinion of the Board, the benefits of independence at this time. The Board believes that each director brings an independent mind and judgement to bear on all Board decisions, notwithstanding that the Chairman and a majority of the Board are not independent (which is not in line with ASX Recommendation 2.1 - 2.2). All directors are able to and do review and challenge the assumptions and performance of management to ensure decisions taken are in the best interest of the Company. Chairman of the Board The Chairman is an executive director and Chief Executive Officer of the Company (not in line with ASX Recommendation 2.3). Nevertheless, the Board believes that David Teoh, in this dual role, does bring the quality and independent judgement to all relevant issues that are required of the Chairman. As Chief Executive Officer, Mr Teoh consults the Board on matters that are sensitive, extraordinary or of a strategic nature. Nominations Committee The Board acts as the Nominations Committee and as such has responsibility for the selection and appointment of directors, undertaking evaluation of the Board’s performance and developing and implementing a plan for identifying, assessing and enhancing directors’ competencies (ASX Recommendation 2.4). The process for evaluating the performance of the Board, its committees and individual directors involves the Chairman conducting individual interviews with each of the directors at which time they are able to make comment or raise issues they have in relation to the Board’s operations (ASX Recommendation 2.5). Access to Company information and independent professional advice Directors may request additional information as and when they consider it appropriate or necessary to discharge their obligations as directors of the Company. This includes access to internal senior executives or external advisors as and when appropriate. A director must consult the Chairman before accessing external independent advice and must provide a copy of the advice received to other members of the Board (ASX Recommendation 2.6). 22 TPG Telecom Limited and its controlled entities Directors’ report For the year ended 31 July 2014 5. Corporate governance statement (continued) Principle 3 Promote ethical and responsible decision-making The Company is committed to maintaining the highest standards in dealing with all of its stakeholders, both internally and externally. The Company has adopted a written Code of Conduct to assist directors and staff in understanding their responsibilities to ensure the Company conducts its business in accordance with all applicable laws and regulations and in a way that enhances the Company’s reputation (ASX Recommendation 3.1). The Code of Conduct is also reflected in internal policies and procedures which reinforce the Company’s commitment to complying with all applicable laws and regulations. A copy of the Code of Conduct can be found on the Company’s website at http://www.tpg.com.au/about/investorrelations (ASX Recommendation 3.5). Policy regarding trading in securities The Company has established a written Securities Trading Policy which identifies the principles by which the Company balances the investment interests of directors, senior executives and employees with the requirements for ensuring such trades only take place when all information relevant to making such investment decisions is fully disclosed to the market. Directors and senior executives are only permitted to deal in Company shares during a six week period following the release of the Company’s half-year and annual results to the ASX, the annual general meeting or any major announcement. Notwithstanding this, the Board may in certain circumstances permit dealings during other periods. Where the dealing relates to the acquisition of shares pursuant to an employee rights or option plan, through a dividend re-investment plan, or through conversion of convertible securities, these dealings are specifically excluded from this policy. Subsequent dealing in the underlying securities, however, is restricted as outlined in the policy. Directors must notify the Company Secretary in writing of all transactions in accordance with the requirements of Sections 205F and 205G of the Corporations Act 2001. The Company will notify the ASX of the details of any transaction on behalf of the directors. A copy of the Securities Trading Policy can be found on the Company’s website at http://www.tpg.com.au/about/investorrelations. Diversity policy The Company’s Code of Conduct provides that the Company will treat all employees and potential employees according to their skills, qualifications, competencies and potential, and will not discriminate on the basis of race, religion, gender, sexual preference, age, marital status or disability. The following guidelines have been established to ensure compliance with the Code of Conduct and, in turn, ASX Recommendation 3.2. 23 TPG Telecom Limited and its controlled entities Directors’ report For the year ended 31 July 2014 5. Corporate governance statement (continued) Principle 3 Promote ethical and responsible decision-making (continued)  Selection of new staff, development, promotion and remuneration is on the basis of performance and capability;  Training and development is offered across the Group including external technical courses, mentoring and secondments, in order to develop a diverse and skilled workforce; and  Reporting to Senior Management by managers and supervisors takes place in relation to employment issues, and review and analysis of exit interviews is undertaken to identify any discrimination related issues. Aside from the guidelines set out above the Company has not established measurable objectives for gender diversity in the workforce and does not have a separate written Diversity Policy. Female representation As at 31 July 2014 the proportion of females employed in the Group was as follows (ASX Recommendation 3.4): 31 July 2014 31 July 2013 Board Key Management Personnel Other Management Workforce Number 0 1 18 1,112 % 0% 14.3% 18.6% 40.9% Number 0 1 12 833 % 0% 16.7% 25.5% 43.2% Workplace Gender Equality Report 2014 In accordance with the requirements of the Workplace Gender Equality 2012 (Act), the Company lodged its Workplace Gender Equality Report 2014 with the Workplace Gender Equality Agency on 30 May 2014. A copy of this report is available on the Company’s website at http://www.tpg.com.au/about/investorrelations. Principle 4 Safeguarding integrity in financial reporting The Board has responsibility for ensuring the integrity of the financial statements and related notes and that the financial statements provide a true and fair view of the Company’s financial position. To assist the Board in fulfilling this responsibility, the Board has established an Audit & Risk Committee which has the responsibility for providing assurance that the financial statements and related notes are complete, are in accordance with applicable accounting standards, and provide a true and fair view. 24 TPG Telecom Limited and its controlled entities Directors’ report For the year ended 31 July 2014 5. Corporate governance statement (continued) Principle 4 Safeguarding integrity in financial reporting (continued) Audit & Risk Committee The Audit & Risk Committee is comprised of three non-executive directors, two of whom are independent, and is chaired by Mr Denis Ledbury. Details of all members of the Audit & Risk Committee during the year and their qualifications are set out on page 6 of this Annual Report (ASX Recommendation 4.1, 4.2 & 4.4). The Board has adopted a formal charter which details the function and responsibility of the Audit & Risk Committee to ensure the integrity of the financial statements and independence of the external auditor (ASX Recommendation 4.3). A copy of the charter can be found on the Company’s website at http://www.tpg.com.au/about/investorrelations. The Audit & Risk Committee’s responsibilities include ensuring the integrity of the financial reporting process, the risk management process, internal reporting and controls, management of strategic and major financial and operational risks, and the external audit process, based on sound principles of accountability, transparency and responsibility. The external auditors, other directors, and the Chief Financial Officer are invited to Audit & Risk Committee meetings at the discretion of the Chairman of the Committee. The Committee meets at least twice a year. It met twice during the year and the Committee members’ attendance record is disclosed in the table of directors’ meetings on page 7 of this Annual Report (ASX Recommendation 4.4). Auditor selection and appointment The Audit & Risk Committee reviews annually the audit process including assessment of auditor independence. Any non-audit work requires the prior approval of the Committee, which approval will only be given where it can be established that it will not compromise the independence of the audit. Principle 5 Make timely and balanced disclosure Continuous disclosure The Company is committed to ensuring that the market is informed of all material information concerning the Company in a timely and accurate manner. Accordingly, the Company has established a Market Disclosure Policy to ensure that the market is properly informed of matters that may have a material impact on the price at which the Company’s securities are traded (ASX Recommendation 5.1 and 5.2). A copy of the Market Disclosure Policy can be found on the Company’s website at http://www.tpg.com.au/about/investorrelations. 25 TPG Telecom Limited and its controlled entities Directors’ report For the year ended 31 July 2014 5. Corporate governance statement (continued) Principle 6 Respect the rights of shareholders The Board aims to ensure that shareholders are informed of all major developments affecting the Company. The Company posts its annual report and major announcements on its website under the Investor Relations section (http://www.tpg.com.au/about/investorrelations) and provides a link via the website to the ASX website so that all ASX releases, including notices of meetings, presentations, and analyst and media briefings, can be accessed (ASX Recommendation 6.1). Historical information is also available to shareholders on the Company’s website, including prior years’ Annual Reports. Shareholders are invited to participate at general meetings, either in person or by proxy, and are specifically offered the opportunity of receiving communications via email (ASX Recommendation 6.1 and 6.2). Principle 7 Recognise and manage risk The Company has an established business risk management framework to enable identification, control and oversight of material business risks facing the Group. These risks include operational, financial, regulatory and technical risks. The primary responsibility for identifying and controlling business risks lies with management. The Audit and Risk Committee, under delegation from the Board, plays an oversight role in ensuring that material business risks and their associated controls are regularly reported to the Board by management and that a satisfactory system of risk management and internal control is maintained. In relation to the Group’s financial statements for the financial year ended 31 July 2014, the Group’s Chief Executive Officer and Chief Financial Officer, as required by the Corporations Act 2001 and ASX recommendations, have provided to the Board the following: - - the declaration required by section 295A of the Corporations Act 2001; and assurance that the section 295A declaration was founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks. Principle 8 Remunerate fairly and responsibly The Remuneration Committee reviews and makes recommendations to the Board on remuneration packages and policies applicable to executives and directors. The Remuneration Committee comprises three non-executive directors, two of whom are independent, and is chaired by Mr Denis Ledbury. The Committee meets as required and, at a minimum, twice a year. It met twice during the year ended 31 July 2014 and the Committee members’ attendance record is disclosed in the table of directors’ meetings on page 7 of this Annual Report. Other directors may attend these meetings at the invitation of the Committee Chairman. Further information is set out in the Remuneration Report below (ASX Recommendation 8.2 & 8.3). 26 TPG Telecom Limited and its controlled entities Directors’ report For the year ended 31 July 2014 6. Remuneration report - audited This remuneration report sets out the remuneration structures of the directors of the Company and of other key management personnel of the Group, as well as explaining the principles underpinning those remuneration structures. For the purpose of this report, key management personnel are defined as those individuals who have authority and responsibility for planning, directing and controlling the activities of the Group. Key management personnel include the directors of the Company and key Group executives including the five most highly remunerated. 6.1 Remuneration principles Remuneration levels for key management personnel of the Group are designed to attract and retain appropriately qualified and experienced directors and executives. The Remuneration Committee considers the suitability of remuneration packages relative to trends in comparable companies and to the objectives of the Group’s remuneration strategy. The remuneration structures explained below are designed to attract suitably qualified candidates, to reward the achievement of strategic objectives and to achieve the broader outcome of creation of value for shareholders by: a) providing competitive remuneration packages to attract and retain high calibre executives; b) ensuring that a significant proportion of executives’ remuneration is performance-linked; and c) setting performance hurdles for the achievement of performance-linked incentives at a sufficiently demanding level as to ensure value creation for shareholders. 6.2 Remuneration structure Remuneration packages include a mix of fixed and performance-linked remuneration. (i) Fixed remuneration Fixed remuneration consists of base salary, employer contributions to superannuation funds, and non- monetary benefits which typically only comprise annual leave entitlements but may also include such benefits as the provision of a motor vehicle. The Group pays fringe-benefits tax on such non-monetary benefits where applicable. Fixed remuneration levels are reviewed annually through a process that considers individual performance, overall performance of the Group, and remuneration levels for similar roles in comparable companies. The fixed remuneration of executive directors is determined by the Remuneration Committee. The fixed remuneration of other key management personnel is determined by the Executive Chairman in conjunction with the Remuneration Committee. Fixed remuneration reviews for other staff are determined by the Executive Chairman. 27 TPG Telecom Limited and its controlled entities Directors’ report For the year ended 31 July 2014 6. Remuneration report – audited (continued) 6.2 Remuneration structure (continued) (ii) Performance-linked remuneration Performance-linked remuneration comprises both long-term and short-term incentives as set out below. a) Long-term incentives The Group’s current long-term incentive structure is in the form of a performance rights plan. Under the rules of the performance rights plan, participants may be granted rights to fully paid ordinary shares in the Company for no consideration, subject to certain performance conditions. The plan was introduced in FY12 with the first grant of rights taking place on 9 March 2012. During FY13 a second grant of rights occurred (grant date 24 December 2012) and a third grant of rights was made in FY14 (certain participants were granted rights on 22 November 2013 and others on 18 December 2013). All rights issued to-date have the same key terms which are as follows:  One third of the performance rights granted will vest following the release of the Group’s audited financial statements for each of the three financial years ending after the date of grant, subject to the satisfaction of performance conditions.  At each vesting date: o 30% of the performance rights that are due to vest on that date will vest if the rights holder has been continuously employed by the Group up until and including the relevant vesting date; and o 70% of the performance rights that are due to vest on that date will vest if the rights holder has been continuously employed by the Group up until and including the relevant vesting date and the Group has met its financial objectives for the financial year immediately preceding the relevant vesting date.  Any performance rights which do not vest, automatically lapse. The financial objectives that form part of the vesting conditions described above are determined annually by the Remuneration Committee. Details of the performance rights that have been granted to key management personnel during the year ended 31 July 2014 and the year ended 31 July 2013 are set out in table 6.4(i) below. b) Short-term incentives Short-term incentive cash bonuses may be paid by the Group, including to key management personnel, depending on the Group’s performance and to reward individual performance. Bonuses awarded to the executive directors are determined by the Remuneration Committee. Bonuses awarded to other key management personnel are determined by the Executive Chairman in conjunction with the Remuneration Committee. Bonuses awarded to other staff are made at the discretion of the Executive Chairman. Details of the short-term incentives paid to key management personnel during the current reporting period are set out at table 6.3 below. 28 TPG Telecom Limited and its controlled entities Directors’ report For the year ended 31 July 2014 6. Remuneration report – audited (continued) 6.2 Remuneration structure (continued) (ii) Performance-linked remuneration (continued) Link to Group financial performance In determining the short-term incentive component of key management personnel remuneration, consideration is given to the Group’s performance, including against its financial targets. The Group had another year of strong growth in FY14 with EBITDA and NPAT up by 24% and 15% respectively, generating a 15% increase in EPS, whilst declared dividends for the FY14 year are up by 23%. These FY14 results represent the sixth consecutive year of strong growth. The Group’s five year record is set out in the following table. Revenue ($m) EBITDA ($m) NPAT ($m) EPS (cents) DPS (cents) 2010 2011 2012 2013 2014 508 171 56 7.6 4.0 575 234 78 10.1 4.5 663 261 91 11.5 5.5 725 293 149 18.8 7.5 971 364 172 21.6 9.25 The Remuneration Committee believes that the current remuneration structures described in this report have been effective in motivating and rewarding the achievement of these strong results. (iii) Service contracts No key management personnel employment contract has a fixed term, nor do any contain any provision for termination benefits other than as required by law. No key management personnel employment contract has a notice period of greater than five weeks, except for the Group’s employment contracts with Mr D Teoh and Mr M Rafferty, both of which provide that the contract may be terminated by either party giving three months’ notice. (iv) Non-executive director fees The aggregate remuneration of non-executive directors was last voted upon by shareholders at the 2004 AGM, when an aggregate limit of $500,000 per annum was approved. Actual non-executive director remuneration for the year ended 31 July 2014 was $390,705 (2013: $289,145). Non-executive directors do not receive performance-linked remuneration nor are they entitled to any retirement benefit other than statutory superannuation payments. Directors’ fees cover all main board activities and membership of committees. TPG Telecom Limited and its controlled entities Directors’ report For the year ended 31 July 2014 6. Remuneration report – audited (continued) 6.3 Directors’ and executive officers’ remuneration The key management personnel of the Company and of the Group during the year were as follows: 29 Executive Chairman & Chief Executive Officer Executive Director, Finance & Corporate Services Mr D Teoh Mr A Latimer Mr D Ledbury Non-Executive Director Non-Executive Director Mr R Millner Non-Executive Director Mr J Pang Non-Executive Director Mr S Teoh Mr S Banfield Chief Financial Officer & Company Secretary National Technical & Strategy Manager Mr J Paine General Manager, Consumer Mr C Levy Mr W Springer General Manager, Corporate Products & Pricing Ms M De Ville Chief Information Officer Mr T Moffatt Mr M Rafferty General Manager Sales, Enterprise & Wholesale General Counsel 30 TPG Telecom Limited and its controlled entities Directors’ report For the year ended 31 July 2014 6. Remuneration report – audited (continued) 6.3 Directors’ and executive officers’ remuneration (continued) Details of the nature and amount of each major element of remuneration of each director of the Company and of other key management personnel of the Group are set out in the tables below: Short-term Post- employment Salary & fees $ (note A) STI cash bonus $ (note B) Non- monetary benefits $ Total $ Superannuation benefits $ Other long term $ Share-based payments $ Total $ (note C) Proportion of remuneration performance related % Share-based payments as proportion of remuneration % 2014 951,923 900,000 2013 814,423 900,000 2014 321,780 659,755 2013 260,960 400,000 133,867 229,661 22,031 (11,579) 1,985,790 1,944,084 1,003,566 649,381 25,899 23,534 28,942 23,431 49,973 86,739 21,682 4,190 2014 2013 2014 2013 2014 2013 2014 2013 98,333 78,958 88,333 69,583 88,333 69,583 83,333 46,984 - - - - - - - - - - - - - - - - 98,333 78,958 88,333 69,583 88,333 69,583 83,333 46,984 9,158 7,156 8,227 6,306 8,227 6,306 7,761 4,269 - - - - - - - - - - - - - - - - - - - - 2,061,662 2,054,357 1,054,190 677,002 44% 44% 63% 59% 107,491 86,114 96,560 75,889 95,560 75,889 91,094 51,253 - - - - - - - - - - - - - - - - - - - - Directors Executive Directors Mr D Teoh, Chairman Mr A Latimer Non-Executive Directors Mr D Ledbury Mr R Millner Mr J Pang Mr S Teoh 31 TPG Telecom Limited and its controlled entities Directors’ report For the year ended 31 July 2014 6. Remuneration report – audited (continued) 6.3 Directors’ and executive officers’ remuneration (continued) Short-term Post- employment Share-based payments Salary & fees $ (note A) STI cash bonus $ (note B) Non- monetary benefits $ Total $ Superannuation benefits $ Other long term $ (note C) (note D) Performance rights $ (note E) Shares $ Total $ Proportion of remuneration performance related % Share-based payments as proportion of remuneration % 2014 248,737 175,000 2013 198,186 104,920 80,000 2014 206,217 2013 195,833 67,460 2014 289,225 200,000 2013 243,100 166,533 90,000 2014 237,326 94,920 2013 194,362 35,000 2014 211,609 2013 211,609 10,000 2014 231,588 100,000 2013 187,267 94,920 2014 138,844 148,567 - 2013 - 14,600 158 (794) 10,469 3,620 19,956 11,035 10,872 (4,869) 7,304 2,727 3,793 (7,905) - 438,337 303,264 285,423 273,762 492,845 429,589 338,361 300,154 241,740 228,913 334,315 285,980 279,506 - 20,862 25,871 18,325 23,034 26,740 37,090 20,714 27,085 19,559 19,956 20,574 25,826 7,490 - 17,032 6,255 7,594 7,216 13,531 14,176 19,318 7,511 3,515 3,515 9,981 5,196 2,201 - 135,762 105,696 125,342 105,696 187,155 141,891 130,552 105,696 32,337 17,337 130,552 105,696 - - - 6,500 - - - 6,000 - - - 1,500 - 4,500 - - 611,993 447,586 436,684 409,708 720,271 628,746 508,945 440,446 297,151 271,221 495,422 427,198 289,197 - 51% 49% 47% 42% 54% 50% 43% 46% 23% 11% 47% 48% 51% - 22% 25% 29% 26% 26% 24% 26% 24% 11% 7% 26% 26% - - Executives Mr S Banfield Mr J Paine Mr C Levy Mr W Springer Ms M De Ville Mr T Moffatt Mr M Rafferty* *Mr M Rafferty has been recognised within key management personnel from 28 February 2014, the date on which his employer (AAPT) was acquired by the Group. 32 TPG Telecom Limited and its controlled entities Directors’ report For the year ended 31 July 2014 6. Remuneration report - audited (continued) 6.3 Directors’ and executive officers’ remuneration (continued) Notes in relation to the table of directors’ and executive officers’ remuneration A. The short-term incentive bonuses paid during the years ended 31 July 2014 and 31 July 2013 were for performance during those years. B. The amounts disclosed under ‘Non-monetary benefits’ reflect exclusively the movement in the annual leave balance of each individual in the period, with the exception of Mr D Teoh whose amount also includes the provision of other fringe benefits (principally a motor vehicle). C. The amounts disclosed under ‘Other long-term’ reflect the movement in the long-service leave balance of each individual in the period. D. The share-based payments disclosed under ‘Performance Rights’ reflect the fair value of each right multiplied by the number of rights granted to each individual, amortised pro-rata over the vesting period of each right. The fair value of each right is calculated at date of grant by subtracting the expected dividend payments per share during the vesting period from the share price at date of grant. The number of rights granted to each key management person is disclosed in 6.4(i) below. The rules of the performance rights plan are explained in 6.2(ii)(a) above. E. The share-based payments disclosed under ‘Shares’ relate to a previous long-term incentive plan that has been discontinued. 6.4 Share-based payments (i) Performance rights granted as remuneration Details of performance rights that were granted to key management personnel during the financial year ended 31 July 2014 are set out below. All rights had a grant date of 22 November 2013, were provided at no cost to the recipients and have an exercise price of $nil. FY14 Performance rights grant Number of rights granted during FY14 Number of rights forfeited during FY14 Number of rights vested during FY14 Number of rights held as at 31 July 2014 Fair value per right at grant date ($) Mr S Banfield Mr J Paine Mr C Levy Mr W Springer Ms M De Ville Mr T Moffatt 36,000 30,000 51,000 33,000 9,000 33,000 - - - - - - - - - - - - 36,000 30,000 51,000 33,000 9,000 33,000 3.9567 3.9567 3.9567 3.9567 3.9567 3.9567 33 TPG Telecom Limited and its controlled entities Directors’ report For the year ended 31 July 2014 6. Remuneration report - audited (continued) 6.4 Share-based payments (continued) (i) Performance rights granted as remuneration (continued) Details of performance rights that were granted to key management personnel during previous financial years and that remained outstanding at the start of FY14 are set out below. All rights in the table below were provided at no cost to the recipients and have an exercise price of $nil. The FY13 and FY12 grants occurred on 24 December 2012 and 9 March 2012 respectively. FY13 Performance rights grant Number of rights held as at 31 July 2013 Number of rights forfeited during FY14 Number of rights vested during FY14 Number of rights held as at 31 July 2014 Fair value per right at grant date ($) Mr S Banfield Mr J Paine Mr C Levy Mr W Springer Ms M De Ville Mr T Moffatt 60,000 60,000 81,000 60,000 18,000 60,000 - - - - - - 20,000 20,000 27,000 20,000 6,000 20,000 40,000 40,000 54,000 40,000 12,000 40,000 2.3267 2.3267 2.3267 2.3267 2.3267 2.3267 FY12 Performance rights grant Number of rights held as at 31 July 2013 Number of rights forfeited during FY14 Number of rights vested during FY14 Number of rights held as at 31 July 2014 Fair value per right at grant date ($) Mr S Banfield Mr J Paine Mr C Levy Mr W Springer Mr T Moffatt 50,000 50,000 66,667 50,000 50,000 - - - - - 25,000 25,000 33,333 25,000 25,000 25,000 25,000 33,334 25,000 25,000 1.4733 1.4733 1.4733 1.4733 1.4733 There has been no vesting or granting of any rights since the year-end. (ii) Modification of terms of share-based payment transactions No terms of share-based payment transactions have been altered or modified by the issuing entity during the reporting period or the prior period. 34 TPG Telecom Limited and its controlled entities Directors’ report For the year ended 31 July 2014 7. Principal activities During the financial year the principal activities of the Group continued to be the provision of consumer, wholesale and corporate telecommunications services. 8. Dividends Dividends paid or declared by the Company since the end of the previous financial year were as follows: Cents per share Total amount $’000 Date of payment Final 2013 ordinary Interim 2014 ordinary Total amount 4.00 4.50 31,753 35,720 67,473 19 Nov 2013 20 May 2014 Dividends declared and paid during the year were fully franked at the rate of 30 per cent. After the balance sheet date the directors have declared a fully franked final FY14 dividend of 4.75 cents per ordinary share, payable on 18 November 2014 to shareholders on the register at 14 October 2014. The financial effect of this dividend has not been brought to account in the financial statements for the year ended 31 July 2014 and will be recognised in subsequent financial reports. 9. Events subsequent to reporting date On 30 September 2014 a Group entity entered into a contract to purchase a property close to the Sydney CBD for consideration of $30.1m. The site, which is currently leased by the Group for annual rent of some $3.1m, houses a key Group network hub and data centre and also provides office accommodation. Of the purchase price, $3.0m will be paid in FY15 with the balance payable in 1H FY16 when the existing lease expires and ownership transfers. Other than above, there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors of the Company, to affect significantly the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years. 10. Likely developments There are no material likely developments for the Group to disclose outside of normal business operations at the date of this report. 35 TPG Telecom Limited and its controlled entities Directors’ report For the year ended 31 July 2014 11. Directors’ interests The relevant interest of each director in the shares and options over such instruments issued by the companies within the Group and other related bodies corporate, as notified by the directors to the Australian Stock Exchange in accordance with S205G(1) of the Corporations Act 2001, at the date of this report is as follows: Shares in TPG Telecom Limited 291,625,604 200,000 100,000 7,374,175 88,812 90,251 Mr D Teoh Mr A Latimer Mr D Ledbury Mr R Millner Mr J Pang Mr S Teoh 12. Share options and rights Rights granted to directors and executives of the Group During the financial year, the Group granted rights over ordinary shares in the Company to the following five most highly remunerated officers of the Group as part of their remuneration: Number of rights granted Mr S Banfield Mr J Paine Mr C Levy Mr W Springer Mr T Moffatt 36,000 30,000 51,000 33,000 33,000 All rights were granted during the financial year. No rights or options have been granted since the end of the financial year. Unissued shares under options At the date of this report there are no unissued ordinary shares of the Company under option. Shares issued on exercise of options The Company issued no ordinary shares as a result of the exercise of options (nor were any options available to be exercised) either during or subsequent to the year ended 31 July 2014 (2013: Nil). 36 TPG Telecom Limited and its controlled entities Directors’ report For the year ended 31 July 2014 13. Indemnification and insurance of officers and auditors Indemnification The Company has agreed to indemnify all directors and officers of the Company against all liabilities to another person (other than the Company or a related body corporate) that may arise from their position as a director or as an officer of the Company and its controlled entities, except where the liability arises out of conduct involving a lack of good faith. The agreement stipulates that the Company will meet the full amount of any such liabilities, including costs and expenses. Insurance premiums Since the end of the previous financial year the Group has paid insurance premiums of $51,077 (2013: $50,541) in respect of directors’ and officers’ liability insurance for current and former directors and officers, including senior executives of the Company and directors, senior executives and secretaries of its controlled entities. The insurance premiums relate to:  costs and expenses that may be incurred by the relevant officers in defending proceedings, whether civil or criminal and whatever their outcome; and  other liabilities that may arise from their position, with the exception of conduct involving a wilful breach of duty or improper use of information or position to gain a personal advantage. 14. Non-audit services During the year KPMG, the Company’s auditor, has performed certain other services in addition to their statutory duties. The Board has considered the non-audit services provided during the year by the auditor and is satisfied that the provision of those non-audit services during the year by the auditor is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons:  all non-audit services were subject to the corporate governance procedures adopted by the Company and  have been reviewed by the Audit & Risk Committee to ensure they do not impact the integrity and objectivity of the auditor; and the non-audit services provided do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, 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. Details of the amounts paid to the auditor of the Company, KPMG, and its related practices for audit and non- audit services provided during the year are set out below. 37 TPG Telecom Limited and its controlled entities Directors’ report For the year ended 31 July 2014 14. Non-audit services (continued) Audit services: Audit and review of financial reports 799,000 394,800 2014 $ 2013 $ Services other than statutory audit: Other regulatory audit services: - Review of AAPT working capital statement - Telecommunications USO return - Bank covenant compliance certificate Other services: - Taxation advisory services 15. Rounding off 15,750 8,500 8,000 27,500 59,750 - 8,000 7,500 51,905 67,405 The Company is of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and, in accordance with that Class Order, amounts in the consolidated financial statements and directors’ report have been rounded off to the nearest thousand dollars, unless otherwise stated. This report is made with a resolution of the directors. David Teoh Chairman Dated at Sydney this 17th day of October, 2014 38 Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 To: the directors of TPG Telecom Limited I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended 31 July 2014 there have been: no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and no contraventions of any applicable code of professional conduct in relation to the audit. (i) (ii) KPMG Anthony Travers Partner Sydney 17 October 2014 39 TPG Telecom Limited and its controlled entities Consolidated income statement For the year ended 31 July 2014 Revenue Other income Telecommunications expense Employee benefits expense Other expenses Earnings before interest, tax, depreciation and amortisation (EBITDA) Note 2014 $’000 2013 $’000 4 5 970,920 2,633 724,533 3,349 (454,199) (103,634) (52,069) (328,139) (60,067) (46,590) 363,651 293,086 Depreciation of plant and equipment Amortisation of intangibles 14 15 (72,559) (35,214) (49,892) (23,942) Results from operating activities 255,878 219,252 Finance income Finance expenses Net financing costs Profit before income tax Income tax expense 1,762 (10,837) (9,075) 2,447 (9,400) (6,953) 6 246,803 212,299 7 (75,124) (63,134) Profit for the year attributable to owners of the company 171,679 149,165 Earnings per share: Basic and diluted earnings per share (cents) 8 21.6 18.8 The notes on pages 44 to 103 are an integral part of these consolidated financial statements. 40 TPG Telecom Limited and its controlled entities Consolidated statement of comprehensive income For the year ended 31 July 2014 Note 2014 $’000 2013 $’000 Profit for the year 171,679 149,165 Items that may be reclassified subsequently to profit or loss: Foreign exchange translation differences Net change in fair value of available-for-sale financial assets, net of tax 12 (10) 12,583 23 24,435 Other comprehensive income, net of tax 12,573 24,458 Total comprehensive income attributable to owners of the company 184,252 173,623 The notes on pages 44 to 103 are an integral part of these consolidated financial statements. TPG Telecom Limited and its controlled entities Consolidated statement of financial position As at 31 July 2014 Note 31 July 2014 $’000 31 July 2013 $’000 41 Assets Cash and cash equivalents Trade and other receivables Inventories Investments Prepayments and other assets Total Current Assets Trade and other receivables Investments Property, plant and equipment Intangible assets Prepayments and other assets Total Non-Current Assets Total Assets Liabilities Trade and other payables Loans and borrowings Current tax liabilities Employee benefits Provisions Accrued interest Deferred income and other liabilities Total Current Liabilities Loans and borrowings Deferred tax liabilities Employee benefits Provisions Deferred income and other liabilities Total Non-Current Liabilities Total Liabilities Net Assets Equity Share capital Reserves Retained earnings Total Equity 9 10 11 12 13 10 12 14 15 13 16 17 7 18 19 20 17 7 18 19 20 21 23,756 85,534 2,749 99,159 10,261 221,459 7,720 7,333 553,833 712,311 6,638 1,287,835 26,128 40,676 179 81,181 6,352 154,516 15,268 7,333 319,159 502,201 339 844,300 1,509,294 998,816 136,556 183 17,085 13,112 11,534 214 79,156 257,840 346,847 18,105 2,170 23,069 28,841 419,032 94,122 169 33,628 5,241 2,616 276 58,784 194,836 39,134 15,410 349 7,111 26,010 88,014 676,872 282,850 832,422 715,966 516,907 48,384 267,131 832,422 516,907 36,134 162,925 715,966 The notes on pages 44 to 103 are an integral part of these consolidated financial statements. TPG Telecom Limited and its controlled entities Consolidated statement of changes in equity For the year ended 31 July 2014 42 The notes on pages 44 to 103 are an integral part of these consolidated financial statements. ForeignShare-currencybasedSharetranslationpaymentsFair valueTotalRetainedTotalNotecapitalreservereservereservereservesearningsequity$'000$'000$'000$'000$'000$'000$'000Balance as at 1 August 2012516,907 106 (445) 10,836 10,497 63,373 590,777 Profit for the year- - - - - 149,165 149,165 Foreign currency translation differences- 23 - - 23 - 23 Net change in fair value of available-for-sale financial assets, net of tax12- - - 24,435 24,435 - 24,435 Total comprehensive income for the period- 23 - 24,435 24,458 149,165 173,623 Share-based payment transactions- - 1,179 - 1,179 - 1,179 Dividends paid to shareholders22 - - - - - (49,613) (49,613) Total contributions by and distributions to owners- - 1,179 - 1,179 (49,613) (48,434) Balance as at 31 July 2013516,907 129 734 35,271 36,134 162,925 715,966 Balance as at 1 August 2013516,907 129 734 35,271 36,134 162,925 715,966 Profit for the year- - - - - 171,679 171,679 Foreign currency translation differences- (10) - - (10) - (10) Net change in fair value of available-for-sale financial assets, net of tax12- - - 12,583 12,583 - 12,583 Total comprehensive income for the period- (10) - 12,583 12,573 171,679 184,252 Share-based payment transactions- - (323) - (323) - (323) Dividends paid to shareholders22 - - - - - (67,473) (67,473) Total contributions by and distributions to owners- - (323) - (323) (67,473) (67,796) Balance as at 31 July 2014516,907 119 411 47,854 48,384 267,131 832,422 Attributable to owners of the Company TPG Telecom Limited and its controlled entities Consolidated statement of cash flows For the year ended 31 July 2014 43 Cash flows from operating activities Cash receipts from customers Cash paid to suppliers and employees Cash generated from operations Income taxes paid Net cash from operating activities Cash flows from investing activities Acquisition of subsidiaries, net of cash acquired Costs incurred on acquisition of subsidiaries Acquisition of property, plant and equipment Acquisition of intangibles Acquisition of investments Proceeds from sale of investments Dividends received Net cash used in investing activities Cash flows from financing activities Proceeds from borrowings Repayment of borrowings Transaction costs related to loans & borrowings Payment of finance lease liabilities Interest paid Interest received Dividends paid Net cash from/(used in) financing activities Note 2014 $’000 2013 $’000 1,089,953 (693,326) 396,627 (96,103) 300,524 800,467 (482,450) 318,017 (79,218) 238,799 (462,752) (3,119) (68,870) (676) - - 2,633 (532,784) 472,000 (164,000) (2,409) (185) (8,537) 1,030 (67,473) 230,426 - - (58,320) (2,918) (7,333) 2,475 2,219 (63,877) 27,000 (134,000) - (372) (7,363) 1,411 (49,613) (162,937) 28 27 15 12 5 17 17 22 Net increase in cash and cash equivalents (1,834) 11,985 Cash and cash equivalents at beginning of the year Effect of exchange rate fluctuations 26,128 (538) 13,767 376 Cash and cash equivalents at end of the year 9 23,756 26,128 The notes on pages 44 to 103 are an integral part of these consolidated financial statements. 44 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 Index to notes to the consolidated financial statements Note 1 Reporting entity Note 2 Basis of preparation Note 3 Segment reporting Note 4 Revenue Note 5 Other income Note 6 Finance income and expenses Note 7 Taxes Note 8 Earnings per share Note 9 Cash and cash equivalents Note 10 Trade and other receivables Note 11 Inventories Note 12 Investments Note 13 Prepayments and other assets Note 14 Property, plant and equipment Note 15 Intangible assets Note 16 Trade and other payables Note 17 Loans and borrowings Note 18 Employee benefits Page 45 45 46 48 48 48 49 52 52 52 53 53 54 55 57 59 59 62 Note 19 Provisions Page 63 Note 20 Deferred income and other liabilities 64 Note 21 Capital and reserves Note 22 Dividends Note 23 Financial instruments and risk management Note 24 Operating leases Note 25 Capital and other commitments Note 26 Consolidated entities Note 27 Acquisition of subsidiary Note 28 Reconciliation of cash flows from operating activities Note 29 Parent entity disclosures Note 30 Related parties Note 31 Subsequent events Note 32 Auditors’ remuneration Note 33 Deed of cross guarantee Note 34 Significant accounting policies 65 66 67 75 75 76 78 80 81 82 85 85 85 89 45 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 1. Reporting entity TPG Telecom Limited (the ‘Company’) is a company domiciled in Australia. The address of the Company’s registered office is 65 Waterloo Road, Macquarie Park, NSW 2113. The consolidated financial statements as at, and for the year ended 31 July 2014, comprise the accounts of the Company and its subsidiaries (together referred to as the ‘Group’). The Group is a for-profit entity and is primarily involved in the provision of consumer, wholesale, government and corporate telecommunications services. 2. a. Basis of preparation Statement of compliance The consolidated financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards (AASBs) adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The consolidated financial statements comply with International Financial Reporting Standards (IFRSs) adopted by the International Accounting Standards Board (IASB). The consolidated financial statements were approved by the Board of Directors on 17 October 2014. b. Basis of measurement The consolidated financial statements have been prepared on the historical cost basis with the exception of assets and liabilities acquired through business combinations and financial instruments which are measured at fair value. The methods used to measure fair values are discussed further at note 34(v). Notwithstanding the fact that the classifications within the 31 July 2014 consolidated statement of financial position show a net current liability position, the accounts have been prepared on a going concern basis as there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable based on its Board approved cashflow projections, and also the undrawn debt facility available to it (refer note 17). c. Functional and presentation currency These consolidated financial statements are presented in Australian dollars, which is the functional currency of the majority of the subsidiaries of the Group. The Group is of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and, in accordance with that Class Order, all financial information presented in Australian dollars has been rounded to the nearest thousand unless otherwise stated. 46 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 2. Basis of preparation (continued) d. Use of estimates and judgements Preparation of the consolidated financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively. In particular, information about significant areas of estimation uncertainties and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements is provided in the following notes:  Note 15 – measurement of the recoverable amounts of cash-generating units containing goodwill;  Note 23 – valuation of financial instruments;  Note 27 – acquisition of subsidiary;  Note 34(o)(iii) and note 4 – revenue recognition for network capacity sales. 3. Segment reporting See accounting policy in Note 34(r). Operating segments The Group identifies its operating segments based on the internal reports that are reviewed and used by the Executive Chairman (the chief operating decision maker) in assessing performance and in determining the allocation of resources. Following the acquisition of AAPT on 28 February 2014 (refer note 27), the Group has recognised three primary segments, Consumer, Corporate and AAPT, in its financial statements for the current year. The Group’s Consumer segment provides retail telecommunications services to residential and small business customers. The Group’s Corporate and AAPT segments provide telecommunications services to corporate, government, and wholesale customers. Results for the year for each operating segment are set out in the table on the next page. Geographic Information All of the Group’s revenues are derived from Australian based entities, except for $10.5 million (2013: $10.3 million) derived from overseas customers. All of the Group’s non-current assets are located in Australia, except for assets amounting to $116.5 million (2013: $122.9 million) that are located either overseas or in international waters. 47 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 3. Segment reporting (continued) Consumer Corporate AAPT Unallocated Consolidated results 2014 $'000 2013 $'000 2014 $'000 2013 $'000 2014* $'000 2013 $'000 2014 $'000 2013 $'000 2014 $'000 2013 $'000 Revenue Other income 563,215 - 480,295 - 242,914 - 244,238 - 164,791 - Telecommunications expense Employee benefits expense Other expenses Results from segment activities (293,249) (33,181) (31,223) 205,562 (237,408) (27,956) (34,345) 180,586 (74,749) (32,139) (10,021) 126,005 (90,731) (32,111) (11,092) 110,304 (86,201) (38,314) (7,158) 33,118 - - - - - - 2,633 - - (3,667) (1,034) - 3,349 970,920 2,633 724,533 3,349 - - (1,153) 2,196 (454,199) (103,634) (52,069) 363,651 (328,139) (60,067) (46,590) 293,086 Depreciation of plant and equipment Amortisation of intangibles Results from operating activities Net financing costs Profit before income tax Income tax expense Profit for the year (72,559) (35,214) 255,878 (49,892) (23,942) 219,252 (9,075) 246,803 (6,953) 212,299 (75,124) 171,679 (63,134) 149,165 * AAPT results are for the post acquisition period from 1 March 2014 to 31 July 2014. Expenses in the ‘Unallocated’ column comprise costs incurred in relation to business combinations, plus other corporate expenses. TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 48 4. Revenue See accounting policy in Note 34(o). Revenue comprises the following: Rendering of services Sale of goods Network capacity sales, recognised as: - - operating leases finance leases 5. Other income Dividend income Profit on sale of investments 6. Finance income and expenses See accounting policy in Note 34(p)(ii). Interest income Interest expense Unwinding of discount on provisions Borrowing costs Net finance expense 2014 $’000 2013 $’000 902,134 10,701 55,800 2,285 970,920 2014 $’000 2,633 - 2,633 657,036 9,530 47,469 10,498 724,533 2013 $’000 2,219 1,130 3,349 2014 $’000 2013 $’000 1,762 (8,291) (184) (2,362) (9,075) 2,447 (7,253) (110) (2,037) (6,953) 49 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 7. Taxes See accounting policy in Note 34(q). Income tax expense Current tax expense Current year Adjustments for prior years Deferred tax expense Origination and reversal of temporary differences Adjustments for prior years 2014 $’000 2013 $’000 79,152 (202) 78,950 (3,582) (244) (3,826) 73,416 (60) 73,356 (9,446) (776) (10,222) Income tax expense 75,124 63,134 Numerical reconciliation between tax expense and pre-tax accounting profit Profit before tax Income tax expense at the rate of 30% Expenses not deductible for tax Over provided in prior year Income tax expense Current tax liabilities 2014 $’000 2013 $’000 246,803 212,299 74,041 63,690 1,177 (94) 220 (776) 75,124 63,134 The current tax liability for the Group of $17.1m (2013: $33.6m) represents the remaining amount of income tax payable in respect of the year ended 31 July 2014. 50 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 7. Taxes (continued) Deferred tax assets and liabilities Deferred tax assets and liabilities are attributable to the following: Assets Liabilities Net 2014 $’000 2013 $’000 (839) (309) - (1,835) - - (14,453) (4,585) (11,589) (259) (241) 311 (33,799) 33,799 - (1,884) (231) - (1,990) - - (7,036) (1,677) (10,504) (384) (969) (518) (25,193) 25,193 - 2014 $’000 398 - 20,508 11,712 18,337 - 70 - 802 - - 2013 $’000 1,900 - 15,116 11,436 12,128 20 3 - - - - 2014 $’000 (441) (309) 20,508 9,877 18,337 - (14,383) (4,585) (10,787) (259) (241) 2013 $’000 16 (231) 15,116 9,446 12,128 20 (7,033) (1,677) (10,504) (384) (969) 77 51,904 (33,799) 18,105 - 40,603 (25,193) 15,410 388 18,105 (518) 15,410 18,105 15,410 Receivables Inventories Investments Property, plant and equipment Intangible assets Payables Provisions Employee benefits Unearned revenue Equity raising costs Tax losses carried forward Other items Tax (assets)/liabilities Set off of tax Net tax liabilities TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 7. Taxes (continued) Movement in temporary differences during the year 51 Balance 31 July 2012 $’000 Recognised in profit or loss $’000 Recognised in equity $’000 Balance 31 July 2013 $’000 Recognised in profit or loss $’000 Recognised in equity $’000 Acquired in business combination $’000 Balance 31 July 2014 $’000 Receivables Inventories Investments Property, plant and equipment Intangible assets Payables Provisions Employee benefits Unearned revenue Equity raising costs Other items Tax loss carry-forwards (1,927) (140) 4,644 9,577 17,475 (78) (4,420) (1,747) (5,942) (546) (797) (959) 15,140 1,943 (91) - (131) (5,347) 98 (2,613) 70 (4,562) 162 279 (10) (10,202) - - 10,472 - - - - - - - - - 10,472 16 (231) 15,116 9,446 12,128 20 (7,033) (1,677) (10,504) (384) (518) (969) 15,410 (457) 186 - 431 (6,764) (20) 2,045 371 (283) 125 (803) 728 (4,441) - - 5,392 - - - - - - - - - 5,392 - (264) - - 12,973 - (9,395) (3,279) - - 1,709 - 1,744 (441) (309) 20,508 9,877 18,337 - (14,383) (4,585) (10,787) (259) 388 (241) 18,105 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 8. Earnings per share See accounting policy in Note 34(t). Basic and diluted earnings per share 52 2014 Cents 21.6 2014 $’000 2013 Cents 18.8 2013 $’000 Profit attributable to ordinary shareholders used in calculating basic and diluted earnings per share 171,679 149,165 Weighted average number of ordinary shares used as the denominator in calculating basic and diluted earnings per share 793,808,141 793,808,141 9. Cash and cash equivalents See accounting policy in Note 34(e). Bank balances Cash Cash and cash equivalents 10. Trade and other receivables Current Trade receivables Accrued income and other receivables Less: Provision for impairment losses Non-Current Accrued income and other receivables 2014 $’000 23,739 17 23,756 2013 $’000 26,121 7 26,128 2014 $’000 2013 $’000 86,069 15,291 (15,826) 85,534 30,060 16,895 (6,279) 40,676 7,720 15,268 The Group’s exposure to credit and currency risk and impairment losses related to trade and other receivables is disclosed in note 23. TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 53 11. Inventories See accounting policy in Note 34(i). Customer equipment inventory 12. Investments See accounting policy in Note 34(d)(ii). Available-for-sale financial assets Current Carrying amount at 1 August Disposals at cost Change in fair value Carrying amount at 31 July Non-Current Carrying amount at 1 August Acquisitions Carrying amount at 31 July 2014 $’000 2,749 2013 $’000 179 2014 $’000 81,181 - 17,978 99,159 7,333 - 7,333 2013 $’000 47,619 (1,345) 34,907 81,181 - 7,333 7,333 There are three possible valuation methods (or ‘levels’) for financial instruments that are measured at fair value. Those different levels are as follows:  Level 1: quoted prices in active markets for identical assets or liabilities;  Level 2: inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and  Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). The Group’s only financial instruments that are measured at fair value are available-for-sale financial assets. The current available-for-sale financial assets, being ASX listed securities, are categorised as Level 1 financial assets as they are valued at quoted market prices. The non-current available-for-sale financial assets balance represents the Group’s investment in Cocoon Data Holdings Limited. This investment is categorised as a Level 2 financial asset as it is valued based on observable inputs other than quoted market prices. Sensitivity analysis – equity price risk A two percent increase in the share price of ASX listed equity investments as at the reporting date would have increased equity by $1.4m after tax. An equal change in the opposite direction would have decreased equity by $1.4m after tax. TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 13. Prepayments and other assets Current Prepayments Non-Current Security deposits 54 2014 $’000 2013 $’000 10,261 6,352 6,638 339 55 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 14. Property, plant and equipment See accounting policy in Note 34(f). Cost Note Network infrastructure $’000 Land & Buildings $’000 Leasehold improvements $’000 Balance at 1 August 2012 Additions Disposals Effect of movements in exchange rates Balance at 31 July 2013 Balance at 1 August 2013 Acquisitions through business combinations Additions Disposals Effect of movements in exchange rates Balance at 31 July 2014 27 531,506 51,641 (6,668) 271 576,750 576,750 238,776 64,756 (100) (112) 880,070 3,148 - - 102 3,250 3,250 - 1,602 - (30) 4,822 3,013 - - - 3,013 3,013 2,138 112 - - 5,263 Total $’000 537,667 51,641 (6,668) 373 583,013 583,013 240,914 66,470 (100) (142) 890,155 56 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 14. Property, plant and equipment (continued) Depreciation and impairment losses Balance at 1 August 2012 Depreciation charge for the year Disposals Effect of movements in exchange rates Balance at 31 July 2013 Balance at 1 August 2013 Depreciation charge for the year Disposals Effect of movements in exchange rates Balance at 31 July 2014 Carrying amounts At 31 July 2013 At 31 July 2014 Network infrastructure $’000 Land & Buildings $’000 Leasehold improvements $’000 212,079 48,853 (58) 248 261,122 261,122 71,800 - (83) 332,839 303 138 - 20 461 461 118 - (8) 571 1,370 901 - - 2,271 2,271 641 - - 2,912 Total $’000 213,752 49,892 (58) 268 263,854 263,854 72,559 - (91) 336,322 315,628 2,789 742 319,159 547,231 4,251 2,351 553,833 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 15. Intangible assets See accounting policy in Note 34(h). 57 Note 27 Cost Balance 1 August 2012 Additions Balance 31 July 2013 Balance 1 August 2013 Additions Acquisitions through business combinations Balance 31 July 2014 Amortisation and Impairment Balance 1 August 2012 Amortisation for the year Balance 31 July 2013 Balance 1 August 2013 Amortisation for the year Balance 31 July 2014 Carrying amounts At 31 July 2013 Non-Amortising Amortising Total Goodwill $’000 Trademarks $’000 Acquired customer bases $’000 Indefeasible rights of use of capacity $’000 Software $’000 Licences $’000 391,521 - 391,521 391,521 - 157,579 549,100 - - - - - - 20,068 - 20,068 20,068 - - 20,068 - - - - - - 236,924 - 236,924 236,924 - 43,245 280,169 174,213 18,114 192,327 192,327 27,525 219,852 62,334 251 62,585 62,585 567 9,496 - 9,496 9,496 109 37,284 100,436 6,540 16,145 14,874 4,594 19,468 19,468 6,057 25,525 8,031 1,190 9,221 9,221 1,365 10,586 - 2,667 2,667 2,667 - - 2,667 - 44 44 44 267 311 $’000 720,343 2,918 723,261 723,261 676 244,648 968,585 197,118 23,942 221,060 221,060 35,214 256,274 391,521 20,068 44,597 43,117 275 2,623 502,201 At 31 July 2014 549,100 20,068 60,317 74,911 5,559 2,356 712,311 Amortising intangibles are removed from cost in the analysis in the year after they become fully amortised. TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 15. Intangible assets (continued) Impairment tests for cash generating units containing goodwill 58 For the purpose of impairment testing, goodwill is allocated to the Group’s cash generating units (CGUs). CGUs are determined according to the lowest level of groups of assets that generate largely independent cashflows. The Group currently has three separate CGUs, being the Consumer, Corporate and AAPT CGUs. Indefinite life intangible assets comprise goodwill and trademarks and are allocated to the CGUs as set out in the table below. Goodwill is allocated to the CGU that is expected to benefit from the synergies of the acquisition. 2014 Goodwill Trademarks $m 20 - - 20 $m 387 5 157 549 Total $m 407 5 157 569 2013 Goodwill Trademarks $m 20 - - 20 $m 387 5 - 392 Total $m 407 5 - 412 Consumer Corporate AAPT Total Determining whether goodwill is impaired involves estimating the value-in-use of the CGUs to which the goodwill has been allocated. Value-in-use is determined by discounting the projected future cashflows generated from the continuing use of the assets in the relevant CGU. The cashflow projections utilised for this purpose comprise projections for a five year period plus a terminal value. The projections are prepared by senior management using conservative assumptions which include a long-term growth rate of 2% per annum based on the long-term industry growth rate (2013: 2%), including for the terminal phase beyond year 5. A pre-tax discount rate of 13.5% (2013: 13.5%) has been used in discounting the projected cashflows of each CGU, which is based on the Group’s WACC adjusted to reflect an estimate of specific risks assumed in the cashflow projections. Sensitivity analysis on all key assumptions employed in the value-in-use calculations has been performed. From this it was concluded that no reasonable possible movement in any of the key assumptions would give rise to any impairment in any of the CGUs. TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 59 16. Trade and other payables See accounting policy in Note 34(n). Trade creditors Other creditors and accruals 2014 $’000 62,631 73,925 136,556 2013 $’000 43,468 50,654 94,122 The Group’s exposure to currency and liquidity risk related to trade and other payables is disclosed in note 23. 17. Loans and borrowings See accounting policy in Note 34(d). This note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings. For more information about the Group’s exposure to interest rate and foreign currency risk, see note 23. Current Finance lease liabilities Non-Current Gross secured bank loans Less: Unamortised borrowing costs Finance lease liabilities 2014 $’000 2013 $’000 183 169 350,000 (3,259) 346,741 106 346,847 42,000 (3,171) 38,829 305 39,134 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 17. Loans and borrowings (continued) 60 At the beginning of FY14 the Group had outstanding debt of $42.0m which it fully repaid during 1H14. Subsequently, on 27 February 2014, in order to finance the acquisition of AAPT (refer note 27) the Group entered into an Amendment and Restatement Deed relating to its existing Syndicated Debt Facility Agreement. Under the terms of the Deed the facility limit was increased to $490.0m and the termination date of the facility was extended to 27 February 2017. The initial drawdown under the amended facility was $425.0m. Repayments of $75.0m have been made since that date taking total debt repayments for the year to $117.0m (net of draw-downs of $47.0m) and leaving a closing debt balance of $350.0m as at 31 July 2014. The outstanding loan balance as at year end is shown in the statement of financial position net of unamortised borrowing costs of $3.3m (2013: $3.2m). Under the terms of the facility there are no compulsory repayments until the 27 February 2017 termination date. In addition to the $140.0m undrawn debt facility at 31 July 2014, the Group also has a $25.0m working capital facility. The bank loan facility is secured by a fixed and floating charge over all of the assets of the Group, with the exception of the assets of the following subsidiaries: Chariot Pty Ltd Kooee Pty Ltd Digiplus Contracts Pty Ltd Blue Call Pty Ltd Orchid Cybertech Services Inc (Philippines) Orchid Human Resources Pty Ltd TPG (NZ) Pty Ltd IntraPower Pty Ltd IP Service Xchange Pty Ltd Trusted Cloud Pty Ltd Trusted Cloud Solutions Pty Ltd Alchemyit Pty Ltd IP Group Pty Ltd Mercury Connect Pty Ltd VtalkVoip Pty Ltd Intrapower Terrestrial Pty Ltd Hosteddesktop.com Pty Ltd Virtual Desktop Pty Ltd Destra Communications Pty Ltd Telecom New Zealand Australia Pty Ltd AAPT Limited Connect Internet Solutions Pty Limited PowerTel Limited Request Broadband Pty Ltd Telecom Enterprises Australia Pty Limited 61 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 17. Loans and borrowings (continued) Terms and debt repayment schedule Terms and conditions of outstanding loans were as follows: Currency Nominal interest rate Year of maturity 2014 Face value $’000 Carrying amount $’000 2013 Face value $’000 Carrying amount $’000 Secured bank loans Finance lease liabilities AUD BBSY + margin (1) AUD 6% - 9% 2017 2014- 2016 350,000 350,000 42,000 42,000 308 289 526 474 350,308 350,289 42,526 42,474 (1) Margin is variable and is determined quarterly according to gearing ratio. Finance lease liabilities Finance lease liabilities of the Group are payable as follows: Minimum lease payments $’000 199 109 308 2014 2013 Interest $’000 Principal $’000 Minimum lease payments $’000 Interest $’000 Principal $’000 16 3 19 183 106 289 200 326 526 31 21 52 169 305 474 Less than one year Between one and five years TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 62 18. Employee benefits See accounting policy in Note 34(k). Current Liability for annual leave Liability for long service leave Non-Current Liability for long service leave 2014 $’000 7,432 5,680 13,112 2013 $’000 3,578 1,663 5,241 2,170 349 Share based payments - Performance rights plan The Group has a long-term incentive structure in the form of a performance rights plan. Under the rules of the performance rights plan, participants may be granted rights to fully paid ordinary shares in the Company for no consideration, subject to certain performance conditions. The plan was introduced in FY12 with the first grant of rights taking place on 9 March 2012. During FY13 a second grant of rights occurred (grant date 24 December 2012) and a third grant of rights was made in FY14 (certain participants were granted rights on 22 November 2013 and others on 18 December 2013). All rights issued to-date have the same key terms which are as follows:  One third of the performance rights granted will vest following the release of the Group’s audited financial statements for each of the three financial years ending after the date of grant, subject to the satisfaction of performance conditions.  At each vesting date: o 30% of the performance rights that are due to vest on that date will vest if the rights holder has been continuously employed by the Group up until and including the relevant vesting date; and o 70% of the performance rights that are due to vest on that date will vest if the rights holder has been continuously employed by the Group up until and including the relevant vesting date and the Group has met its financial objectives for the financial year immediately preceding the relevant vesting date.  Any performance rights which do not vest, automatically lapse. The number of rights granted or outstanding during the year ended 31 July 2014 are set out below: Balance as at 1 August 2013 Granted during the year Forfeited during the year Vested during the year Balance as at 31 July 2014 Number of Rights 1,174,167 401,400 - (482,833) 1,092,734 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 18. Employee benefits (continued) 63 The fair value of the rights at date of grant was calculated by subtracting the expected dividend payments per share during the vesting period from the share price at date of grant. The weighted average fair value and share price as at each date of grant are as follows: Date of grant 9 March 2012 24 December 2012 22 November 2013 18 December 2013 Weighted average fair value $1.4733 $2.3267 $3.9567 $4.5767 Share price $1.56 $2.48 $4.15 $4.77 At the year-end an estimate of how many rights are likely to vest based on the continuous employment and financial performance conditions has been updated. The fair value of the number of rights expected to vest has been expensed in proportion to how far through the vesting period the rights are at that date. The amount consequently expensed in the year was $1.5m (2013: $1.1m). Under the above share-based payment scheme, funds are transferred by the Company to a trust which acts as an agent and purchases shares for the benefit of the selected employees. A share-based payments reserve is recognised for the funds transferred to the trust. An employee expense is recognised over the vesting period of the rights with a corresponding decrease in the share-based payments reserve. Superannuation contributions The Group contributed $5.7m to defined contribution superannuation plans during the current year (2013: $3.0m). 19. Provisions See accounting policy in Note 34(m). Balance as at 1 August 2013 Acquired through business combinations Provisions made during the year Provisions used during the year Unwind of discount Balance as at 31 July 2014 Current Non-current Make good costs $’000 Lease increment $’000 Onerous leases $’000 6,087 12,111 - (80) 184 18,302 630 17,672 18,302 1,640 - - (229) - 1,411 205 1,206 1,411 - 14,769 - (2,879) - 11,890 7,699 4,191 11,890 Other $’000 2,000 - 1,000 - - 3,000 3,000 - 3,000 Total $’000 9,727 26,880 1,000 (3,188) 184 34,603 11,534 23,069 34,603 64 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 19. Provisions (continued) Make good costs The make good costs provision relates to the Group’s estimated costs to make good leased premises. The provision is based on the estimated cost per leased site using historical costs for sites made good previously. Lease increment Where the Group has contracted lease agreements that contain incremental lease payments over the term of the lease, a provision is recognised for the increased lease payments so that lease expenditure is recognised on a straight line basis over the lease term. Onerous leases Where the Group has contractual obligations with costs exceeding the expected economic benefits flowing from the arrangement, a provision is immediately recognised for the excess cost component. 20. Deferred income and other liabilities See accounting policy in Note 34(o). Current Deferred income Non-Current Deferred income 2014 $’000 2013 $’000 79,156 58,784 28,841 26,010 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 21. Capital and reserves See accounting policy in Note 34(d)(iv). Share capital 65 Ordinary shares $’000 2014 2013 2014 2013 Balance as at 1 August Ordinary shares issued during the year Balance as at 31 July 793,808,141 793,808,141 - 793,808,141 793,808,141 - 516,907 - 516,907 516,907 - 516,907 The Company does not have authorised capital or par value in respect of its issued shares. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank equally with regard to the Company’s residual assets. Foreign currency translation reserve The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations where their functional currency is different to the presentation currency of the reporting entity. Share-based payments reserve The share-based payments reserve represents the value of shares held by a share-based remuneration plan that the Company is required to include in the consolidated financial statements. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments. At 31 July 2014 the number of Company shares held by the Group was 16 (2013: 21,085). Fair value reserve The fair value reserve comprises the cumulative net change in the fair value of available-for-sale financial assets until the investments are derecognised or impaired. 66 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 22. Dividends Dividends recognised in the current year were as follows: 2014 Interim 2014 ordinary Final 2013 ordinary Total amount 2013 Interim 2013 ordinary Final 2012 ordinary Total amount Cents per share 4.50 4.00 3.50 2.75 Total Amount $’000 35,720 31,753 67,473 Date of payment 20 May 2014 19 Nov 2013 27,783 21,830 49,613 21 May 2013 20 Nov 2012 All dividends declared or paid during the year were fully franked at the tax rate of 30%. The directors have declared a fully franked final FY14 dividend of 4.75 cents per share. As the final dividend was not declared or resolved to be paid by the Board of directors as at 31 July 2014, the dividend has not been provided for in the consolidated statement of financial position. The dividend has a record date of 14 October 2014 and will be paid on 18 November 2014. The Dividend Reinvestment Plan (DRP) is currently suspended until further notice. Dividend franking account 2014 $’000 2013 $’000 30 per cent franking credits available to shareholders of the Company for subsequent financial years 232,971 181,772 The above available amounts are based on the balance of the dividend franking account at year-end adjusted for: (a) (b) franking credits that will arise from the payment of the current tax liabilities; franking debits that will arise from the payment of dividends recognised as a liability at the year- end; and franking credit transferred in on business combinations. (c) The ability to utilise the franking credits is dependent upon the ability of the Company to pay dividends. The impact on the dividend franking account of dividends proposed after the balance sheet date but not yet recognised as a liability is to reduce it by $16.2m (2013: $13.6m). 67 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 23. Financial instruments and risk management See accounting policy in Note 34(d). Overview The Group has exposure to the following risks from its use of financial instruments: credit risk   liquidity risk  market risk This note presents information about the Group’s exposure to each of the above risks, its objectives, policies and processes for measuring and managing risk, and the management of capital. Further quantitative disclosures are included throughout this financial report. The Board of directors has overall responsibility for the establishment and oversight of the risk management framework. Risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and in the Group’s activities. The Group aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations. The Group’s Audit & Risk Committee oversees how management monitors compliance with the Group’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers. The Group’s exposure to credit risk is influenced by the individual characteristics of each customer, the industry and the geographical region in which the customers operate. The Group minimises concentration of credit risk by undertaking transactions with a large number of customers. By industry, the Group is not subject to a concentration of credit risk as its customers operate in a wide range of industries. TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 23. Financial instruments and risk management (continued) Credit risk (continued) 68 The Group has established a credit policy for its corporate customers under which each new customer is analysed individually for creditworthiness before the Group’s standard payment and delivery terms and conditions are offered. The review includes obtaining external ratings, when available, and in some cases bank references. Credit limits may be established for each customer. These limits are reviewed regularly. Customers that fail to meet the Group’s benchmark creditworthiness may transact with the Group only on a prepayment basis or on other specific terms considered by management to be satisfactory. In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether they are an individual or legal entity, whether they are a wholesale or retail customer, geographic location, industry, ageing profile, and existence of previous financial difficulties. The Group has established a provision for impairment that represents management’s estimate of incurred losses in respect of trade and other receivables. The carrying amount of the Group’s financial assets represents the maximum credit exposure from those assets. The Group’s maximum exposure to credit risk at the reporting date was as follows: Trade and other receivables Cash and cash equivalents Available-for-sale financial assets Note 10 9 12 2014 $’000 93,254 23,756 106,492 223,502 2013 $’000 55,944 26,128 88,514 170,586 The Group’s maximum exposure to credit risk for trade receivables at the reporting date by customer type was as follows: Type of customer Corporate Retail Wholesale Government Note 10 2014 $’000 25,126 9,832 45,511 5,600 86,069 2013 $’000 10,244 8,000 7,125 4,691 30,060 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 23. Financial instruments and risk management (continued) Credit risk (continued) The Group’s maximum exposure to credit risk for trade receivables at the reporting date by geographical region was as follows: 69 Geographical region Australia New Zealand United States Other Note 10 2014 $’000 85,111 92 463 403 86,069 2013 $’000 29,432 86 371 171 30,060 Geographically, the Group is subject to a concentration of credit risk as predominantly all of its revenue is generated in Australia. The ageing of the Group’s trade receivables at the reporting date was as follows: Ageing of customer Not past due Past due 0-30 days Past due 31-60 days Past due 61-90 days Past due 91-120 days Past due 121 days Gross trade receivables Less: Provision for impairment losses Net receivables Note 10 2014 $’000 51,184 21,653 5,011 1,844 1,613 4,764 86,069 (15,826) 70,243 2013 $’000 18,392 5,003 970 847 1,348 3,500 30,060 (6,279) 23,781 The provision for impairment losses of the Group at 31 July 2014 of $15.8m (2013: $6.3m) represents the risk of non-collection of outstanding debts that are past due and believed to be at risk of non- collection. The provision is used to record impairment losses unless the Group is satisfied that no recovery of the amount owing is possible. At this point the amount is considered irrecoverable and is written off against the financial asset directly. TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 23. Financial instruments and risk management (continued) Credit risk (continued) 70 The movement in the provision for impairment losses during the year ended 31 July 2014 is as follows: Note 10 2014 $’000 6,279 9,786 (239) 15,826 2013 $’000 7,084 - (805) 6,279 Balance at 1 August Acquired through business combination Amounts written off Balance at 31 July 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’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group manages the cashflow projections of subsidiaries to optimise its return on cash. The Group ensures that it has sufficient cash on demand to meet expected operational expenses including the servicing of financial obligations. In addition to its cash reserves, the Group has a debt facility of $490.0m available to it during the year (of which $350.0m was utilised as at 31 July 2014) (refer note 17). The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements: 31 July 2014 Note Carrying amount Contractual cashflows 6 months or less 6-12 months $’000 $’000 $’000 $’000 1-2 years $’000 2-5 years More than 5 years $’000 $’000 Secured bank loans Finance lease liabilities Trade and other payables 17 (350,000) (387,532) (7,264) (7,264) (14,529) (358,475) (289) (308) (106) (93) (109) 16 (136,556) (136,556) (136,556) - - - - (486,845) (524,396) (143,926) (7,357) (14,638) (358,475) - - - - 71 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 23. Financial instruments and risk management (continued) Liquidity risk (continued) 31 July 2013 Note Carrying amount Contractual cashflows 6 months or less $’000 $’000 $’000 6-12 months $’000 1-2 years $’000 2-5 years More than 5 years $’000 $’000 Secured bank loans Finance lease liabilities Trade and other payables 17 (42,000) (45,037) (935) (935) (43,167) - (474) (526) (91) (109) (217) (109) 16 (94,122) (94,122) (94,122) - - - 136,596 (139,685) (95,148) (1,044) (43,384) (109) - - - - It is not expected that the cashflows included in the maturity analysis above could occur significantly earlier, or at significantly different amounts. Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising return. (i) Currency risk The Group is exposed to currency risk on revenues, expenses, receivables and borrowings that are denominated in a currency other than its functional currency, the Australian dollar (AUD). These other currencies include primarily the United States dollar (USD), the New Zealand dollar (NZD), Philippine peso (PHP) and the Hong Kong dollar (HKD). The Group to-date has not hedged its exposure to these non-functional currencies as the exposure is not considered to be a significant risk to the Group. TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 23. Financial instruments and risk management (continued) Market risk (continued) The Group’s exposure to foreign currency risk at balance date was as follows: 31 July 2014 31 July 2013 AUD equivalent NZD USD PHP HKD AUD equivalent NZD USD PHP $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 Trade receivables Other financial assets Trade payables 1,106 2,531 (4,556) (919) 5 - (34) (29) 1,031 2,352 (4,224) (841) - 695 (91) 604 - - (64) (64) 2,784 4,507 (4,933) 2,358 21 - (74) (53) 2,516 4,091 (4,428) 2,179 - 429 (43) 386 The average rates during the year and spot rates at the year-end for the currencies that impact the business were as follows: 72 HKD $’000 - - (50) (50) Average rate 2014 1.12 0.92 40.00 7.16 2013 1.22 0.98 41.61 7.89 Reporting date spot rate 2013 1.14 0.91 39.42 7.06 2014 1.10 0.94 40.58 7.25 NZD USD PHP HKD Sensitivity analysis A 10 percent strengthening/weakening of the Australian dollar against the above currencies at 31 July 2014 would have decreased/increased equity and profit or loss by $85k (2013: $214k). This analysis assumes that all other variables, in particular interest rates, remain constant. The analysis is performed on the same basis for 2013. (ii) Interest rate risk At the reporting date the Group’s interest-bearing financial instruments were as follows: Fixed rate instruments Financial liabilities Variable rate instruments Financial assets Financial liabilities Note 17 9 17 2014 $’000 (289) 2013 $’000 (474) 23,756 (350,000) (326,244) 26,128 (42,000) (15,872) TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 23. Financial instruments and risk management (continued) Market risk (continued) 73 The Group does from time-to-time hedge its exposure to the impact of changes in interest rates on its core borrowings. As at 31 July 2014 the amount of borrowings that were hedged was $nil (2013: $nil). Fair value sensitivity analysis for fixed rate instruments The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss. Cashflow sensitivity analysis for variable rate instruments A change of 100 basis points in interest rates would cause a movement in the Group’s annualised interest expense, based on the balance of its variable rate instruments as at 31 July 2014, of $3.3m (2013: $159k) (assumes that all other variables, in particular foreign currency rates, remain constant). Fair values versus carrying amounts As at 31 July 2014, the fair values of the Group’s financial assets and liabilities approximate their carrying amounts shown in the statement of financial position. The basis for determining the fair values of financial assets and liabilities is disclosed in note 34(v). Interest rates used for determining fair value The interest rates used to discount estimated cashflows, where applicable, are based on the rates implicit in the transaction, and were as follows: Loans and borrowings 2014 2013 BBSY + margin BBSY + margin Leases 6% to 9% 6% to 9% TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 23. Financial instruments and risk management (continued) (iii) Equity price risk 74 The Group is exposed to equity price risk because of its investments in available-for-sale equity securities. Material investments are managed on an individual basis with the goal of maximising returns. Capital management The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board monitors return on capital, which the Group defines as profit from operating activities divided by total shareholders’ equity. The Board of directors also determines the level of dividends to be paid to shareholders. The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings, and the advantages and security afforded by a sound capital position. From time to time the Group may purchase its own shares on market for the purpose of issuing shares under employee share plans. The Group does not currently have a defined share buy-back plan. There were no changes in the Group’s approach to capital management during the year. The Group’s net debt to equity ratio at the reporting date was as follows: Total loans and borrowings Less: cash and cash equivalents Net debt 2014 $'000 350,000 (23,756) 326,244 2013 $'000 42,000 (26,128) 15,872 Total equity 832,422 715,966 Net debt to equity ratio at 31 July 0.39 0.02 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 24. Operating leases See accounting policy in Note 34(p)(i). Non-cancellable operating lease rentals are payable as follows: 75 Less than one year Between one and five years More than five years 25. Capital and other commitments 2014 $’000 35,635 88,801 35,182 159,618 2013 $’000 27,634 46,030 28,796 102,460 2014 $’000 2013 $’000 Capital expenditure commitments Contracted but not provided for in the financial statements 34,453 23,743 The capital commitments at 31 July 2014 in the table above include $13.5m in respect of spectrum licences won by the Company at the Digital Dividend auction in May 2013 payable in September 2014. . TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 26. Consolidated entities The following is a list of all entities that formed part of the Group as at 31 July 2014: 76 Name of Entity Parent entity TPG Telecom Limited Subsidiaries TPG Holdings Pty Ltd TPG Internet Pty Ltd Value Added Network Pty Ltd TPG Network Pty Ltd TPG Research Pty Ltd TPG Broadband Pty Ltd TPG (NZ) Pty Ltd Orchid Cybertech Services Incorporated Orchid Human Resources Pty Ltd Chariot Pty Ltd Soul Pattinson Telecommunications Pty Ltd SPT Telecommunications Pty Ltd SPTCom Pty Ltd Kooee Communications Pty Ltd Kooee Pty Ltd Kooee Mobile Pty Ltd Soul Communications Pty Ltd Soul Contracts Pty Ltd Digiplus Investments Pty Ltd Digiplus Holdings Pty Ltd Digiplus Pty Ltd Digiplus Contracts Pty Ltd Blue Call Pty Ltd PIPE Networks Pty Ltd PIPE Transmission Pty Ltd PIPE International (Australia) Pty Ltd PPC 1 Limited PPC 1 (US) Incorporated ACN 139 798 404 Pty Ltd IntraPower Pty Ltd IP Service Xchange Pty Ltd Trusted Cloud Pty Ltd Ownership interest as at 31 July Country of incorporation 2014 % 2013 % Australia Australia Australia Australia Australia Australia Australia New Zealand Philippines Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Bermuda USA Australia Australia Australia Australia 100 100 100 100 100 100 100 99.99 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 99.99 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 26. Consolidated entities (continued) 77 Name of Entity Subsidiaries (continued) Trusted Cloud Solutions Pty Ltd Alchemyit Pty Ltd IP Group Pty Ltd Mercury Connect Pty Ltd VtalkVoip Pty Ltd Intrapower Terrestrial Pty Ltd Hosteddesktop.com Pty Ltd Virtual Desktop Pty Ltd Destra Communications Pty Ltd Numillar IPS Pty Ltd Telecom New Zealand Australia Pty Ltd AAPT Limited Connect Internet Solutions Pty Limited PowerTel Limited Request Broadband Pty Ltd Telecom Enterprises Australia Pty Limited Country of incorporation Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Ownership interest as at 31 July 2014 % 100 100 100 100 100 100 100 100 100 88.57 100 100 100 100 100 100 2013 % 100 100 100 100 100 100 100 100 100 88.57 - - - - - - TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 27. Acquisition of subsidiary 78 On 28 February 2014 TPG Telecom Limited acquired 100% of Telecom New Zealand Australia Pty Ltd and its subsidiaries which include AAPT (“AAPT”). The agreed purchase price of A$450.0m was paid in cash on 28 February 2014 and a further working capital adjustment amount of A$13.5m was subsequently paid on 6 May 2014. The acquisition was funded through a combination of debt and cash reserves. The rationale for the acquisition was to further enhance the Group’s infrastructure through the addition of AAPT’s inter-capital fibre network as well as adding a large and profitable wholesale and corporate business. The Group incurred acquisition related costs of $3.2m relating to stamp duty, external legal fees and due diligence costs. These costs have been included in other expenses in the consolidated income statement. The provisional fair values of the identifiable assets and liabilities of AAPT as at the date of acquisition are set out below. Identifiable assets acquired and liabilities assumed Trade and other receivables Provision for doubtful debts Inventories Prepayments and other assets Property, plant and equipment Customer base IRU assets Intangible assets Trade and other payables Employee benefits and provisions Provisions Deferred income Deferred tax liabilities (net) Net identifiable assets acquired Consideration transferred Cash paid Less: Cash acquired Total consideration, net of cash acquired $’000 63,909 (9,786) 3,281 17,447 240,914 43,245 37,284 6,540 (38,310) (12,496) (26,880) (18,231) (1,744) 305,173 463,540 (788) 462,752 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 27. Acquisition of subsidiary (continued) 79 Goodwill on acquisition Consideration transferred, net of cash acquired Less: Net identifiable assets acquired, net of cash acquired Goodwill on acquisition $’000 462,752 (305,173) 157,579 The goodwill arising on the acquisition is primarily attributable to the synergies expected to be achieved from integrating AAPT into the Group’s operations. In the five month period from the date of acquisition (28 February 2014) to 31 July 2014, AAPT contributed revenue of $164.8m and profit after tax of $6.2m to the Group’s results (excluding acquisition costs and amortisation of acquisition intangibles). Due to complexity caused by inconsistent accounting policies and the change in valuation of assets and liabilities upon acquisition, management has deemed it not possible to reliably estimate what AAPT would have contributed to the Group if it had been owned for the entire financial year. TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 28. Reconciliation of cashflows from operating activities 80 Cash flows from operating activities Profit for the year after income tax Adjustments for: Dividend income Depreciation of plant and equipment Amortisation and impairment of intangibles Bad and doubtful debts Amortisation of borrowing costs Employee share plan expense Performance rights plan expense Unrealised foreign exchange loss Interest income Interest expense Profit on sale of investments Costs relating to mergers and acquisitions Income tax expense Operating profit before changes in working capital and provisions Changes in: - Trade and other receivables - Inventories - Other assets - - Other liabilities - Employee benefits - Provisions Trade and other payables Income taxes paid Note 2014 $’000 2013 $’000 171,679 149,165 5 14 15 6 6 6 5 27 7 (2,633) 72,559 35,214 1,783 2,362 - 1,497 299 (1,762) 8,475 - 3,119 75,124 (2,219) 49,892 23,942 1,301 2,037 31 1,148 48 (2,447) 7,363 (1,130) - 63,134 367,716 292,265 16,811 711 7,150 4,076 4,971 (2,804) (2,004) 396,627 (96,103) (10,581) 184 1,179 19,931 14,089 241 709 318,017 (79,218) Net cash from operating activities 300,524 238,799 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 29. Parent entity disclosures 81 Result of the parent entity Loss for the period Comprising: Finance expenses Costs relating to mergers and acquisitions Income tax benefit Other Total loss for the period Financial position of parent entity at year end Current assets Total assets Current liabilities Total liabilities Total equity of the parent entity comprising: Share capital Reserves Retained earnings Total Equity Parent entity guarantees Company 2014 $’000 2013 $’000 (11,461) (7,891) (10,620) (3,234) 2,736 (343) (11,461) (9,300) - 2,557 (1,148) (7,891) 1,328 1,246,377 714 1,151,379 17,768 792,749 42,551 618,494 516,907 411 (63,690) 453,628 516,907 734 15,244 532,885 The parent entity has entered into a Deed of Cross Guarantee with the effect that the Company guarantees debts in respect of certain subsidiaries. Further details of the Deed of Cross Guarantee and the subsidiaries subject to the deed, are disclosed in note 33. TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 30. Related parties The following were key management personnel of the Group during the reporting period and, unless otherwise indicated, were key management personnel for the entire period: 82 Executive directors Mr David Teoh Executive Chairman & Chief Executive Officer Mr Alan Latimer Executive Director, Finance & Corporate Services Non-executive directors Mr Denis Ledbury Mr Robert Millner Mr Joseph Pang Mr Shane Teoh Executives Mr Stephen Banfield Chief Financial Officer and Company Secretary Mr John Paine National Technical and Strategy Manager Mr Craig Levy General Manager, Consumer Mr Wayne Springer General Manager, Corporate Products & Pricing Ms Mandie De Ville Chief Information Officer Mr Tony Moffatt General Counsel Mr Mark Rafferty General Manager Sales, Enterprise & Wholesale Recognised within key management personnel from 28 February 2014, the date on which his employer (AAPT) was acquired by the Group. Key management personnel remuneration The key management personnel remuneration included in employee benefits is as follows: Short-term employee benefits Post-employment benefits Other long term benefits Share-based benefits 2014 $ 2013 $ 5,758,214 222,479 144,827 741,700 6,867,220 4,680,235 229,864 134,798 600,512 5,645,409 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 30. Related parties (continued) 83 Individual directors’ and executives’ remuneration disclosures Information regarding individual directors’ and executives’ remuneration is provided in the Remuneration Report section of the Directors’ report on pages 26 to 33. During the year the Group rented office premises from companies related to a director of the Company, Mr D Teoh. The total rent charged for the financial year 2014 was $166,186 (2013: $122,669). The Group also licences the use of some office space to a company related to Mr S Teoh who was appointed a director of the Company on 11 October 2012. The total licence fee received by the Group for the financial year was $24,556 (2013: $23,611). Apart from the details disclosed in this note, no director has entered into a material contract with the Company or the Group since the end of the previous financial year and there were no material contracts involving directors’ interests existing at year-end. Loans to key management personnel and their related parties There were no loans in existence between the Group and any key management personnel or their related parties at any time during or since the financial year. Other key management personnel transactions with the Company or its controlled entities From time to time, key management personnel of the Company or its controlled entities, or their related entities, may purchase goods or services from the Group. These purchases are on the same terms and conditions as those entered into by other Group employees or customers and are trivial or domestic in nature. 84 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 30. Related parties (continued) Movement in shares The movement during the reporting period in the number of ordinary shares in the Company held directly, indirectly or beneficially by each key management person, including by their related parties, is as follows: Held at Granted as Disposals 1 August remuneration 2013 Held at 31 July 2014 291,625,603 500,000 100,000 7,374,175 88,812 90,251 - - - - - - - (300,000) - - - - 291,625,603 200,000 100,000 7,374,175 88,812 90,251 200,000 3,868,717 599,783 129,902 131,402 552,571 45,000 45,000 60,333 45,000 6,000 45,000 (45,000) - (166,450) - - (22,000) 200,000 3,913,717 493,666 174,902 137,402 575,571 Held at Granted as Disposals 1 August remuneration 2012 Held at 31 July 2013 291,625,603 772,980 150,000 7,374,175 88,812 90,251 - - - - - - - (272,980) (50,000) - - - 291,625,603 500,000 100,000 7,374,175 88,812 90,251 260,000 3,843,717 682,594 1,094,902 127,795 568,757 40,623 25,000 47,752 25,000 3,607 35,814 (100,623) - (130,563) (990,000) - (52,000) 200,000 3,868,717 599,783 129,902 131,402 552,571 Directors Mr D Teoh Mr A Latimer Mr D Ledbury Mr R Millner Mr J Pang Mr S Teoh Executives Mr S Banfield Mr J Paine Mr C Levy Mr W Springer Ms M De Ville Mr T Moffatt Directors Mr D Teoh Mr A Latimer Mr D Ledbury Mr R Millner Mr J Pang Mr S Teoh Executives Mr S Banfield Mr J Paine Mr C Levy Mr W Springer Ms M De Ville Mr T Moffatt 85 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 30. Related parties (continued) Identity of related parties The Group has no related party relationships other than with its key management personnel. 31. Subsequent events On 30 September 2014 a Group entity entered into a contract to purchase a property close to the Sydney CBD for consideration of $30.07m. The site, which is currently leased by the Group for annual rent of some $3.1m, houses a key Group network hub and data centre and also provides office accommodation. Of the purchase price, $3m will be paid in FY15 with the balance payable in 1H FY16 when the existing lease expires and ownership transfers. Other than above, there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors of the Company, to affect significantly the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years. 32. Auditors’ remuneration Audit and review services Auditors of the Company – KPMG Australia - Audit and review of financial statements - Other regulatory audit services Other services Auditors of the Company – KPMG Australia - Taxation 33. Deed of cross guarantee 2014 $ 2013 $ 799,000 32,250 831,250 394,800 15,500 410,300 27,500 858,750 51,905 462,205 Pursuant to ASIC Class Order 98/1418 (as amended) dated 13 August 1998, the wholly-owned subsidiaries listed below are relieved from the Corporations Act 2001 requirements for preparation, audit, and lodgement of financial reports and directors’ reports. It is a condition of the Class Order that the Company and each of the subsidiaries enter into a Deed of Cross Guarantee. The effect of the Deed is that the Company guarantees to each creditor payment in full of any debt in the event of winding up of any of the subsidiaries under certain provisions of the Corporations Act 2001. If a winding up occurs under other provisions of the Act, the Company will only be liable in the event that after six months any creditor has not been paid in full. The subsidiaries have also given similar guarantees in the event that the Company is wound up. 86 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 33. Deed of cross guarantee (continued) The Deed of Cross Guarantee was entered into on 25 June 2008. The Australian incorporated companies within the AAPT group (as included in the list below) were joined as parties to the Deed of Cross Guarantee through an Assumption Deed dated 8 May 2014. The subsidiaries subject to the Deed are as follows: Soul Communications Pty Ltd Digiplus Investments Pty Ltd Soul Contracts Pty Ltd Kooee Communications Pty Ltd SPTCom Pty Ltd Kooee Pty Ltd Digiplus Holdings Pty Ltd Digiplus Pty Ltd Digiplus Contracts Pty Ltd Blue Call Pty Ltd Soul Pattinson Telecommunications Pty Ltd Kooee Mobile Pty Ltd SPT Telecommunications Pty Ltd TPG Holdings Pty Ltd TPG Internet Pty Ltd Value Added Network Pty Ltd Orchid Human Resources Pty Ltd TPG Broadband Pty Ltd TPG Network Pty Ltd TPG Research Pty Ltd TPG (NZ) Pty Ltd Chariot Pty Ltd Pipe Networks Pty Ltd Pipe International (Australia) Pty Ltd Pipe Transmission Pty Ltd ACN 139 798 404 Pty Ltd IntraPower Pty Ltd Trusted Cloud Pty Ltd IP Group Pty Ltd Intrapower Terrestrial Pty Ltd Virtual Desktop Pty Ltd Telecom New Zealand Australia Pty Ltd AAPT Limited Connect Internet Solutions Pty Limited PowerTel Limited Request Broadband Pty Ltd Telecom Enterprises Australia Pty Limited 87 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 33. Deed of cross guarantee (continued) A consolidated statement of comprehensive income and consolidated statement of financial position, comprising the Company and controlled entities which are a party to the Deed, after eliminating all transactions between parties to the Deed of Cross Guarantee, at 31 July 2014 is set out as follows: Statement of comprehensive income and retained profits Revenue Other income Telecommunications expense Employee benefits expense Other expenses Earnings before interest, tax, depreciation and amortisation (EBITDA) Depreciation of plant and equipment Amortisation of intangibles Results from operating activities Finance income Finance expenses Net financing costs Profit before income tax Income tax expense 2014 $’000 2013 $’000 945,371 2,633 704,829 3,349 (448,973) (87,062) (49,102) (322,986) (46,675) (44,372) 362,867 294,145 (67,491) (32,700) (43,152) (23,318) 262,676 227,675 1,762 (10,837) (9,075) 2,447 (9,400) (6,953) 253,601 220,722 (74,965) (63,583) Profit for the year attributable to owners of the company 178,636 157,139 Other comprehensive income, net of tax Total comprehensive income for the year Retained earnings at beginning of year Profit for the year Dividends recognised during the year Retained earnings at end of year 12,583 191,219 24,435 181,574 167,556 178,636 (67,473) 278,719 60,030 157,139 (49,613) 167,556 88 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 33. Deed of cross guarantee (continued) Statement of financial position Assets Cash and cash equivalents Trade and other receivables Inventories Investments Prepayments and other assets Total Current Assets Trade and other receivables Investments in subsidiaries Loans to subsidiaries Property, plant and equipment Intangible assets Prepayments and other assets Total Non-Current Assets 31 July 2014 $’000 31 July 2013 $’000 22,169 85,232 2,749 99,159 8,393 217,702 7,720 7,333 107,766 461,362 686,396 6,130 1,276,707 25,014 40,371 179 81,181 5,070 151,815 15,268 7,339 109,886 222,530 474,335 - 829,358 Total Assets 1,494,409 981,173 Liabilities Trade and other payables Loans and borrowings Current tax liabilities Employee benefits Provisions Accrued interest Deferred income and other liabilities Total Current Liabilities Loans and borrowings Deferred tax liabilities Employee benefits Provisions Deferred income and other liabilities Total Non-Current Liabilities Total Liabilities Net Assets Equity Share capital Reserves Retained earnings Total Equity 133,356 183 17,030 13,112 8,534 214 76,896 249,325 346,847 18,105 2,170 23,069 10,879 401,070 91,266 169 33,576 5,241 616 276 57,136 188,280 39,134 15,410 349 7,111 10,291 72,295 650,395 260,575 844,014 720,598 516,907 48,388 278,719 844,014 516,907 36,135 167,556 720,598 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 34. Significant accounting policies 89 Except as described below, the accounting policies set out from 34(a) to 34(v) have been applied consistently to all periods presented in these consolidated financial statements and have been applied consistently across the Group. In the current financial year, the Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (AASB) that are effective for the current reporting period and that are relevant to the Group. The adoption of these amendments, discussed below, has not resulted in any change to the Group’s accounting policies and has had no material impact on the Group’s consolidated financial statements. Changes in accounting standards adopted  AASB 10 Consolidated Financial Statements: AASB 10 establishes a single consolidation model based on control that applies to all entities, irrespective of the nature of the investee. The new control model broadens the situations where an entity is considered to be controlled by another entity.  AASB 13 Fair Value Measurement: AASB 13 does not change the requirements regarding which items should be measured or disclosed at fair value but expands the disclosure requirements for all assets or liabilities carried at fair value. This includes information about the assumptions made and the qualitative impact of those assumptions on the fair value determined. To comply with the new standard, additional disclosures have been included in note 12.  AASB 119 Employee Benefits (revised): The revised standard changes the distinction between short-term and long-term employee benefits which is now based on whether the benefits are “expected to be settled” wholly within 12 months after the reporting date rather than “due to be settled” within 12 months.  Amendments to AASB 136: Amendments relating to recoverable amount disclosures for non- financial assets are applicable for annual reporting periods beginning on or after 1 January 2014 but have been early adopted in the current year. a. Basis of consolidation (i) Business combinations The Group accounts for business combinations using the acquisition method when control is transferred to the Group (refer (a)(ii)). The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Valuation techniques adopted for measuring assets acquired are explained at (v) below. Goodwill is measured as the excess of consideration transferred as compared to the value of identifiable net assets acquired. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. Any contingent consideration payable is measured at fair value at the acquisition date. If the contingent consideration is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes in the fair value of the contingent consideration are recognised in profit or loss. 90 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 34. Significant accounting policies (continued) (ii) Subsidiaries Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Group. Such changes have been made with effect from the date of acquisition. (iii) Transactions eliminated on consolidation Intra-group balances and any unrealised gains and losses or income and expenses arising from intra- group transactions are eliminated in preparing the consolidated financial statements. b. Foreign currency transactions Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to Australian dollars at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated to Australian dollars at foreign exchange rates ruling at the dates the fair value was determined. c. Foreign operations The assets and liabilities of foreign operations are translated to Australian dollars at exchange rates at the reporting date. The income and expenses of foreign operations are translated to Australian dollars at exchange rates at the dates of the transactions. Foreign currency differences are recognised in other comprehensive income and presented in the foreign currency translation reserve in equity. 91 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 34. Significant accounting policies (continued) d. Financial instruments The Group classifies non-derivative financial assets into the following categories: loans and receivables, and available-for-sale financial assets. The Group classifies non-derivative financial liabilities into the other financial liabilities category. (i) Non-derivative financial assets and financial liabilities – recognition and derecognition The Group initially recognises loans and receivables and debt securities issued on the date when they are originated. All other financial assets and financial liabilities are initially recognised on the trade date. The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred, or it neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control over the transferred asset. Any interest in such derecognised financial assets that is created or retained by the Group is recognised as a separate asset or liability. The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire. Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously. (ii) Non-derivative financial assets - measurement Loans and receivables These assets are initially recognised at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, they are measured at amortised cost using the effective interest method. The loans and receivables category comprises trade and other receivables. Available-for-sale financial assets These assets are initially recognised at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses, are recognised in other comprehensive income and accumulated in the fair value 92 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 34. Significant accounting policies (continued) d. Financial instruments (continued) reserve. When these assets are derecognised, the gain or loss in equity is transferred to profit or loss. The available-for-sale financial assets category comprises equity securities. (iii) Non-derivative financial liabilities - measurement Non-derivative financial liabilities are initially recognised at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these liabilities are measured at amortised cost using the effective interest method. The non-derivative financial liabilities category comprises loans and borrowings, and trade and other payables. (iv) Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effects. e. Cash and cash equivalents Cash and cash equivalents comprise cash balances and call deposits with original maturities of three months or less and includes bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management. f. Property, plant and equipment Items of property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses (see note 34(j)). Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials, direct labour, the initial estimate, where relevant, of the costs of dismantling and removing the items and restoring the site on which they are located. Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment. The gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognised net within other expenses in profit or loss. (i) Subsequent costs Subsequent costs are added to existing assets if it is probable that future economic benefits will flow to the Group. 93 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 34. Significant accounting policies (continued) f. Property, plant and equipment (continued) (ii) Depreciation Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. The estimated useful lives used in both the current and comparative periods are as follows:  Network infrastructure   Buildings Leasehold improvements 3 - 25 years 40 years 8 years The residual value, the useful life and the depreciation method applied to an asset are reassessed at least annually. g. (i) Leases Determining whether an arrangement contains a lease At inception of an arrangement, including sales of capacity described in note 34(o)(iii) below, the Group determines whether such an arrangement is or contains a lease. A specific asset is the subject of a lease if fulfilment of the arrangement is dependent on the use of that specified asset. An arrangement conveys the right to use the asset if the arrangement conveys to the Group the right to control the use of the underlying asset. (ii) Leased assets Leases in the terms of which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. Other leases are operating leases and are not recognised in the Group’s statement of financial position. h. (i) Intangible assets Goodwill Goodwill arising on acquisition of subsidiaries is measured at cost less accumulated impairment losses. For the measurement of goodwill at initial recognition, see note 34(a)(i). 94 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 34. Significant accounting policies (continued) h. Intangible assets (continued) (ii) Other intangible assets Other intangible assets that are acquired by the Group and have finite useful lives are stated at cost less accumulated amortisation and any accumulated impairment losses. The various categories of other intangible assets in the Group’s accounts are as follows: - Trademarks On acquisition of a subsidiary, trademarks of the acquired subsidiary are valued and brought to account as intangible assets. The valuation of a trademark is calculated using the Relief from Royalty Method. - Acquired customer bases On acquisition of a subsidiary, customer contracts and relationships of the acquired subsidiary are valued at the expected future economic benefits (based on discounted cashflow projections) and brought to account as intangible assets. - Indefeasible rights of use of capacity Indefeasible rights of use (IRUs) of acquired network capacity are brought to account as intangible assets at the present value of the future cashflows payable for the right. IRUs of acquired subsidiaries are accounted for at their fair value as at the date of acquisition. - Software On acquisition of a subsidiary, internally developed software and systems are valued and brought to account as intangible assets. The software is valued at its amortised replacement cost. - Licences Licences include acquired distribution rights for third party products. Licences are recognised as intangible assets at cost and are amortised using the straight line method over the term of the licence. (iii) Subsequent expenditure Subsequent expenditure on capitalised intangible assets is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is expensed as incurred. 95 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 34. Significant accounting policies (continued) h. Intangible assets (continued) (iv) Amortisation Amortisation is charged to the income statement on a straight-line basis, unless otherwise stated, over the estimated useful lives of intangible assets unless such lives are indefinite. Goodwill and intangible assets with an indefinite useful life are systematically tested for impairment at each balance sheet date. Other intangible assets are amortised from the date they are available for use. The estimated useful lives used in both the current and comparative periods are as follows:  Goodwill  Trademarks  Acquired customer bases & reacquired rights Indefeasible rights of use (IRU) of capacity   Software  Licences Indefinite life Indefinite life - - - Amortised on a reducing balance basis in line with the expected economic benefits to be derived - Amortised over the life of the IRU - - Amortised over the term of the licence 2-20 years i. Inventories Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less estimated selling expenses. j. Impairment Any financial asset that is not classified as an ‘at fair value through profit or loss’ asset, is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cashflows of that asset. At each reporting date, the Group reviews the carrying amounts of its non-financial assets, other than inventories and deferred tax assets, to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill and intangible assets that have indefinite useful lives or that are not yet available for use are tested annually for impairment. An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the income statement unless an asset has previously been revalued, in which case the impairment loss is recognised as a reversal to the extent of that previous revaluation with any excess recognised through profit or loss. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the 96 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 34. Significant accounting policies (continued) j. Impairment (continued) carrying amount of any goodwill allocated to cash-generating units and then to reduce the carrying amount of the other assets in the units on a pro rata basis. (i) Calculation of recoverable amount Impairment of receivables is not recognised until objective evidence is available that a loss event has occurred. Significant receivables are individually assessed for impairment. Non-significant receivables are not individually assessed. Instead, impairment testing is performed by placing non-significant receivables in portfolios of similar risk profiles, based on objective evidence from historical experience adjusted for any effects of conditions existing at each balance sheet date. The recoverable amount of other assets is the greater of their fair value less costs to sell and value in use. In assessing value in use, the estimated future cashflows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. (ii) Reversals of impairment Impairment losses, other than in respect of goodwill, are reversed when there is an indication that the impairment loss may no longer exist and there has been a change in the estimate used to determine the recoverable amount. An impairment loss in respect of goodwill cannot be reversed. An impairment loss in respect of a receivable carried at amortised cost is reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the impairment loss was recognised. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. k. (i) Employee benefits Short-term employee benefits Liabilities for employee benefits for wages, salaries and annual leave that are expected to be settled within 12 months of the reporting date represent present obligations resulting from employees’ services provided up to the reporting date, and are calculated at undiscounted amounts based on remuneration wage and salary rates that the Group expects to pay as at reporting date including related on-costs such as workers compensation insurance and payroll tax. 97 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 34. Significant accounting policies (continued) k. Employee benefits (continued) (ii) Long-term employee benefits The Group’s obligation in respect of long-term service is the amount of future benefit that employees have earned in return for their service in the current and prior periods. The obligation is calculated using expected future increases in wage and salary rates including related on-costs and expected settlement dates, and is discounted using the rates attached to the Commonwealth Government bonds at the balance sheet date which have maturity dates approximating to the terms of the Group’s obligations. (iii) Performance rights plan The Group has in place a performance rights plan that provides for selected employees to be granted rights to fully paid ordinary shares in the Company for no consideration, subject to certain performance conditions. Under this scheme funds are transferred to a trust which acts as an agent and purchases shares for the benefit of the selected employees. A share-based payments reserve is recognised for the funds transferred to the scheme. An employee expense is recognised over the period during which the employees become unconditionally entitled to the shares with a corresponding decrease in the share-based payments reserve. The employee expense is based on the fair value at date of grant of the rights. The fair value is calculated by subtracting the expected dividend payments per share during the vesting period from the share price at date of grant. (iv) Superannuation The Group contributes to several defined contribution superannuation plans. Contributions are recognised as an expense in the income statement on an accruals basis. l. Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are capitalised as part of the cost of the asset. Borrowing costs relating to loans and borrowings are capitalised and amortised over the term of the loan. All other borrowing costs are expensed in the period they occur. m. Provisions A provision is recognised in the statement of financial position when the Group has a present legal or constructive obligation as a result of a past event and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cashflows at a pre-tax rate that reflects current market assessments of the time value of money and, 98 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 34. Significant accounting policies (continued) m. Provisions (continued) where appropriate, the risks specific to the liability. The unwinding of the discount is recognised as finance expense. n. Trade and other payables Trade and other payables are stated at their amortised cost. Trade payables are non-interest bearing and are normally settled on 30-60 day terms. o. Revenue All revenue is recognised at fair value of the consideration received or receivable, net of the amount of goods and services tax (GST). (i) Rendering of services Revenue from the rendering of telecommunications services includes the provision of data, internet, voice, telehousing and other services. Revenue from the rendering of data, internet and telehousing services to consumers and corporate customers is recognised on a straight-line basis over the period the service is provided. Revenue for voice services is recognised at completion of the call. Where revenue for services is invoiced to customers in advance, the amount that is unearned at a reporting date is recognised in the statement of financial position as deferred income, and its recognition in the income statement is deferred until the period to which the invoiced amount relates. Installation and set-up fee revenue is recognised on a straight line basis over the period of the contract to which it relates. (ii) Sale of goods Revenue from the sale of goods represents sales of customer equipment to consumer and corporate customers. Revenue from the sale of goods is recognised (net of rebates, returns, discounts and other allowances) when the significant risks and rewards of ownership have been transferred to the customer, which is ordinarily when the equipment is delivered to the customer. Where the sale is settled through instalments, interest revenue is recognised over the contract term, using the effective interest method. 99 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 34. Significant accounting policies (continued) o. Revenue (continued) (iii) Network capacity sales Where a sale of network capacity relates to a specific separable asset, the sale is accounted for as a lease and the Group is considered to be the lessor in the arrangement. Where a sale which has been identified as a lease also contains some or all the following characteristics, it is accounted for as a finance lease: the purchaser’s right of use is exclusive and irrevocable; the terms of the contract are for the major part of the asset’s useful economic life; the attributable costs or carrying value can be measured reliably; and     no significant risks are retained by the Group. Finance lease sales are accounted for by recognising in revenue the net gain on disposal of the specific asset at the time the asset is de-recognised. Lease sales that do not satisfy the above criteria are accounted for as operating leases, with revenue recognised over the period of the contract on a straight-line basis. Where a sale of network capacity is deemed not to relate to a specific separable asset, the sale is accounted for as the rendering of a service and accounted for as described in (o)(i) above. (iv) Revenue arrangements with multiple deliverables Where two or more revenue-generating activities or deliverables are sold under a single arrangement, each deliverable considered to be a separate unit of accounting is accounted for separately. When the deliverables in a multiple deliverable arrangement are not considered to be separate units of accounting, the arrangement is accounted for as a single unit. The consideration from the revenue arrangement is allocated to its separate units based on the relative selling prices of each unit. If no third party evidence exists for the selling price, then the item is measured based on the best estimate of the selling price of that unit. The revenue allocated to each unit is then recognised in accordance with the revenue recognition policies described above. p. (i) Expenses Lease payments Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease. 100 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 34. Significant accounting policies (continued) p. Expenses (continued) Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. At inception or upon reassessment of the arrangement, the Group separates payments and other consideration required by such an arrangement into those for the lease and those for other elements on the basis of their relative fair values. (ii) Finance income and expenses Net financing costs comprise interest payable on borrowings and finance leases, amortisation of borrowing costs relating to loans and borrowings, unwinding of discount on provisions and interest receivable on funds invested. Interest income or expense is recognised using the effective interest method. q. Income tax Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to a business combination, or items recognised directly in equity, in which case it is recognised in equity or in other comprehensive income. Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: initial recognition of goodwill, the initial recognition of assets or liabilities that is not a business combination and that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. 101 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 34. Significant accounting policies (continued) q. Income tax (continued) Tax consolidation The Company and its wholly-owned Australian resident entities have formed a tax-consolidated group with effect from 1 August 2006 and have therefore been taxed as a single entity from that date. The head entity within the tax-consolidated group is TPG Telecom Limited. r. Segment reporting The Group determines and presents operating segments based on the information that is internally provided to the Executive Chairman, who is the Group’s chief operating decision maker. An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. All operating segments’ operating results are regularly reviewed by the Group’s Executive Chairman to make decisions about resources to be allocated to each segment and assess its performance, and for which discrete financial information is available. Segment results that are reported to the Executive Chairman include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise dividend income, corporate expenses and listing fees. s. Goods and services tax Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the statement of financial position. Cashflows are included in the statement of cash flows on a gross basis. The GST components of cashflows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cashflows. 102 TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 34. Significant accounting policies (continued) t. Earnings per share The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the weighted average number of ordinary shares outstanding, for the effects of all dilutive potential ordinary shares, being share options. u. New standards and interpretations not yet adopted A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 August 2013, and have not been applied in preparing these consolidated financial statements. None of these is expected to have a significant effect on the consolidated financial statements of the Group, except for AASB 9 Financial Instruments, which becomes mandatory for the Group’s 2016 consolidated financial statements and could change the classification and measurement of financial assets. The Group does not plan to adopt this standard early and the extent of the impact has not been determined. v. Determination of fair values A number of the Group’s accounting policies and disclosures require the determination of fair value for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability. TPG Telecom Limited and its controlled entities Notes to the consolidated financial statements For the year ended 31 July 2014 34. Significant accounting policies (continued) v. Determination of fair values (continued) Material assets acquired through business combinations 103 Asset acquired Property, plant and equipment Intangible assets Valuation technique Fair values are based on quoted market prices for similar items when available, and depreciated replacement cost when appropriate. Depreciated replacement cost reflects adjustments for physical deterioration as well as functional and economic obsolescence. The fair value of trademarks is based on the discounted estimated royalty payments that have been avoided as a result of the trademark being owned. The fair value of other intangible assets is based on the discounted cashflows expected to be derived from the use of the assets. Inventories Fair value is determined based on estimated selling price in the ordinary course of business less the estimated costs of sale. Trade and other receivables The fair value of trade and other receivables is estimated as the present value of future cashflows, discounted at the market rate of interest at the reporting date. Equity and debt securities The fair value of equity and debt securities is determined by reference to their quoted closing bid price at the reporting date, or if unquoted, by using valuation techniques including market multiples and discounted cashflow analysis. Non-derivative financial liabilities Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cashflows, discounted at the market rate of interest at the reporting date. For finance leases, the market rate of interest is determined by reference to similar lease agreements. TPG Telecom Limited and its controlled entities Directors’ declaration For the year ended 31 July 2014 104 1. In the opinion of the directors of TPG Telecom Limited (‘the Company’): (a) the consolidated financial statements and notes that are set out on pages 39 to 103 and the Remuneration report in section 6 of the Directors’ report, set out on pages 26 to 33, are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Group’s financial position as at 31 July 2014 and of its performance for the financial year ended on that date; and (ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. 2 There are reasonable grounds to believe that the Company and the group entities identified in note 33 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 group entities pursuant to ASIC Class Order 98/1418. 3 The directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the chief executive officer and chief financial officer for the financial year ended 31 July 2014. 4. The directors draw attention to note 2(a) to the consolidated financial statements, which includes a statement of compliance with International Financial Reporting Standards. Dated at Sydney this 17th day of October, 2014. Signed in accordance with a resolution of the directors. David Teoh Chairman 105 Independent auditor’s report to the members of TPG Telecom Limited Report on the financial report We have audited the accompanying financial report of the Group comprising TPG Telecom Limited (the Company) and its controlled entities, which comprises the consolidated statement of financial position as at 31 July 2014, and consolidated income statement and consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year ended on that date, notes 1 to 34 comprising a summary of significant accounting policies and other explanatory information and the directors’ declaration of the Group comprising the Company and the entities it controlled at the year’s end or from time to time during the financial year. Directors’ responsibility for the financial report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement whether due to fraud or error. In note 2(a), the directors also state, in accordance with Australian Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements of the Group comply with International Financial Reporting Standards. Auditor’s responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We performed the procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001 and Australian Accounting Standards, a true and fair view which is consistent with our understanding of the Group’s financial position and of its performance. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 106 Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. Auditor’s opinion In our opinion: (a) the financial report of the Group is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Group’s financial position as at 31 July 2014 and of its performance for the year ended on that date; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001. (b) the financial report also complies with International Financial Reporting Standards as disclosed in note 2(a). Report on the remuneration report We have audited the Remuneration Report included in pages 26 to 33 of the directors’ report for the year ended 31 July 2014. The directors of the company are responsible for the preparation and presentation of the remuneration report in accordance with Section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with auditing standards. Auditor’s opinion In our opinion, the remuneration report of TPG Telecom Limited for the year ended 31 July 2014, complies with Section 300A of the Corporations Act 2001. KPMG Anthony Travers Partner Sydney 17 October 2014 107 TPG Telecom Limited and its controlled entities ASX additional information For the year ended 31 July 2014 Additional information required by the Australian Stock Exchange Limited Listing Rules and not disclosed elsewhere in this report is set out below. The shareholding information is current as at 9 October 2014. Substantial shareholders The number of shares held by substantial shareholders and their associates are set out below: Name of shareholder Number of ordinary shares held % of capital held David Teoh and Vicky Teoh Washington H Soul Pattinson and Company Limited 291,625,604 213,400,684 36.74 26.88 Distribution of equity security holders An analysis of the number of shareholders by size of holding is set out below: Number of holders Number of shares held 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 3,465 3,239 1,026 1,144 122 8,996 The number of shareholders holding less than a marketable parcel of ordinary shares is 438. Voting rights (ordinary shares) On a show of hands every member present at a meeting in person or by proxy shall have one vote, and upon a poll each share shall have one vote. Stock exchange TPG Telecom Limited is listed on the Australian Stock Exchange. The home exchange is Sydney, and the ASX code is TPM. Other information TPG Telecom Limited, incorporated and domiciled in Australia, is a publicly listed company limited by shares. TPG Telecom Limited and its controlled entities 108 ASX additional information For the year ended 31 July 2014 Twenty largest shareholders (as at 9 October 2014) Name of shareholder WASHINGTON H SOUL PATTINSON AND COMPANY LIMITED TSH HOLDINGS PTY LTD VICTORIA HOLDINGS PTY LTD HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED DAVID TEOH VICKY TEOH NATIONAL NOMINEES LIMITED J P MORGAN NOMINEES AUSTRALIA LIMITED WIN CORPORATION PTY LTD CITICORP NOMINEES PTY LIMITED J S MILLNER HOLDINGS PTY LIMITED FARJOY PTY LTD BNP PARIBAS NOMS PTY LTD (DRP) BKI INVESTMENT COMPANY LIMITED AUSTRALIAN FOUNDATION INVESTMENT COMPANY LIMITED MR JOHN ERIC PAINE MILTON CORPORATION LIMITED HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED (NT-COMNWLTH SUPER CORP A/C) CITICORP NOMINEES PTY LIMITED (COLONIAL FIRST STATE INV A/C) AMP LIFE LIMITED Number of ordinary shares held % of capital held 213,400,684 101,645,893 100,840,608 52,132,138 43,562,525 43,217,403 40,987,852 39,785,437 16,000,000 14,626,422 6,151,207 6,010,000 5,566,882 4,420,000 4,046,692 3,843,717 3,731,553 3,179,047 2,859,899 2,445,615 26.88 12.80 12.70 6.57 5.49 5.44 5.16 5.01 2.02 1.84 0.77 0.76 0.70 0.56 0.51 0.48 0.47 0.40 0.36 0.31 708,453,574 89.23 Principal Registered Office 63-65 Waterloo Road Macquarie Park NSW 2113 Telephone: 02 9850 0800 Share Registry Computershare Investor Services Pty Ltd Level 4, 60 Carrington Street Sydney NSW 2000 Telephone: (within Australia) 1300 850 505 (international) +61 3 9415 4000 www.investorcentre.com/au TPG Telecom Limited ABN 46 093 058 069 76 TPG Telecom Limited and its controlled entities 

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