Transurban Group
Annual Report 2013

Plain-text annual report

ANNUAL REPORT 2013 T R A N S U R B A N A N N U A L R E P O R T 2 0 1 3 transurban.com Annual_Report2008_Cover.indd 1-3 16/08/13 12:38 PM ANNUAL REPORT ENQUIRIES Corporate Governance Statement Financial Statements Transurban Holdings Limited and Controlled Entities Transurban Holding Trust and Controlled Entities 1 10 149 Transurban International Limited and Controlled Entities 248 Security Holder Information 353 ENQUIRIES ABOUT YOUR TRANSURBAN STAPLED SECURITIES The stapled securities register is maintained by Computershare Investor Services Pty Ltd. If you have a question about your Transurban securities or distributions please contact: COMPUTERSHARE Yarra Falls 452 Johnston Street Abbotsford, Victoria 3067 Australia Mail The Registrar Computershare Investor Services Pty Ltd GPO Box 2975 Melbourne, Victoria 3001 Australia Phone (Australia ) 1300 555 159 (Overseas) +61 3 9415 4062 TRANSURBAN GROUP AUSTRALIA Melbourne (Head Office) Level 3, 505 Little Collins Street Melbourne, Victoria 3000 Australia Phone +61 (0)3 8656 8900 Sydney Level 5, 50 Pitt Street Sydney, NSW 2000 Australia UNITED STATES Washington DC Area 6440 General Green Way Alexandria VA 22312 United States of America Phone +1 571 419 6100 Annual_Report2008_Cover.indd 4-6 16/08/13 12:38 PM 2013 CORPORATE GOVERNANCE STATEMENT This statement outlines the key aspects of Transurban’s corporate governance framework and main governance practices. Copies or summaries of certain governance documents referred to in this statement can be found in the “Corporate Governance” section of the Transurban website at www.transurban.com. These charters, policies and procedures are regularly reviewed and updated to ensure they continue to reflect best practice. Throughout the year ended 30 June 2013 (the reporting period), Transurban’s governance arrangements complied with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations. The following table indicates where the Principles and Recommendations are dealt with in this statement. A full checklist cross-referencing the Principles and Recommendations to this statement and elsewhere in the Annual Report can be found in the ‘Corporate Governance’ section of the Transurban website at www.transurban.com. ASX Principles and Recommendations Section reference in statement Principle 1 – Lay solid foundations for management and oversight 1, 2 and 3 Principle 2 – Structure the Board to add value Principle 3 – Promote ethical and responsible decision-making Principle 4 – Safeguard integrity in financial reporting Principle 5 – Make timely and balanced disclosure Principle 6 – Respect the rights of security holders Principle 7 – Recognise and manage risk Principle 8 – Remunerate fairly and responsibly 2 and 3 4 and 5 3 and 5 6 6 and 7 8 3 The Board of Transurban Holdings Limited (THL), the Board of Transurban Infrastructure Management Limited (TIML), as responsible entity of Transurban Holding Trust (THT), and the Board of Transurban International Limited (TIL) are collectively referred to as the “Board” in this statement, unless otherwise indicated. 1 ROLE OF THE BOARD Relevant governance documents:  Board Charter The Board is accountable to security holders for the performance of Transurban. The Board has a Charter that sets out its authority, responsibilities and membership, and the arrangements by which it operates. The Charter also clearly establishes the relationship between the Board and management. The Board reviewed the Charter during the reporting period to ensure its continued appropriateness. The primary roles of the Board are to provide overall strategic guidance for Transurban and effective oversight of management. To this end, the Board has reserved to itself the specific responsibilities listed in the Charter. To assist it in discharging these responsibilities, the Board has established Committees to give detailed consideration to key issues. The Board has delegated to the CEO, and through the CEO to other Senior Executives, responsibility for the day-to-day management of Transurban. The scope of, and limitations to, these delegations are clearly documented and cover areas such as operating expenditure, capital expenditure and investments. These delegations balance effective oversight with appropriate empowerment and accountability of Senior Executives. 2 BOARD STRUCTURE AND MEMBERSHIP Relevant governance documents:  Board Charter  Policy and Procedure for the Nomination, Selection and Appointment of New NEDs and the Re-Election of Incumbent NEDs  Diversity Policy 2.1 BOARD STRUCTURE The Board is structured so that its membership provides the mix of qualifications, skills and experience to enable it to discharge its responsibilities, and so that its size facilitates effective discussion and efficient decision making. The Board determines its size and composition, subject to the constitutions of THL, TIML, and TIL, and the law. The Board of THL, the Board of TIML and the Board of TIL have common directors and meetings are held concurrently. The Board currently comprises eight Directors, with seven Non-executive Directors, including the Chair, and one Executive Director, the CEO. Each Director’s skills, qualifications, experience, relevant expertise and period in office are set out in the Directors’ Report. During the reporting period Scott Charlton commenced as CEO, following the resignation of Chris Lynch. Bob Officer also resigned from the Board. 2.2 DIRECTOR INDEPENDENCE Each Director is expected to bring unfettered and independent judgment to the Board’s deliberations. Under the Board Charter, the Board must comprise a majority of independent Non-executive Directors and have an independent Non-executive Chair. The roles of the Chair and the CEO must be exercised by separate individuals. The Board defines an independent Director as a Non-executive Director who is free of any business or other relationship that could materially interfere with or could reasonably be perceived to materially interfere with the independent exercise of their judgment. In assessing the independent status of a Non-executive Director, the Board considers the ‘relationships affecting independent status’ set out in the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations and other facts, information and circumstances that the Board considers relevant. The test of whether a business or other relationship is material is assessed1 from the perspective of both Transurban and the Director. 1 While the Board believes it is inappropriate to determine materiality solely on the basis of arbitrary dollar, profit or turnover percentage tests, when assessing materiality, thresholds suggested in accounting standards are used and interests equal to more than 5% of revenue, equity or profit are potentially material. In certain circumstances, the Board considers that interests of a lesser value might also be relevant. 1 ANNUAL REPORT 2013The Board assesses the independence of new Directors upon appointment, and reviews the independence of all Directors annually and as appropriate. Each Director is required to provide the Board with all relevant information to enable it to make this assessment. The Board has reviewed the positions and associations of the current Non-executive Directors named in the Directors’ Report, including the Chair. The Board considers each of them to be independent. Lindsay Maxsted, Neil Chatfield, Rodney Slater and Samantha Mostyn each hold positions in companies or with firms with which Transurban has commercial relationships, as described in note 36 in the notes to the Financial Statements in the Annual Report. The Board has considered each case separately and has concluded that these relationships are not material and do not interfere with the relevant Director’s independent exercise of judgment or their ability to act in the best interests of security holders. None of Mr Maxsted, Mr Chatfield, Mr Slater, nor Ms Mostyn were, or are, involved in any procurement or other Board decision making regarding the companies or firms with which they have an association. Bob Officer was not considered by the Board to be independent as he was a nominee of CP2 Limited. CP2 Limited is a co- investor in DRIVe, the US toll road investment vehicle managed by Transurban, and was previously also one of Transurban’s largest security holders. Professor Officer resigned from the Board in August 2012. 2.3 TENURE, RETIREMENT AND RE-ELECTION Each Non-executive Director’s term of appointment is subject to the provisions of the Corporations Act, the ASX Listing Rules, and the constitutions of THL, TIML and TIL. New Non-executive Directors (appointed by the Board during the year to fill a casual vacancy or as an addition to the Board) are required to seek election as a Director at the Annual General Meeting (AGM) following their appointment, and then re-election on a rotational basis with the other Directors. No Director THL, TIML or TIL (other than the CEO) may hold office without re-election past the third AGM following their appointment or three years, whichever is longer. Board support for Directors retiring and seeking re-election is not automatic. Prior to each AGM, the Board determines whether it will recommend to security holders that they vote in favour of the re-election of each Non-executive Director seeking re-election, having regard to any matters the Board considers relevant, including the Director’s performance evaluation and his or her tenure. The Board does not set fixed tenure limits for Non-executive Directors. It is the Board’s intention that Non-executive Directors serve up to three terms, but tenure remains a matter for the Board’s discretion on a case-by-case basis. In the case of long-serving Non-executive Directors who are standing for re-election at an AGM but who intend to retire from the Board within their next term, this intention to retire will be clearly disclosed in the AGM notice of meeting. 2.4 NOMINATION AND APPOINTMENT OF NEW DIRECTORS AND BOARD GENDER DIVERSITY The Board has established a policy and procedure for the nomination, selection and appointment of new Non-executive Directors. A regular assessment of the range of qualifications, skills, experience, and diversity of gender, age, experience, relationships and background on the Board is undertaken to enable the identification of particular competencies and perspectives that will best increase the Board’s effectiveness. The assessment is assisted by the development and use of a Board ‘skills matrix’ to identify any gaps. Where a need or gap is identified or arises, the Nomination Committee commences a search process for potential appointees across a diverse candidate pool, with the assistance of external consultants as necessary. The Nomination Committee then undertakes an assessment of short listed potential appointees. The Chair and other Directors also meet in person with potential appointees. The Nomination Committee will then recommend the most appropriate candidate(s) for consideration by the Board as a whole. During the reporting period, the Board reviewed the mix of skills, experience and diversity in its membership, and confirmed the appropriateness of its current composition. The Board recognises that diversity is a competitive advantage bringing real value and adding to the collective skills and experience of the Board. The Nomination Committee is responsible for making recommendations to the Board on strategies for achieving Board diversity. 2.5 INDUCTION OF NEW DIRECTORS New Non-executive Directors are issued with a formal letter of appointment that sets out the key terms and conditions of appointment, including the Director’s duties, rights and responsibilities, the time commitment envisaged, and the Board’s expectations regarding involvement with Board Committee work. An induction program is in place to allow new Non-executive Directors to participate fully and actively in Board decision making at the earliest opportunity. The program is designed to enable new Directors to gain an understanding of Transurban’s financial, strategic, operational and risk management position, its vision and values, the role and responsibilities of Senior Executives, the role of Board Committees, meeting arrangements and Director interaction with each other, Senior Executives and other stakeholders. 2.6 KNOWLEDGE, SKILLS AND EXPERIENCE Directors are expected to maintain the knowledge and skills required to discharge their duties and obligations. The Board is provided with papers, presentations and briefings on Transurban’s operations, and is briefed on relevant changes in the legislative, regulatory or industry framework. Directors are expected to undertake any necessary continuing professional education and training to update and enhance their knowledge and skills. 2 TRANSURBAN2.7 BOARD ACCESS TO INFORMATION AND INDEPENDENT 2.8 CONFLICTS OF INTEREST PROFESSIONAL ADVICE Directors have unrestricted access to management. Management is expected to provide regular detailed financial and operational reports in a form and timeframe and of a quality that enables the Board to discharge its duties effectively. Directors may request additional information where necessary to make informed decisions. The Board Charter sets out the circumstances and procedures pursuant to which a Director may seek independent professional advice at Transurban’s expense. These procedures require prior consultation with, and the consent of, the Chair and, under normal circumstances, the provision of a copy of the advice to the Board. Corporate Governance Framework Directors are required to take all reasonable steps to avoid actual, potential or perceived conflicts of interests. Under the Corporations Act, the constitutions of THL, TIML and TIL, and the Board Charter, Directors are required to disclose any conflicts and abstain from participating in any discussion or voting on matters in which they have a material personal interest. A Director who discloses that they may have a conflict must follow the procedures developed by the Board to deal with such circumstances. Independent Assurance External Auditor Internal Auditor TRANSURBAN BOARD Transurban Holdings Limited, Transurban Infrastructure Management Limited as responsible entity for Transurban Holding Trust, Transurban International Limite g n i t r o p e r h g u o r h t i t h g s r e v o d n a e c n a r u s s A Audit and Risk Committee Renumeration and Human Resources Committee Nomination Committee l D e e g a t i o n y t i l i b a t n u o c c A CEO y t i l i b a t n u o c c A l D e e g a t i o n l D e e g a t i o n Executive Committee 3 ANNUAL REPORT 2013 3 OPERATION OF THE BOARD Relevant governance documents:  Board Charter  Audit and Risk Committee Charter  Remuneration and Human Resources Committee Charter  Nomination Committee Charter 3.1 BOARD COMMITTEES The Board has established three standing Committees of Directors: the Audit and Risk Committee, the Remuneration and Human Resources Committee, and the Nomination Committee. Each standing Committee operates under a charter, approved by the Board, which sets out the authority, membership and responsibilities of the Committee, together with any relevant administrative arrangements and any other matters considered appropriate by the Board. The role of Committees is to advise and make recommendations to the Board. The Committees do not have decision making authority except as expressly stated in the relevant charter or as authorised by the Board. The Board periodically reviews the appropriateness of the existing Committee structure, as well as the membership and the charter of each Committee. A review was undertaken during the reporting period, which resulted in refinements to each Committee charter. The Remuneration Committee was also re-named the Remuneration and Human Resources Committee to better reflect its responsibilities. The current composition of each Committee is set out below. The number of meetings held by each Committee during the reporting period and each member’s attendance at those meetings are set out in the Directors’ Report. AUDIT AND RISK COMMITTEE REMUNERATION AND HUMAN RESOURCES COMMITTEE NOMINATION COMMITTEE Members Neil Chatfield (Chair) Bob Edgar Lindsay Maxsted Christine O’Reilly Bob Edgar (Chair) Neil Chatfield Samantha Mostyn Lindsay Maxsted (Chair) Neil Chatfield Bob Edgar Samantha Mostyn Christine O’Reilly Rodney Slater Composition Responsibilities Only Non-executive Directors, all of whom are independent At least three members, each of whom is financially literate and has relevant qualifications/experience An independent Chair who is not also Chair of the Board Integrity of financial reporting Effectiveness of systems of financial risk management and internal control Internal and external audit functions Effectiveness of the risk management framework and supporting risk management systems Only Non-executive Directors, all of whom are independent At least three members An independent Chair Only Non-executive Directors, all of whom are independent At least three members An independent Chair Remuneration of Directors, performance and remuneration of, and incentives for, the CEO and other Senior Executives Remuneration strategies, practices and disclosures generally Programs to optimise the contributions of human resources, including development planning, diversity, culture and engagement Size and composition of the Board and new Board appointments Board, Committee and Director performance Board and Senior Executive succession planning 4 TRANSURBAN3.2 PERFORMANCE OF THE BOARD 4 ETHICAL CONDUCT AND RESPONSIBLE The Board acknowledges the importance of the regular review of its own performance and effectiveness, as well as the performance and effectiveness of its Committees and individual Directors. The Board conducts an internal evaluation each year and has an expert external consultant formally facilitate the process every third year. This arrangement is supplemented by assessments undertaken by Committees, the results of which are reported to the Board. An externally facilitated Board effectiveness review was conducted during 2012. The review concluded that the Board was functioning at a high level. The facilitator’s suggestions for improvement, and actions agreed by the Board in response, were documented. Those actions were closed out by the Board during the reporting period. A follow-up internal evaluation also commenced just prior to the end of the reporting period. Transurban has a Diversity Policy and the Board has again set measurable objectives for achieving greater gender diversity. Achieving these objectives is a measure against which performance of the Board is assessed. The Board recognises that increasing Board accountability for diversity objectives is an important element in delivering improvements in diversity at all levels of the organisation. 3.3 PERFORMANCE OF SENIOR EXECUTIVES Each year the Board sets key performance indicators (KPIs) for the CEO, and approves KPIs set for other Senior Executives, against which their performance is measured. KPIs relate to both the performance of Transurban, safety and the performance of the executive individually. The performance of the CEO is reviewed by the Board. The CEO reviews the performance of each Senior Executive and reports to the Board through the Remuneration and Human Resources Committee on the outcome of these reviews. The outcomes directly impact each Senior Executive’s short term incentive. Performance reviews for the CEO and other Senior Executives for the year ended 30 June 2013 were conducted during the reporting period. Information regarding these reviews, and the reward structure and remuneration outcomes for the CEO and other Senior Executives during the reporting period, can be found in the Remuneration Report which forms part of the Directors’ Report. 3.4 REMUNERATION OF DIRECTORS AND SENIOR EXECUTIVES The remuneration of Non-executive Directors consists entirely of Directors’ fees and Committee fees. Non-executive Directors do not receive any variable remuneration or other performance related incentives. In September 2005, the Board resolved to discontinue previously provided retirement benefits for Non- executive Directors. No current Directors are entitled to any accrued retirement benefits. Further details of the remuneration paid to each Non-executive Director during the reporting period are set out in the Remuneration Report which forms part of the Directors’ Report. For the reporting period, the remuneration of the CEO and other Senior Executives comprised fixed remuneration, short term incentives (cash and deferred equity) and long term equity based incentives. Transurban’s remuneration strategy and framework, and the remuneration package and outcomes for the CEO and other Senior Executives are also described in detail in the Remuneration Report. DECISION-MAKING Relevant governance documents:  How We Work @ TU  Whistleblower Policy and Fraud Policy  Dealing in Securities Policy  Diversity Policy  Supplier Sustainability Code of Practice  Sustainability Report  Safety Policy 4.1 CONDUCT AND ETHICS Transurban’s code of conduct, “How We Work @ TU”, sets the standards for how all of Transurban’s employees, consultants and contractors should act to ensure that Transurban’s organisational values (integrity, collaboration, accountability, ingenuity and respect) are upheld. All employees are expected to align their actions with the code and the values whenever they are representing Transurban or undertaking work on Transurban’s behalf. The code refers employees to relevant Transurban policies for further information and guidance. It also encourages employees who become aware of unethical behaviours to report these to Senior Management. A copy of How We Work @ TU is provided to new employees and is discussed as part of their induction training. New employees are also required to complete online training in relation to the code. 4.2 WHISTLEBLOWER PROTECTION In keeping with the spirit of How We Work @ TU, Transurban has a Whistleblower Policy to encourage Directors, Senior Executives, employees, contractors and suppliers who have witnessed, or know about, any misconduct to report it without fear of reprisal. The policy sets out how Transurban will respond to, and investigate, reports of misconduct, and outlines the protections available to those who make a whistleblower report in good faith. Transurban also has a separate Fraud Policy that sets out the procedures for the investigation of reports of fraudulent or corrupt conduct that are made other than under the Whistleblower Policy. 4.3 DEALING IN SECURITIES Transurban has a Dealing in Securities Policy that establishes a procedure for dealings by Directors, Senior Executives, employees, contractors and their related parties in Transurban securities, and in securities of other entities with whom Transurban may have business dealings. The policy prohibits Directors and all personnel from dealing in securities at any time if they are in possession of price-sensitive information. Dealing is also not permitted during designated “Closed Periods” except with prior approval in circumstances of severe financial hardship. Directors and all personnel may generally deal in securities during “Open Periods” if prior approval is obtained in accordance with procedure set out in the policy. For the purposes of the policy, dealing includes hedging. The policy also prohibits dealing in securities on a short-term basis except in circumstances of severe financial hardship. Employees who have entitlements to securities under a Transurban equity plan may not hedge against those entitlements until they have vested. In addition, Directors and Senior Executives may not hedge against entitlements that have vested but remain subject to a holding lock. Directors and employees are also prohibited from entering into margin lending arrangements using Transurban securities as security. 5 ANNUAL REPORT 20134.4 DIVERSITY Transurban’s workforce is made up of individuals with diverse skills, values, backgrounds, experiences and needs. Transurban values this diversity and recognises the organisational strength, opportunities for innovation and other corporate benefits that it brings. Transurban is committed to providing an environment in which all employees are treated with fairness and respect, and have equal access to opportunities at work. Transurban has, and will continue to develop, practices, programs and initiatives to support and assist with improving diversity at all levels of the business. Transurban believes that genuine diversity drives strategic advantage and contributes to the achievement of its corporate objectives. It enables Transurban to attract people with the best skills and attributes, and to develop a workforce selected from all available talent, whose diversity reflects that of the customers and communities Transurban serves. A key focus during the reporting period has been gender diversity. Transurban’s current gender diversity profile is set out below. 100% 80% 60% 40% 20% 0% 50% 71% 60% 50% Total Workforce 29% Board 40% Male Female Senior Executive / Senior Management Importantly, 50% of Executive Committee members (the Senior Executive group) are women. Transurban has a Diversity Policy that includes a requirement for the Board to set measurable objectives for achieving gender diversity and to review both the objectives and progress in achieving them annually. Transurban’s gender diversity objectives for the reporting period, and the progress in achieving those objectives during the period, are outlined below: OBJECTIVE FY2013 TARGET OUTCOME AS AT 30 JUNE 2013 Diversity awareness Broaden understanding of diversity across the business Establish Diversity Committees Communicate diversity objectives and achievements to the wider business Diversity Committees were established and all teams were briefed on diversity objectives and achievements Recruitment Female candidates for Board, senior and middle management positions Increase the proportion of women in executive, senior and middle management positions Increase the number of females in IT and Engineering areas Retention Minimum of 1 female candidate included in every first round interview list 86% of first round interviews included female candidates 36% of executive/senior management positions, and 27% of middle management positions, held by women 40% of executive and senior management positions, and 22% of middle management positions, are held by women (up from 33.3%/ 21.6% for the prior period) Investigate graduate program for IT and Engineering areas to prepare a pipeline of female talent Established a partnership with Monash University to sponsor a 3rd year female engineering student Promote women in leadership Establish a mentoring program for female middle managers A coaching and mentoring program was established, which aims to assist with the promotion and retention of females Workplace flexibility Increase participation in workplace flexibility programs 30.0% of employees utilising workplace flexibility programs (eg. part-time, lifestyle leave, working from home, telecommuting, flexi-hours, job-share) 25.0% of employees accessed workplace flexibility programs (down from 28.6% for the prior period) Maternity leave return rate 90% of employees due to return from maternity leave return to work 100% of employees due to return from maternity leave returned to work (up from 80% for the prior period) 6 TRANSURBANThe principles inherent in Be good neighbours, Use less and Think long-term enhance Transurban’s ability to deliver efficient and integrated transport networks that support productivity and the wellbeing of its communities. Transurban reports on its outcomes in these areas in its annual Sustainability Report, which also outlines Transurban’s commitments for the coming years. Further information about the Sustainability Strategy will be included in the 2013 Sustainability Report, which will be published in October. 4.7 SAFETY Transurban’s top priority is a safe workplace for employees and contractors and safe roads for customers. Safety is therefore a critical part of Transurban’s business framework and decision making. Further detail on the range of strategies, systems, initiatives and policies in place at Transurban to manage safety issues is included in the annual Sustainability Report. 4.5 DIVERSITY INITIATIVES During the reporting period, internal Diversity Committees were established in Australia and North America to ensure continued identification of opportunities to assist in improving diversity at all levels. The Committees are comprised of representatives from across the business. The Australian Committee is currently chaired by the CEO. The Committees have developed a diversity ‘vision’ that supports the broader Transurban vision. The vision is to “strengthen the Transurban community through inclusion, respect and valuing difference”. A diversity survey was rolled out to the Australian business during the reporting period. The survey looked at employee understanding of diversity and asked for demographic data to allow a comparison of the Transurban workforce with the communities Transurban serves. The results were positive but indicated that there was room for further diversity education for managers and employees. During the reporting period, formal education on diversity was provided to senior management focusing on inclusive leadership and unconscious bias. A gender pay equity review was also undertaken. The key focus areas for the year ending 30 June 2014 continue to be gender diversity and flexible work practices, as well as cultural diversity. The Diversity Policy has recently been reviewed by the Board to ensure alignment with these areas of focus. 4.6 SUSTAINABILITY The Board is committed to Transurban taking a sustainable approach to its operations, projects and business practices to create the best outcomes for Transurban’s Government clients and its communities. The Board has endorsed a revised Sustainability Strategy, which underpins Transurban’s corporate strategy and reinforces its vision to “strengthen communities through transport”. The Sustainability Strategy highlights three key focus areas: ● Be good neighbours – anticipating, listening and responding to community needs; ● Use less – reducing the impacts of Transurban’s operations on the community and environment; and ● Think long-term – improving transport networks to help people, goods and services move more efficiently and safely across cities both now and into the future. 7 ANNUAL REPORT 20135 INTEGRITY IN FINANCIAL REPORTING Relevant governance documents:  Audit and Risk Committee Charter  External Auditor Independence Policy 5.1 ROLE OF THE AUDIT AND RISK COMMITTEE The Audit and Risk Committee assists the Board in overseeing the integrity of financial reporting, the effectiveness of systems of financial risk management and internal control, the internal and external audit functions and the effectiveness of the risk management framework and supporting risk management systems. The CEO, the CFO, the internal auditor and the external auditor must attend Committee meetings if requested. Other members of management and advisers may also be invited to attend meetings. The Committee has unrestricted access to management and the auditors, and rights to seek explanations and additional information. The Committee meets on a regular basis with the internal auditor, and separately with the external auditor, without management present. 5.2 INDEPENDENCE OF THE EXTERNAL AUDITOR Transurban’s external auditor is PricewaterhouseCoopers. The effectiveness, performance and independence of the external auditor is reviewed by the Audit and Risk Committee. If it becomes necessary to replace the external auditor for performance or independence reasons, the Committee will formalise a procedure and policy for the selection and appointment of a new external auditor. The Corporations Act requires the external auditor to make an annual independence declaration, addressed to the Board, declaring that the auditor has maintained its independence in accordance with the Corporations Act and the rules of professional accounting bodies. PricewaterhouseCoopers has provided an independence declaration to the Board for the reporting period. The declaration forms part of the Directors’ Report. Chris Dodd has been the lead audit engagement partner of PricewaterhouseCoopers in relation to the external audit of Transurban since 1 July 2012. 5.3 RESTRICTIONS ON THE PROVISION OF NON-AUDIT SERVICES BY THE EXTERNAL AUDITOR Transurban has implemented policies and procedures to monitor the independence of the external auditor. The External Auditor Independence Policy regulates the provision of non-audit services by the external auditor. Under the policy, the auditor is prohibited from providing certain non-audit services, and may only provide a permissible non-audit service where there is a compelling reason for the auditor to do so. The provision of permissible non-audit services must be pre-approved by either the Audit and Risk Committee, the Chair of that Committee, or the CFO (where the proposed fee for the service does not exceed $5,000). The CFO provides a verbal report at each Audit and Risk Committee meeting describing any non-audit services pre-approved by the CFO or the Chair since the last meeting. Details of the fees paid to PricewaterhouseCoopers during the reporting period, including a breakdown of fees paid for non-audit services, are set out in the Directors’ Report. The Board has considered the nature of the non-audit services provided by PricewaterhouseCoopers during the reporting period and has determined that the services provided, and the amount paid for those services, are compatible with the general standard of independence for auditors imposed by the Corporations Act and that the auditor’s independence has not been compromised. 5.4 AGM ATTENDANCE OF THE EXTERNAL AUDITOR The lead audit engagement partner of PricewaterhouseCoopers attends Transurban’s AGM and is available to answer security holder questions about the conduct of the audit and the preparation and content of the auditor’s report. 6 CONTINUOUS DISCLOSURE Relevant governance documents:  Continuous Disclosure Policy  and Procedure Transurban has a Continuous Disclosure Policy and Procedure that establishes a best practice procedure for compliance with its continuous disclosure obligations, provides guidance for the identification of material information and requires the reporting of such information to the Company Secretary for review. The policy also ensures that Transurban and its personnel are aware of the penalties for a contravention of Transurban’s continuous disclosure obligations. The CEO, the CFO and the Company Secretary have primary responsibility for the effective operation of the policy. The Company Secretary is responsible for all communications with the ASX in relation to continuous disclosure issues. Under the policy, personnel must immediately notify the Company Secretary as soon as they become aware of information that should be considered for release to the ASX. The Company Secretary reviews that information, determines in consultation with the CEO and the CFO whether disclosure is required and, if so, co-ordinates the actual form of the disclosure, its approval and prompt release. All ASX releases are required to be approved by either the Board (or a Board sub-committee) or the CEO (or in the CEO’s absence, the CFO or the Chair of the Board). The policy was reviewed during the reporting period in light of the release of revised ASX Guidance Note 8 ‘Continuous Disclosure’. Refinements were made to confirm the procedures Transurban has in place to manage disclosure issues. All information disclosed to the ASX is promptly posted on the Transurban website at www.transurban.com. All material used in presentations to equity investors and analysts is released to the ASX immediately prior to the making of those presentations. The Board considers potential disclosure issues at each of its meetings. 8 TRANSURBAN7 COMMUNICATIONS WITH SECURITY HOLDERS 8 RISK MANAGEMENT Relevant governance documents:  Security Holder Communication Policy Transurban places considerable importance on effective communication with its security holders to ensure they are kept up to date with Transurban’s latest news and information. The Security Holder Communications Policy outlines the range of ways Transurban provides information to its security holders and other stakeholders. These include the Transurban website, meetings and briefings, written materials and email updates. Security holders are encouraged to elect to receive information in electronic format in line with Transurban’s commitment to sustainability. Transurban uses its website to complement the official release of information to the ASX. All ASX announcements and related information, such as information provided to analysts or the media during briefings or presentations, are promptly posted on the website. The annual and half year results presentations, media releases and other communications material are also published on the website. 7.1 ANNUAL GENERAL MEETING Transurban regards its AGM as an important opportunity to communicate with security holders. It is also a major forum for security holders to ask questions about the performance of Transurban, and to provide feedback to Transurban about information they have received. Transurban welcomes and encourages security holder attendance and participation at AGMs. The full text of notices of meeting and explanatory material is published on the Transurban website. AGMs are also webcast to accommodate security holders who are unable to attend in person. Relevant governance documents:  Audit and Risk Committee Charter  Risk Management Policy 8.1 RISK OVERSIGHT AND MANAGEMENT Transurban views effective risk management as central to achieving its objectives. Responsibility for risk management on a day to day basis rests with line management. The Board is responsible for reviewing Transurban’s policies on risk oversight and management and satisfying itself that management has developed and implemented a sound system of risk management and internal control. Transurban has a Risk Management Policy that sets out its commitment to risk management and identifies the associated roles and responsibilities of the Board, management and employees in the oversight and management of risk. The policy is supplemented by an enterprise wide risk management framework (compliant with the Australian / New Zealand standard (AS/ NZ ISO 31000:2009) that seeks to embed risk management processes into Transurban’s business activities and functions. Within the framework, each business unit is required to formally consider its risk environment and create a register of identified risks, controls, actions to treat risks and where necessary, a risk management plan. Risk registers are stored in a risk management information system from which reports are derived. Risk Management Facilitators are appointed to each business unit to support managers in implementing a robust and consistent approach to the identification and management of risks. Progress in the management of risks is regularly reported to executive management. Senior Executives have also established a strategic risk register, which is reviewed regularly. The Audit and Risk Committee assists the Board in overseeing the effectiveness of Transurban’s risk management framework and supporting systems. At each of its meetings, the Committee considers the ‘Key Risks’ (those with a residual risk rating of “A” or “B” rated against the corporate consequence table). Management provides ongoing reporting to the Committee in relation to the management of Key Risks. Detailed reports are provided to the Committee if the rating of a Key Risk changes or if there are any other significant developments in relation those risks. 8.2 FINANCIAL REPORTING – CEO AND CFO CERTIFICATIONS The Board has received certifications from the CEO and the CFO in connection with the financial statements for the Transurban Group and the individual entities comprising the Transurban Group for the year ended 30 June 2013. The certifications state that the declaration provided in accordance with section 295A of the Corporations Act as to the integrity of the financial statements is founded on a sound system of risk management and internal control and that system is operating effectively in all material respects in relation to financial reporting risks. 9 ANNUAL REPORT 2013Transurban Holdings Limited Controlled Entities ABN 86 098 143 429 (including Transurban International Limited and Transurban Holding Trust) and Annual report for the year ended 30 June 2013 10 TRANSURBANTransurban Holdings Limited Annual report - 30 June 2013 ABN 86 098 143 429 Contents Directors' report Auditor's Independence Declaration Financial statements Directors' declaration Independent auditor's report to the members Page 12 59 60 146 147 11 ANNUAL REPORT 2013Transurban Holdings Limited Directors' report 30 June 2013 Directors' report The Directors of Transurban Holdings Limited (THL), Transurban International Limited (TIL), and Transurban Infrastructure Management Limited (TIML), as responsible entity of Transurban Holding Trust (THT), present their report on the Transurban Group for the year ended 30 June 2013. Group accounts The Transurban Group financial statements have been prepared as an aggregation of the financial statements of THL and controlled entities, TIL and controlled entities, and THT and controlled entities, as if all entities operate together. They are therefore treated as a combined entity (and referred to as "the Group", or the "Transurban Group" or "Transurban"), notwithstanding that none of the entities controls any of the others. The financial statements have been aggregated in recognition of the fact that the securities issued by THL, TIL and THT are stapled together and comprise one share in THL, one share in TIL and one unit in THT (Stapled Security). None of the components of the Stapled Security can be traded separately. Directors With the exception of the changes noted below, the following persons were Directors of THL, TIML and TIL during the whole of the financial year and up to the date of this report: Non-executive Directors Lindsay Maxsted Neil Chatfield Robert Edgar Samantha Mostyn Robert Officer (resigned 7 August 2012) Christine O'Reilly Rodney Slater Ian Smith Executive Directors Scott Charlton (appointed 16 July 2012) Christopher Lynch (resigned 16 July 2012) Result The consolidated net profit for the year ended 30 June 2013 for the Group was $174,541,000 (2012: $58,558,000). The profit attributable to ordinary equity holders of the Group was $171,706,000 (2012: $54,905,000). Principal activities The principal activities of the Group during the financial year were the development, operation and maintenance of toll roads. 12 TRANSURBANDistributions Distributions paid to the ordinary equity holders of the Group during the financial year were as follows: Transurban Holdings Limited Directors' report 30 June 2013 (continued) Distribution payable Final distribution for 2013 financial year payable and recognised as a liability: 15.5 cents (2012: 15.0 cents) per fully paid Stapled Security payable 14 August 2013 Fully franked (2012: fully franked) final dividend based on tax paid at 30% - 3.5 cents (2012: 3.5 cents) per fully paid Stapled Security Unfranked final distribution - 12.0 cents (2012: 11.5 cents) per fully paid Stapled Security Distributions paid during the year Final distribution for 2012 financial year of 15.0 cents (2011: 14.0 cents) per fully paid Stapled Security paid 14 August 2012 Fully franked dividend based on tax paid at 30% - 3.5 cents (2011: 0.0 cents) per fully paid Stapled Security Unfranked distribution - 11.5 cents (2011: 14.0 cents) per fully paid Stapled Security Interim distribution for 2013 financial year of 15.5 cents (2012: 14.5 cents) per fully paid Stapled Security paid 14 February 2013 Fully franked (2012: fully franked) dividend based on tax paid at 30% - 3.5 cents (2012: 3.5 cents) per fully paid Stapled Security Unfranked distribution - 12.0 cents (2012: 11.0 cents) per fully paid Stapled Security Total distributions paid during the year Distributions paid in cash or satisfied by the issue of Stapled Securities under the distribution reinvestment plan during the years ended 30 June 2013 and 30 June 2012 Paid in cash Satisfied by issue of Stapled Securities Funds available to future distribution reinvestment plans 2013 $'000 2012 $'000 51,856 177,791 229,647 51,041 167,707 218,748 51,041 167,707 218,748 - 202,096 202,096 51,183 175,486 226,669 50,801 159,654 210,455 445,417 412,551 410,848 34,567 2 445,417 336,549 76,001 1 412,551 13 ANNUAL REPORT 2013Transurban Holdings Limited Directors' report 30 June 2013 (continued) Operating and Financial Review - Year ended 30 June 2013 Business review Transurban is a toll road developer and operator with interests in Australia and the United States. We are an ASX Top 50 company, and have been in business since 1996. We have an interest in a total of nine roads in Melbourne, Sydney and in Virginia: Melbourne, Australia CityLink Sydney, Australia Hills M2 Lane Cove Tunnel Eastern Distributor Westlink M7 M5 South West Virginia, USA Pochantas 895 495 Epress Lanes 95 Express Lanes (under consttruction) 100% 100% 100% 75.1% 50% 50% 75% 67.5% 67.5% Business Framework and Strategy Transurban is focused on providing effective and innovative urban transport solutions in road infrastructure, through the management and development of urban networks of toll road concessions. The effective management of toll road concessions involves leveraging a network footprint in our markets, taking a leading role in shaping policy, and utilising our core capabilities. These capabilities are defined as: • Network planning and forecasting • Operations and customer management • Project development and delivery • Application of technology, and • Community engagement. As part of the review and confirmation of our strategy in the current period, we have clearly defined our target markets as the eastern seaboard of Australia and northern Virginia in the US. Finally, the business continues to focus on distribution growth as part of this overall strategy. Value drivers The investment proposition for high quality toll road assets lies in providing investors with access to long dated, predictable, growing cash flows generated over the life of the concessions through effective management and development of the road corridors these concessions govern. 14 TRANSURBANTransurban Holdings Limited Directors' report 30 June 2013 (continued) The organic growth in the business derived from traffic growth and inflation protected toll escalation across the the operations, maintenance and customer suite of assets is supported by the effective management of management. technology in key areas including traffic management and tolling. In addition, value is unlocked through the development of the portfolio through a range of activities including asset enhancements such as Sydney’s Hills M2 Upgrade and M5 West Widening, and new projects negotiated with governments such as the 495 and 95 Express Lanes projects. is further enhanced by the effective application of It Financial performance Performance indicators Proportional EBITDA (earnings before interest, the primary measures the Transurban Board uses to assess the operating performance of the Group, with the aim of maintaining a focus on operating results and associated cash generation. It reflects the contribution from individual assets to the Group's operating performance and permits a meaningful analysis of the underlying performance of the Group's assets. tax, depreciation and amortisation) is one of To arrive at Transurban interests in non-controlled assets are included, in proportion to Transurban’s ownership. the proportional result, minority interests in the Group's controlled entities are backed out and Free cash is the primary measure used to assess cash generation in the Group. Free cash represents the cash available for distribution to security holders. Highlights for the year ended Transurban’s net profit for the year ended 30 June 2013 was $174.5 million. Toll revenue increased by 4.7 per cent to $801.2 million. The increase in toll revenue was driven by continued traffic growth across all assets, with the Sydney network beginning to recover through the progressive opening of the M2 Upgrade. Statutory road operating and corporate costs increased on the prior corresponding period primarily due to: • Increased traffic volumes • Non-cash costs associated with the acceleration of accounting for previously issued Long Term Incentives (LTIs) to the former CEO, and • The commencement of management services for 495 Express Lanes (offsest by other revenue) • Costs associated with closure of the New York office • Prior year recovery of costs by our treasury team for the M5 Motorway and; • Resheeting of M4 Service Centre Financial position As discussed above, Transurban is a member of the S&P/ASX 50 with a market capitalisation of around $10.0 billion. At 30 June 2013 1,481.6 million shares were on issue. Transurban’s operating assets are primarily long-life intangible assets, representing the provision by State Governments of the right to toll customers for the use of the assets. The concession assets represent 80.7 per cent of the total assets of the Group. The duration of the asset concessions range from around 30 years to 99 years and for accounting purposes the carrying values are amortised on a straight line basis over the duration of the concession. Details of the Transurban Group's borrowings are discussed in Financing Activities below. Operations and performance of Transurban’s portfolio of assets – Year ended 30 June 2013 Transurban considers the best measure of the Group’s performance to be its underlying proportional EBITDA. To determine the proportional numbers, non-controlling interests are removed from the statutory result and Transurban’s interests in non-controlled assets are included in proportion to our ownership. 15 ANNUAL REPORT 2013Transurban Holdings Limited Directors' report 30 June 2013 (continued) Note 2 to the statutory accounts (Segment for the Transurban Group, including reconciliations to the statutory result. While management considers proportional EBITDA to be the best indicator of asset performance, interest expense and revenue, depreciation and income tax are also included in the Segment Information disclosure. Information - page 81) presents the proportional result Underlying traffic and toll revenue performance The following shows traffic and toll revenue performance of all operating assets for the year ended 30 June 2013. The performance is shown for 100 per cent of each asset. Review of costs and revenue in the commentary below also refer to 100 per cent of the asset. Asset (and ownership %) CityLink (100%) Hills M2 (100%) Lane Cove Tunnel (100%) M1 Eastern Distributor (75.1%) Westlink M7 (50%) M5 Interlink (50%) Pocahontas (75%) ($’USD) 495 Express Lanes (67.5%) ($’USD) CityLink (Melbourne) Traffic growth (%) Toll revenue 2013 $’m Toll revenue 2012 $’m Variance $’m Variance % & of prop toll revenue 2.4% 1.4% 1.8% 0.1% 3.4% (0.9%) 1.3% N/A 495.8 143.3 61.5 100.5 209.4 188.8 15.5 7.3 471.6 141.2 60.0 92.6 200.5 181.1 14.9 – 24.2 2.1 1.5 7.9 8.9 7.7 0.6 N/A 5.1% 1.5% 2.5% 8.5% 4.4% 4.3% 4.0% N/A 50.0% 14.5% 6.2% 7.6% 10.6% 9.5% 1.1% 0.5% Performance on CityLink was strong throughout the year, with continued traffic growth on all parts of the motorway. Toll revenue increased 5.1 per cent, driven by a 2.4 per cent increase in traffic and a 4.1 per cent increase in toll prices. Weekend traffic was particularly strong, with growth of 6.0 per cent. Changes to the CityLink employee structure during the year ended led to a reduction in direct employee costs and tolling expenses. In addition there was a decrease in the maintenance provision expense of $0.6 million due to reconsideration of non-critical maintenance of the asset. Total CityLink costs decreased $3.8 million to $100.7 million, due to the continual assessment of supplier arrangements. CityLink’s EBITDA margin remained strong at 89.0 per cent. A major focus this year has been to reduce the number of ‘nose to tail’ accidents occurring on CityLink, particularly southbound over the Bolte Bridge. A concentrated safety strategy of ‘Look up, stay back’, in conjunction with a driver education program sponsored by Murcotts, was launched and variable speed limit signs were introduced over the bridge in order to better manage traffic flows. Hills M2 (Sydney) Stages of the Hills M2 Upgrade were progressively completed during the year, contributing to traffic performance beginning to recover. In July 2012 the Windsor Road Ramps opened to tolled traffic, followed by the Macquarie Park Ramps in January 2013. The mainline section west of Pennant Hills Road was completed in April 2013, contributing to traffic growth in that section and the recovery of traffic performance on the M7 Motorway. Year on year traffic growth on Hills M2 was 1.4 per cent, which included a full year of construction impact. This, plus the introduction of new ramps on the asset, resulted in a toll revenue increase of $2.1 million. Costs on Hills M2 remained consistent with previous years and the asset achieved an EBITDA margin of 81.9 per cent. 16 TRANSURBANTransurban Holdings Limited Directors' report 30 June 2013 (continued) Lane Cove Tunnel/Military Road e-Ramps (Sydney) Lane Cove Tunnel performance has been impacted this financial year by continued upgrade works on the connecting M2 Motorway. Traffic grew 1.8 per cent and was the main driver behind a toll revenue increase of $1.5 million. In the current year Tollaust Pty Limited (a Group company) commenced as the Operations and Maintenance provider to Lane Cove Tunnel. This is expected to result in overall savings to the Group however mobilisation costs of the revised arrangement has resulted in costs being consistent year on year for the asset. The EBITDA margin on Lane Cove Tunnel increased by 1.0 per cent to 60.0 per cent. Non-recourse project debt on Lane Cove Tunnel was refinanced in June 2013. Statewide Roads Group - M4 Motorway (Sydney) Transurban acquired all remaining shares on issue from the minority equity holders of Statewide Roads on 2 May 2013. Statewide Roads manages the concession for service centres on the M4 Motorway. In the year ended 30 June 2013 Statewide Roads contributed $0.7 million to the Group's EBITDA through rental income generated from tenants of the service centres. Statewide Roads is also required to maintain the service centres and in the current year resheeting of the service centres was undertaken. M1 Eastern Distributor (Sydney) - Airport Motorway Group The Eastern Distributor is entering a phase of significant major maintenance activities reflecting the stage in the asset's life. This includes the upgrade of the Operations Management and Control System, replacement of the control room video wall and significant resurfacing activities. Planning and execution of these activities has been a focus of the current year and will continue. This phase of major maintenance resulted in an increase to the annual M1 maintenance provision charge of $2.9 million. Total costs on the M1 increased $2.0 million. With toll revenue growth of $7.9 million year on year, the M1’s EBITDA margin increased by 0.6 per cent to 71.1 per cent. M5 Motorway (Sydney) - Interlink Roads Pty Limited The motorway’s performance has been impacted in the current year by ongoing widening works. In addition the M5 removed cash tolling in 2013 and now operates on a fully electronic basis. Total costs on the M5 decreased in the current year by $2.2 million, largely due to lower volumes on the road during the widening works. Traffic decreased compared to the prior year by 0.9 per cent. However, revenue increased by 4.3 per cent to $188.8 million due to a truck toll price increase of 50 cents in November 2012. Despite traffic disruption during the widening, the EBITDA margin increased by 2.2 per cent, to 93.1 per cent for the year ended 30 June 2013. Westlink M7 (Sydney) - Westlink Motorway Group The performance of Westlink M7, particularly the northern section, has been impacted during the year by the ongoing Hills M2 Upgrade. Since the completion of the upgrade west of Pennant Hills Road in April 2013, traffic has begun to recover on the M7 - with growth of 5.4 per cent in the fourth quarter. Traffic growth across the entire motorway was 3.4 per cent and revenue grew by $8.9 million. Total costs decreased by $2.3 million. This was due to cost savings achieved in Roam Tolling’s operations of the Westlink retail function. Due to the growth in toll revenue and cost savings, the M7’s EBITDA margin increased by 2.5 per cent to 81.0 per cent. 17 ANNUAL REPORT 2013Transurban Holdings Limited Directors' report 30 June 2013 (continued) Pocahontas 895 (Virginia USA) - Transurban DRIVe Performance on Pocahontas 895 has continued to be weak throughout the year compared to Transurban’s initial expectation of traffic at acquisition in 2006. Following the reduction of the carrying value of DRIVe in 2012, the impact of the 895’s poor performance on Transurban’s returns is minimal. Traffic increased 1.3 per cent year on year, contributing to a revenue increase of $0.6 million. Costs increased $0.9 million, leading to a decrease in the overall EBITDA margin by 4.3 per cent to 60.3 per cent. On 14 June 2013 Transurban announced that discussions to transfer Pocahontas 895 back to the lenders had commenced, however the final structure has not yet been agreed. There is no cash impact of a transfer of the asset back to the lenders and the asset is carried at no value in the Transurban Group balance sheet. 495 Express Lanes (Virginia USA) - Transurban DRIVe The 495 Express Lanes opened to tolled traffic in November 2012, 6 weeks ahead of schedule. Traffic performance on the lanes has been lower than expected, but has continued to grow. It is still considered too early to determine any reliable traffic trends. Total toll revenue generated to 30 June 2013 is $7.2 million. 495 Express Lanes has recorded an EBITDA loss since opening of $8.1 million to 30 June 2013. In respect of Transurban’s proportional result, this contributed a loss of $5.4 million. The weekend of 6-7 April 2013 was toll free on 495 Express Lanes, with the view to increasing public awareness of the benefits of using the lanes. This public education and engagement proved positive, with traffic growth increasing after this and other initiatives. Free cash and cash flows from operations Free cash represents a key measure of the performance of Transurban’s operating assets and provides the basis for determining the distribution to be paid to security holders. Free cash is calculated as: Cash flow from operations of 100 per cent owned assets and operating companies (CityLink, Hills M2, Lane Cove Tunnel, Statewide Roads Group, Roam Tolling, Tollaust and Transurban corporate); Excluding Payments for Maintenance of Intangible Assets; Excluding Interest received from Term Loan Notes (M7 Investment returns captured as interest payments); Plus distributions received from non-100 per cent owned assets (Interlink M5, M1 Eastern Distributor) Plus Term Loan Note repayments from Westlink M7 (as a 50 per cent equity accounted investment) Less Provision for Maintenance of Intangible Assets and payments for e-TAGs. Free cash for the year ended 30 June 2013 was $443.3 million. Free cash per security was 30.1 cents. The calculation of free cash can be found at Note 21 to the statutory accounts. Business development activities 95 Express Lanes (Virginia USA) – Transurban DRIVe On 1 August 2012, Transurban announced that financial close had been reached with the Commonwealth of Virginia to build and operate the 95 Express Lanes in Northern Virginia, USA. The 95 Express Lanes will be a 29-mile (46-kilometre) reversible, two- and three-lane facility, with a 73 year operating concession from opening date. The cost of construction is expected to be $750 million over a two and a half year period. 18 TRANSURBANTransurban Holdings Limited Directors' report 30 June 2013 (continued) Toll system delivery and operations of the 95 Express Lanes are to be managed by Transurban and co-located with the 495 Express Lanes. The 95 Express Lanes will utilise technology developed for the 495 Express Lanes. At the date of this report the project is 40 per cent complete, has had no lost time injuries and remains on schedule for completion in late 2014. F3/M2 connector – discussions with NSW Government Transurban has worked throughout the year to progress the development of the F3/M2 project with the NSW Government. Transurban initiated the process in 2012, presenting the Government with a proposal to develop the project. On 30 May 2013, the Government announced that it would progress with Transurban to Stage 3 of the proposal process. In Stage 3, Transurban, its partners and the NSW Government will work together to procure the design and construction (D&C) price. The final funding sources will be a function of the D&C price. Financing activities Transurban continued to have success in financing activities in the year ended 30 June 2013: Refinanced $505.0 million of non-recourse project debt on Westlink M7 Refinanced $260.0 million of non-recourse project debt on Lane Cove Tunnel. September 2012 x June 2013 x Debt maturity profiles The following charts show the Group’s current debt maturity profile. The charts show the debt in the financial year it matures and in the case of the asset level debt, the full value of the debt facilities has been shown as this is the value of debt for refinancing purposes. The debt values are shown at 30 June 2013 and Canadian dollar and US dollar debt has been converted at the hedged rate where cross currency swaps are in place. Unhedged US dollar debt has been converted to Australian dollars at spot exchange rate ($0.9275 at 30 June 2013). Corporate debt maturity profile 19 ANNUAL REPORT 2013DEBT MATURITY BY FINANCIAL YEARA $ MILLIONLETTER OF CREDIT FACILITIES WORKING CAPITAL FACILITIES A$ BONDS US PRIVATE PLACEMENT SYNDICATED FACILITIES C$ BONDS 233254250500 30022010020050 – 100 201420152016201720182019202020212022202320242025202620272028 200 300 400 500 600 700 800 900 31516012513612913316521920617594Asset level debt maturity profile Transurban Holdings Limited Directors' report 30 June 2013 (continued) Financial risk management Transurban Group’s exposure to financial risk management and its policies for managing that risk can be found in the Financial Risk Management note in note 38 of the statutory accounts. Note 38 of the Financial Statements outlines Transurban’s hedging policies, credit risk, interest rate risk and liquidity and funding policies. Corporate activities Change of CEO and Executive Management A number of changes were made throughout the year to the Transurban structure and Executive leadership team. In addition to Scott Charlton commencing in the role of CEO in July 2012, the following changes occurred: • Establishment of a ‘Delivery and Operations’ team with Tim Steinhilber appointed as Group General Manager • Establishment of a ‘Strategy’ team with Wes Ballantine appointed as Group General Manager • Appointment of Sue Johnson as Group General Manager, Human Resources • Appointment of Lisa Tobin as Group General Manager, Technology • Appointment of Vin Vassallo as Group General Manager, Victoria following the departure of Elizabeth Mildwater from Transurban, and • Appointment of Jennifer Aument as Group General Manager, North America. Issue of securities (underwriting amendment) As part of the interim distribution Transurban had announced its intention to have the distribution reinvestment plan underwritten by UBS up to an amount of $115 million (or approximately 50 per cent of the distribution). However, on 24 December 2012 this was deemed unnecessary as an agreement was reached with UniSuper Limited to issue 16,260,163 stapled securities at an issue price of $6.15 per security. The underwriting obligations of the interim distribution were therefore cancelled. 20 TRANSURBAN 505 500 A $ MILLION 142 56 330 447 288 295 225 400 340 255 – 200 400 600 800 1,000 1,200 1,400 1,600 1,800 M7 BANK DEBT M2 BANK DEBT M1 BANK DEBT M5 BANK DEBT LCT BANK DEBT 495 LETTERS OF CREDIT 495 TIFIA DEBT 495 PRIVATE ACTIVITY BONDS 95 PRIVATE ACTIVITY BONDS POCAHONTAS BANK DEBT 95 TIFIA DEBT POCAHONTAS TIFIA DEBT 77 184 201420152016201720182019202020212022202320242025202620272028202920302031203220332034203520362037203820412042204320442045204620472048204920392040 635 260 260 635 635 323 Transurban Holdings Limited Directors' report 30 June 2013 (continued) People Diversity During the reporting period, Transurban established diversity committees to raise awareness and to identify opportunities to improve diversity at all levels of the business. The committees are comprised of representatives from across the Group. The Australian committee is currently chaired by the CEO. In the current period, a formal education program on diversity was provided to senior management, focusing on inclusive leadership and unconscious bias. A gender pay equity review was also undertaken during the year with no matters of significance noted. Transurban has identified gender diversity, cultural diversity and flexible work practices as its focus areas for the next year. The Group’s Diversity Policy has been reviewed to align it with these areas. Leadership and development Twice a year Transurban conducts a talent review with the Executive team. This review helps identify high potential individuals who may have the ability to move into a Senior Leadership or Executive role, or those who may be able to move laterally outside of their area of technical expertise. It also identifies successors for the Executive team and other future leaders. Development activities for this group are monitored throughout the year. In 2013 Transurban ran a Senior Leadership Development Program focusing on strategy, safety, leadership and diversity. This program was offered in both the US and Australia. Transurban supports the development of women within the business and has recently started a Coaching and Mentoring program for female middle managers. Vision and values In the year ended 30 June 2013 Transurban reviewed and updated its vision and values to bring them into line with the updated Group strategy. Workshops and focus groups were conducted in both the US and Australian offices to give employees significant input into the process. The values established through this process are integrity, collaboration, accountability, ingenuity and respect. Sustainability Transurban is committed to taking a sustainable approach to all our operations, projects and business practices to create the best outcomes for our government clients and communities. During the period, Transurban’s corporate strategy and reinforces our vision to “strengthen communities through transport”. the Transurban Board endorsed a revised Sustainability Strategy, which underpins The Sustainability Strategy highlights three key focus areas: Be good neighbours, Use less, and Think long term. The principles inherent in these focus areas enhance our ability to deliver efficient and integrated transport networks that support productivity and the wellbeing of our communities. We report on our outcomes in these areas in our annual Sustainability Report, which also outlines our commitments for the coming years. Further information on our Sustainability Strategy will be included in our 2013 Sustainability Report, which will be published in October 2013 on our website (www.transurban.com). 21 ANNUAL REPORT 2013Transurban Holdings Limited Directors' report 30 June 2013 (continued) Business risks and opportunities The following are key opportunities that may impact Transurban’s financial and operating result in future periods: • Negotiation of new business opportunities to develop projects and enhance the motorway networks in Transurban’s target markets • Higher traffic volumes across Transurban’s assets resulting in stronger cashflows across the Group • Integration of technology and systems across Transurban assets, including tolling systems, to leverage economies of scale available from Transurban’s network footprint. • Policy change in approach to network pricing to drive efficiencies and improvements in capacity utilisation on Transurban’s assets • Development of connecting infrastructure to drive improved traffic volumes on Transurban’s assets • Changes in law or regulation, that may result in the reduction of taxes or other governmental charges or levies • Realisation of benefits associated with financing arrangements and financial transactions, including sourcing new financing, the refinancing of existing indebtedness and credit exposures on transactions with financial counterparties. The following are key risks that may impact Transurban’s financial and operating result in future periods: • Reduced traffic volumes or an inability to grow traffic volumes • The loss of a toll road concession for non-performance or default under a concession agreement, financing arrangements, or as a result of government action • Existence and development of, or changes to, competing roads, feeder roads and other means of transport • Changes in law or regulation, including the imposition of new or increased taxes or other governmental charges or levies • Adverse tax developments, including as a result of legislative change or interpretation, and changes to accounting standards • Dependency on the services of key contractors and counterparties for development and construction activities and for the provision of tolling, customer services, operations and maintenance services, road management and control systems • Exposure to risks associated with financing arrangements and financial transactions, including sourcing new financing, the refinancing of existing indebtedness and credit exposures on transactions with financial counterparties • Risks of accidents, incidents and other events relating to the assets and insurance policies not providing adequate protection against those risks • Risks of technology failure resulting in the inability to collect tolls or operate the assets • Unexpected material maintenance of the assets • Potential for involvement in legal, regulatory and other proceedings and disputes arising from business and operations; and • Reliance on dividends, interest on and repayments of shareholder loans from concessionaires and other subsidiaries for funding. Risk Management Managing risk is an essential part of our business. Key risks are regularly reviewed by the Board, the Audit and Risk Committee and our Executive Committee. Transurban has a business-wide risk framework in place to help create and continuously improve a consistent and rigorous approach to identifying, analysing and evaluating risks. This framework has various policies, standards and guidelines attached to it, including the Risk Management Policy which can be found in the Corporate Governance section of our website (www.transurban.com). 22 TRANSURBANTransurban Holdings Limited Directors' report 30 June 2013 (continued) The framework is overseen by the Audit and Risk Committee and is actively managed by the Executive Committee. It is consistent with AS/NZ31000:2009 and is subject to regular review by internal audit. Our Audit and Risk Committee Charter is also available in the Corporate Governance section of our website. Significant changes in the entityʼs state of affairs Other than those matters already discussed in the operating and financial review, the following significant change has occurred in Transurban’s state of affairs in the year ended 30 June 2013: • During the year Transurban decided to close its office in New York and focus all US activities out of the 495 Express Lanes HOT Operations Centre in Virginia. Matters subsequent to the end of the financial year At the date of this report the Directors are not aware of any other circumstances that have arisen since 30 June 2013 that have significantly affected, or may significantly affect, the Group’s operations in future financial years, the results of those operations in future financial years, or the Group’s state of affairs in future financial years. Likely developments in future financial years and the expected results of operations Other than matters already discussed above, any other potential like developments in the operations of the Group and the expected results of operations have not been included in these financial statements because the Directors believe it would be likely to result in unreasonable prejudice to the Group. Environmental regulation The Group is subject to environmental regulations under Australian Commonwealth and State laws and certain applicable laws in the USA. The Group maintains a comprehensive environmental management plan to monitor the performance of its motorways, and any external parties responsible for operating any of the Group’s motorways, and takes remedial steps where necessary. There were no significant breaches reported during the financial year on the Group’s assets. 23 ANNUAL REPORT 2013Transurban Holdings Limited Directors' report 30 June 2013 (continued) Information on Directors Lindsay Maxsted Dip Bus, FCA, FAICD Chair and independent Non-executive Director Term of office Director since 1 March 2008. Chair since 12 August 2010. Lindsay is currently Chairman and a Non-executive Director of Westpac Banking Corporation, and a Non-executive Director of BHP Billiton Limited and BHP Billiton plc. He is the Managing Director of Align Capital Pty Ltd and the Honorary Treasurer of Baker IDI Heart and Diabetes Institute. Lindsay was formerly the CEO of KPMG Australia from 2001 - 2007. His principal area of practice prior to this was in the corporate recovery field managing a number of Australia’s largest insolvency / workout / turnaround engagements. Lindsay holds interests in 30,000 Stapled Securities. Transurban Board Committee membership Chair of the Nomination Committee and a member of the Audit and Risk Committee. Scott Charlton BSci, MBA (Texas) Chief Executive Officer Term of office Director since 16 July 2012. CEO since 16 July 2012. Scott joined Transurban from Lend Lease, where he was Group COO (from November 2011) and Group Director of Operations (from March 2010). Prior to this, Scott held several senior appointments across a range of infrastructure and financial institutions, including as CFO of Leighton Holdings Limited (2007-2009) and as Managing Director of Deutsche Bank in Australia and Hong Kong (1995 - 2003). Scott holds interests in 88,752 Stapled Securities and 605,904 performance awards. 24 TRANSURBANTransurban Holdings Limited Directors' report 30 June 2013 (continued) Information on Directors Neil Chatfield M.Bus, FCPA, FAICD Independent Non-executive Director (continued) Term of office Director since 18 February 2009. Neil served as Executive Director and the CFO of Toll Holdings Limited from 1997 until September 2008. Neil has extensive experience in general and financial management, capital markets, mergers and acquisitions and risk management. is currently the Chairman of Virgin Australia Holdings Limited and of Seek Limited, and a Non-executive is also Honorary Chairman of HomeGround Services. He was Neil Director of Grange Resources Limited. Neil previously a Non-executive Director of Whitehaven Coal Limited (to May 2012). Neil holds interests in 30,910 Stapled Securities. Transurban Board Committee membership Chair of the Audit and Risk Committee and a member of the Nomination and Remuneration and Human Resources Committees. Robert Edgar BEc (Hons), PhD, FAICD Independent Non-executive Director Term of office Director since 21 July 2009. Bob has over 30 years experience as a senior executive, with 25 years at ANZ Banking Group in various senior roles, including Deputy CEO, Senior Managing Director, COO, and Chief Economist. Bob is currently the Chairman of Federation Centres and a Non-executive Director of Asciano Group and of Linfox Armaguard Pty Ltd. He is also Chairman of the Prince Henry’s Institute of Medical Research. He was previously a Non-executive Director of Nufarm Limited (to March 2012), AMMB Holdings Berhad, Shanghai Rural Commercial Bank and of the Bank of Tianjin. Bob holds interests in 24,590 Stapled Securities. Transurban Board Committee membership Chair of the Remuneration and Human Resources Committee and member of the Audit and Risk and Nomination Committees. 25 ANNUAL REPORT 2013Transurban Holdings Limited Directors' report 30 June 2013 (continued) Information on Directors Samantha Mostyn BA, LLB Independent Non-executive Director (continued) Term of office Director since 8 December 2010. Sam is a Non-executive Director and corporate advisor and has previously held senior executive positions at IAG, Optus and Cable & Wireless Plc. Sam is currently Chair of the Stakeholder Advisory Council of the CSIRO’s Climate Adaptation Flagship and Deputy Chair of the Diversity Council Australia. She is a member of the NSW Climate Change Council, the advisory boards of ClimateWorks Australia and the Crawford School of Government and Economics, ANU. Sam is a Commissioner of the Australian Football League and the National Mental Health Commission. Sam is currently a Non-executive Director of Virgin Australia Holdings Limited, Citigroup Pty Ltd, Sydney Theatre Company, Australian Volunteers International and St James Ethics Centre Foundation. Sam holds interests in 14,000 Stapled Securities. Transurban Board Committee membership Member of the Remuneration and Human Resources and Nomination Committees. Christine O'Reilly BBus Independent Non-executive Director Term of office Director since 12 April 2012. Christine has in excess of 25 years experience in the finance and infrastructure sectors in various roles including as Co-Head of United Infrastructure at Colonial First State Global Asset Management and as CEO of the GasNet Australia Group. Christine is currently a Non-executive Director of CSL Limited, Energy Australia, Baker IDI Heart and Diabetes Institute and is the Deputy Chair of CARE Australia. Christine holds interests in 4,363 Stapled Securities. Transurban Board Committee membership Member of the Audit and Risk and Nomination Committees. 26 TRANSURBANTransurban Holdings Limited Directors' report 30 June 2013 (continued) Information on Directors Rodney Slater J.D., BS Independent Non-executive Director (continued) Term of office Director since 22 June 2009. Rodney is a partner in the public policy practice group of Washington DC firm Patton Boggs, where he has been a leader of its transportation practice since 2001. He served as US Secretary of Transportation from 1997 until the end of the Clinton Administration in January 2001 and was the Administrator of the Federal Highway Administration between 1993 and 1996. In the US, Rodney’s current directorships include Kansas City Southern (railroads), Verizon Communications Inc, Atkins Global, and Southern Development Bancorporation. He was previously a Director of Parsons Brinckerhoff, Delta Airlines, Northwest Airlines, and ICx Technologies Inc. He also served on Transurban’s US Advisory Board until November 2008. Rodney is a Director of the Congressional Awards Foundation and United Way Worldwide. Rodney does not hold interests in any Stapled Securities. Transurban Board Committee membership Member of the Nomination Committee. Ian Smith BE Mining (Hons), BFin Admin Independent Non-executive Director Term of office Director since 1 January 2012. Ian has more than 30 years experience in the global mining industry in a variety of operational and project management roles. He is currently the Managing Director and CEO of Orica Limited. Ian is President of The Australian Mines and Metals Association. He was previously the CEO at Newcrest Mining Limited (to July 2011), Chairman of Minerals Council of Australia and a Director of the Australian Chamber of Commerce and Industry. Ian holds interests in 71,772 Stapled Securities. Company Secretaries Amanda Street LLB (Hons), BComm Amanda joined Transurban in September 2008 and was appointed as Company Secretary in February 2011. Before joining Transurban, Amanda was Assistant Company Secretary at SP Ausnet, and Senior Corporate Counsel at National Australia Bank. She has over 12 years of legal, company secretarial and other relevant experience. Prior to her in-house work, Amanda was a solicitor specialising in M&A work with Australian law firm Mallesons. Julie Galligan LLB, BA Julie joined Transurban in November 2008 and was appointed as General Counsel, Australia in February 2012. Julie has over 12 years legal experience in private practice and in-house roles in both Australia and the United Kingdom. Prior to joining Transurban, Julie worked in-house at Associated British Ports. 27 ANNUAL REPORT 2013Transurban Holdings Limited Directors' report 30 June 2013 (continued) Meetings of Directors The number of meetings of the Boards of Directors of THL, TIML and TIL held during the 2013, and the number of meetings attended by each Director are set out in the following tables. year ended 30 June Meetings of the Boards of Directors of THL, TIML and TIL were held jointly. (appointed 16 July 2012) (resigned 16 July 2012) (resigned 7 August 2012) Lindsay Maxsted Scott Charlton Christopher Lynch Neil Chatfield Robert Edgar Samantha Mostyn Robert Officer Christine O'Reilly Rodney Slater Ian Smith Board of Directors Board of Directors Board of Directors TIML THL TIL Attended Held Attended Held Attended Held # # # 9 9 - 8 8 8 1 9 9 9 9 9 - 9 9 9 1 9 9 9 9 9 - 8 8 8 1 9 9 9 9 9 - 9 9 9 1 9 9 9 9 9 - 8 8 8 1 9 9 9 9 9 - 9 9 9 1 9 9 9 # = Number of meetings held during the time the Director held office The number of meetings of each Board Committee held during the year ended meetings attended by each Director, are set out in the following table. 30 June 2013, and the number of (appointed 16 July 2012) (resigned 16 July 2012) (resigned 7 August 2012) Lindsay Maxsted Scott Charlton Christopher Lynch Neil Chatfield Robert Edgar Samantha Mostyn Robert Officer Christine O'Reilly Rodney Slater Ian Smith Audit and Risk (1) Committee Remuneration and Human Resources (2) Committee Nomination (3) Committee Special purpose Sub- committees Attended Held# Attended Held# Attended Held# Attended Held# 6 6 * 6 6 * 2 6 * * 6 * * 6 6 * 2 4 * * 5 4 1 5 5 5 * * * * * * * 5 5 5 * * * * 2 2 * 2 2 2 - 2 1 2 2 * * 2 2 2 - 2 2 * 1 1 * 1 * * * * * * 1 1 * 1 * * * * * * # = Number of meetings held during the time the Director held office and was a member of the Committee * = Not a member of the relevant Committee (1) Scott Charlton was not a member of the Audit and Risk Committee but attended meetings during the year. (2) Lindsay Maxsted, Scott Charlton and Chris Lynch were not members of the Remuneration and Human Resources Committee but attended meetings during the year. Scott Charlton and Chris Lynch were excluded from discussions involving their remuneration during meetings which they attended. (3) Ian Smith and Scott Charlton were not members of the Nomination Committee but attended meetings during the year. 28 TRANSURBANTransurban Holdings Limited Directors' report 30 June 2013 (continued) 2013 REMUNERATION REPORT (AUDITED) x Message from the Chairman of the Remuneration and Human Resources Committee Dear security holder I am pleased to present Transurbanʼs remuneration report for the year ended 30 June 2013. Last yearʼs report comprehensive review of the Groupʼs executive remuneration arrangements. received strong support at the 2012 AGM. That report detailed the results of our We continue to be mindful of the expectations of both the market and security holders in setting the executive reward framework. There were no substantive changes to our framework or practices this year, but we did make some refinements to further align the remuneration of our leadership team with the creation of sustainable security holder value, business outcomes, and the Groupʼs organisational values: integrity, collaboration, accountability, ingenuity and respect. A CEO transition and significant executive change also impacted remuneration during the year. Departures were managed in line with the provisions set out in the relevant executiveʼs service agreement and current termination benefits legislation. For new executive appointments, we used market data from an independent remuneration consultant to assist us in determining the quantum and structure of their packages. There was a significant reduction in the average total remuneration package for current executives (including the CEO) on the prior year. We believe the outcomes are fair and equitable. We also think that our framework gives us a range of mechanisms to balance sensible risk management and motivate executives to deliver outstanding results going forward. We welcome your feedback on our remuneration practices or on our communication of remuneration matters in this report. Bob Edgar Chairman, Remuneration and Human Resources Committee 29 ANNUAL REPORT 2013Transurban Holdings Limited Directors' report 30 June 2013 (continued) Remuneration report x (continued) INTRODUCTION This report, prepared in accordance with the Corporations Act 2001, contains detailed information regarding the remuneration arrangements for the Directors and Senior Executives who were the 'key management personnel' (KMP) of the Transurban Group (Group) during the year ended 30 June 2013. The KMP disclosed in this report are listed in the table below: Current Non-executive Directors Lindsay Maxsted, Chair Neil Chatfield Robert Edgar Samantha Mostyn Christine O'Reilly Rodney Slater Ian Smith Former Non-executive Directors Robert Officer (resigned effective 7 August 2012) Current Senior Executives* Scott Charlton, Managing Director and Chief Executive Officer (CEO) (from 16 July 2012) Jennifer Aument, Group General Manager, North America (from 10 June Wesley Ballantine, Group General Manager, Strategy (from 22 November Andrew Head, Group General Manager, New South Wales Samantha Hogg, Chief Financial Officer Sue Johnson, Group General Manager, Human Resources (from 8 October Tim Steinhilber, Group General Manager, Delivery and Operational Excellence (from 10 December Lisa Tobin, Group General Manager, Technology (from 4 February 2013) Vin Vassallo, Group General Manager, Victoria (from 4 February 2013) Transitioning Senior Executive Michael Kulper, President North Former Senior Executives Chris Lynch, Managing Director and CEO (resigned as CEO effective 16 July 2012, departed 30 July 2012) Ken Daley, President, International Development (resigned effective 2 February 2013) Elizabeth Mildwater, Group General Manager, Victoria (resigned effective 31 March 2013) 2013)1 2012)2 America5 2012)4 2012)3 * The dates on which the Senior Executives who were promoted or appointed during the year ended 30 June 2013 are the dates that those Senior Executives commenced being members of KMP. Their remuneration for the period during which they were members of KMP is disclosed in this report only. 1 Formerly Vice President, Public Affairs. 2 Formerly General Manager, Investor Relations, Media and Government. 3 Formerly General Manager, Human Resources. 4 Formerly Vice President, Major Projects. 5 Michael Kulper will depart the Group on 3 September 2013. Refer to section 1B for further details. CONTENTS Content 1 2 3 4 5 6 Remuneration snapshot Remuneration governance Remuneration in context CEO and Senior Executive remuneration for the year ended 30 June 2013 Link between Group performance, security holder wealth and remuneration Non-executive Director remuneration Page 31 34 35 36 52 54 All values in this report are in Australian dollars, unless otherwise stated. 30 TRANSURBANTransurban Holdings Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) 1 REMUNERATION SNAPSHOT Transurban’s remuneration framework, as reflected in the 2012 report, received strong support from security holders at the 2012 AGM. The framework was the culmination of a careful and comprehensive review of the Group’s remuneration arrangements. This review took into account feedback sought and received from security holders and other stakeholders, market expectations, and regulatory developments. The remuneration framework was largely unchanged during the year ended 30 June 2013. Certain refinements were made to further align reward with the creation of security holder value and the achievement of corporate objectives. The quantum and structure of the remuneration arrangements for new Senior Executives were also benchmarked using market data provided by Ernst & Young. The outcome of this process was a reduction in the CEO's total remuneration package of 28 per cent (assuming 100 per cent vesting of short and long term incentives) and a reduction in the average total remuneration package for current Senior Executives (excluding the CEO) of 27 per cent (again assuming 100 per cent vesting). THE REMUNERATION FRAMEWORK The key elements of the remuneration framework for the CEO and other Senior Executives for the year ended 30 June 2013 were as follows: Remuneration mix The remuneration of the CEO and other Senior Executives was structured as a mix of fixed remuneration and variable ('or at risk') remuneration through short term and long term incentive components. The relative weightings of the three components were as follows: CEO Other Senior Executives Total remuneration % (annualised at target)* Fixed TEC Variable (performance based) 40 45 STI 30 (50% deferred) 30 (30 or 50% deferred) LTI 30 25 * Transition to the remuneration mix for Michael Kulper was due to occur in FY2014. As a result of his departure from the Group on 3 September 2013, this will no longer occur. Refer to section 1B for further details. Fixed total employment cost (TEC) Fixed TEC was set with reference to the market median, using the ASX 20-50 as the primary reference, with consideration also given to the ASX 100. Remuneration packages (including TEC levels) are reviewed annually by the Remuneration and Human Resources Committee with reference to an individual's role, experience and performance, as well as relevant comparative market data provided by an independent remuneration consultant. TEC levels are also reviewed on a change in role. Short term incentive (STI) STI performance measures were again linked to growth in proportional EBITDA, cost management based on proportional net costs, safety, and performance against individual key performance indicators (KPIs). In the year ended 30 June 2012, mandatory deferral of 30 per cent of the STI award was introduced for the CEO and other Senior Executives. The deferred component was increased in the year ended 30 June 2013 to 50 per cent for the new CEO and other Senior Executives appointed during the year. The deferral period is two years. For Australian Senior Executives, deferral is into securities. Due to legal restrictions on the issue of securities to USA residents, the USA Senior Executives receive deferred cash awards. The deferred component of remuneration may, at the discretion of the Board, be subject to forfeiture or clawback (e.g. in the event of misconduct or material misstatement of financial results). Long term incentive (LTI) LTI performance measures were as follows: • 50 per cent relative Total Shareholder Return (TSR) measured against a bespoke comparator group comprising companies in the transport, utilities, real estate, construction and infrastructure Global Industry Classification Standards (GICS) sectors of the ASX 150; and • 50 per cent Free Cash Flow (FCF) per security, reflecting the Group's focus on the maximisation of free cash flow to drive security holder return. The definition of FCF per security is set out on page 42. The FCF calculation is included in note 21 of the audited financial statements. A x' x x x 31 ANNUAL REPORT 2013Remuneration report (continued) Transurban Holdings Limited Directors' report 30 June 2013 (continued) OTHER EVENTS / ACTIONS IMPACTING REMUNERATION IN THE YEAR ENDED 30 JUNE 2013 CEO transition Chris Lynch resigned as CEO, effective 16 July 2012, and departed Transurban on 30 July 2012. His contractual entitlements on resignation were finalised in the year ended 30 June 2012 and disclosed at the time of his departure and in the 2012 report. As these payments were actually made in the year ended 30 June 2013, they are disclosed again in this report. Chris Lynch only received these payments once, even though they have been disclosed in two reports. Chris Lynch received the following during the year ended 30 June 2013 in satisfaction of his contractual entitlements: • an STI for the year ended 30 June 2012 (awarded at 116 per cent of his TEC based on performance against applicable performance targets). The cash component of the award (70 per cent or $1,764,963) was paid in August 2012. The deferred (into securities) component (30 per cent or $756,413) will vest, subject to clawback provisions, on 1 July 2014; • a pro-rated 'target' level STI award for the 30 days worked during the year ended 30 June 2013 ($178,652) after satisfying performance targets for that period relating to his role in a successful CEO transition process. The award was paid in cash in August 2012; and • an amount in lieu of an LTI earned but not received for a six month period during his tenure ($1,060,000) in line with his contractual entitlement to receive an LTI award for every day employed by the Group. The payment was made in cash in August 2012. Equity instruments previously granted to Chris Lynch under the Group's LTI plans will continue on foot in accordance with their original terms, with the applicable performance measures for each grant to be tested at the end of the applicable original performance period. Chris Lynch did not receive any ex gratia payments on separation. Scott Charlton commenced as CEO on 16 July 2012. The remuneration arrangements applying to Scott Charlton under his service agreement were disclosed at the time of his appointment and in the 2012 report. The arrangements were designed in accordance with the Group’s remuneration strategy and were developed with the benefit of input from independent remuneration consultants and Australian peer company benchmark data. The total remuneration package for the CEO has been reduced by 28 per cent (assuming 100 per cent vesting of STIs and LTIs) on the prior year. Further details of Scott Charlton’s remuneration during his first year as CEO are set out in section 4. As previously disclosed, in the year ended 30 June 2013, Scott Charlton received a one-off grant of equity as a sign-on award in recognition of the incentives he forfeited with his former employer by joining the Group. A total of 236,256 awards were granted to Scott Charlton on 14 September 2012 to vest, subject to his continued employment, in three equal tranches (of 78,752 each) on the first, second and third anniversaries of his commencement with the Group. Each award is an entitlement to receive a fully paid security on vesting. The value of the awards at grant date was $1,349,022. The first tranche (78,752 awards) vested on 16 July 2013. The maximum total value of the grant yet to vest is $899,348 (based on the fair value per award at grant date). x B x 32 TRANSURBANTransurban Holdings Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) Senior Executive restructure and KMP departures In December 2012, a restructured Executive Committee (the Senior Executive group) was announced. The new Executive Committee reflects a focus on delivering and enhancing the Group's core competencies and is structured to balance the diverse range of skills and experience required to deliver the Group's strategy. Key portfolios have been elevated to report to the CEO. The new Executive Committee includes three new positions for existing General Managers (Wesley Ballantine, Sue Johnson and Tim Steinhilber) and an external appointment (Lisa Tobin). Two Senior Executives (Ken Daley and Elizabeth Mildwater) also resigned and departed the Group during the year, and Ms Mildwater's role was filled by an external candidate (Vin Vassallo). Benchmark data from Ernst & Young was used by the Remuneration and Human Resources Committee to determine the quantum and structure of the remuneration arrangements for the new positions and the new Senior Executives. The remuneration arrangements were subsequently approved by the Board. The process resulted in a reduction in the average total remuneration package for current Senior Executives (excluding the CEO) of 27 per cent (assuming 100% vesting of STIs and LTIs). The five new Executive Committee members will be eligible for LTIs from 1 July 2013 onwards. No pro rata LTI grants were made during the year ended 30 June 2013 to these Senior Executives. Along with the CEO, they will have 50 per cent of their STI award deferred (for two years) for the year ended 30 June 2013 onwards. Ken Daley resigned as President, International Development, and departed the Group on 2 February 2013. Elizabeth Mildwater resigned as Group General Manager, Victoria, and departed the Group on 31 March 2013. On departure, Ken Daley and Elizabeth Mildwater forfeited their unvested equity awards (deferred STI and LTIs) in full. Neither received an STI award for the year ended 30 June 2013 nor any ex gratia payments on separation. USA restructure In the near term the primary focus for the Group's USA business is on the existing asset base in Virginia. In June 2013, the Board resolved to close the Group's New York office. As a consequence, it was determined that the position of President, North America would no longer be required. As no suitable positions are available for Michael Kulper (the incumbent), his employment with the Group will cease on 3 September 2013. The remuneration arrangements to apply to Michael Kulper on his departure from the Group will be disclosed in the 2014 report. In June 2013, Jennifer Aument (formerly Vice President, Public Affairs) was appointed Group General Manager, North America and became a member of the Executive Committee. She will be eligible for LTIs from 1 July 2013 onwards. Ms Aument will also have 50 per cent of her STI award deferred (for two years) for the year ended 30 June 2013 onwards. 33 ANNUAL REPORT 2013Transurban Holdings Limited Directors' report 30 June 2013 (continued) (continued) REMUNERATION GOVERNANCE Remuneration report x 2 x A x BOARD AND REMUNERATION AND HUMAN RESOURCES COMMITTEE RESPONSIBILITY The Remuneration and Human Resources Committee assists the Board in fulfilling its responsibilities relating to the remuneration of Directors, the CEO and other Senior Executives, and remuneration practices, strategies and disclosures generally. The Committee also reviews gender pay equity. the remuneration of, and incentives for, It is critical that the Remuneration and Human Resources Committee is independent of management when making decisions affecting employee remuneration. Accordingly, the Committee comprises Non-executive Directors, all of whom are independent. Where appropriate, the CEO and the Group General Manager, Human Resources attend Committee meetings, however they do not participate in formal decision making. The membership of the Remuneration and Human Resources Committee was unchanged in the year ended 30 June 2013. The members of the Committee continued to be Robert Edgar (Chair), Samantha Mostyn and Neil Chatfield. Further details regarding the Committee are set out in the Directors’ report. ENGAGEMENT OF REMUNERATION CONSULTANTS To ensure that the Remuneration and Human Resources Committee has all relevant information at its it may seek and consider advice from independent disposal when making remuneration decisions, remuneration consultants where appropriate. Any advice from consultants is used to guide the Committee and the Board, but does not serve as a substitute for thorough consideration of the issues by Directors. During the year ended 30 June 2013, no consultants provided the Remuneration and Human Resources Committee with a remuneration recommendation relating to KMP. Ernst & Young provided the Committee with benchmark data only. The Group has a protocol in place governing the appointment of remuneration consultants and the manner in which any recommendations made by those consultants concerning the remuneration of KMP are to be provided to the Group, and in particular the circumstances in which management may be given access to those recommendations. The purpose of the protocol is to ensure that any remuneration recommendations provided by consultants are provided without undue influence by KMP. In accordance with the protocol, all remuneration recommendations and advice must be sent directly to the Remuneration and Human Resources Committee through the Chair of that Committee. The provision of such material or other information directly to management is prohibited. The protocol also requires a consultant to provide, with their recommendations, both a declaration of their independence from the KMP to whom their recommendations relate, and also confirmation that the Committee’s conditions for contact and dialogue with management had been observed. x B x 34 TRANSURBANTransurban Holdings Limited Directors' report 30 June 2013 (continued) (continued) Remuneration report x 3 REMUNERATION IN CONTEXT Transurban is focused on providing effective and innovative urban transport solutions in road infrastructure, toll road concessions. The effective through the management and development of urban networks of management of toll road concessions involves leveraging a network footprint in our markets, taking a leading role in shaping policy, and utilising our core capabilities in the following areas: • Network planning and forecasting; • Operations and customer management; • Project development and delivery; • Application of technology; and • Community engagement. The investment proposition for high quality toll road assets lies in providing investors with access to long dated, predictable, growing cash flows generated over the life of the concessions through effective management and development of the road corridors they govern. The Group is focused on the long term management of toll road assets at various stages of maturity to achieve the best outcomes for investors, Government partners and the community. In Australia, the Group’s interests include 100 per cent ownership of CityLink in Melbourne, and the Hills M2 and Lane Cove Tunnel in Sydney. The Group has partial interests in a further three roads on the Sydney orbital network, being the M1 Eastern Distributor (75.1 per cent), the M5 (50 per cent), and the Westlink M7 (50 per cent). In North America, the Group currently has interests in three assets, Pocahontas 895 (75 per cent), the 495 Express Lanes (67.5 per cent), and the 95 Express Lanes project (67.5 per cent), which is currently under construction and remains on schedule for completion in late 2014. The Board and management are focused on ensuring security holder value is enhanced through the strong performance of the Group’s asset portfolio. Development activities also provide opportunities to further expand the portfolio and unlock further value in the concessions. 35 ANNUAL REPORT 2013Transurban Holdings Limited Directors' report 30 June 2013 (continued) (continued) CEO / SENIOR EXECUTIVE REMUNERATION FOR THE YEAR ENDED 30 JUNE 2013 Remuneration report x 4 x A x REMUNERATION STRATEGY AND POLICY The Group's executive remuneration strategy is designed to attract, retain and motivate a highly qualified and experienced management team with the necessary skills and attributes to lead the Group in achieving its business objectives. The strategy also aims to encourage management to strive for superior performance by rewarding the achievement of targets that are challenging, clearly understood, and within the control of individuals to achieve through their own actions. The Group's remuneration strategy and policy as set by the Board is summarised below: Creating Security Holder Value Remuneration Strategy Attract, retain, motivate and reward executives critical to the Group's growth and success by: • Offering competitive remuneration that is benchmarked against the external market. • Providing a balance of fixed and variable (or 'at risk') remuneration. Align executive reward with individual and Group performance by: • Making short and long term components of remuneration 'at risk' based on performance. • Assessing rewards against appropriate financial and non-financial performance measures. • Encouraging executive security holdings. Remuneration Structure Fixed remuneration Total Employment Cost (TEC): • Comprises cash salary, superannuation and other prescribed benefits. • Provides a base level of reward for effective completion of Group and specific accountabilities. • Appropriately benchmarked and set with reference to role, responsibilities, skills and experience. Variable (or 'at risk') remuneration Short term incentive (STI): Annual rewards tied to pre-determined individual and Group performance measures, and includes a deferred element. Individual targets reflect individual specific accountabilities and key drivers for growth and success. • • • Group performance targets linked to earnings, cost management and safety. Long term incentive (LTI): • Equity rewards to align executive and security holder interests. • Vest after three years, subject to achievement of pre-determined internal and external performance measures. • Encourages sustainable performance in the medium to longer term, and provides a retention element. 36 TRANSURBANTransurban Holdings Limited Directors' report 30 June 2013 (continued) (continued) Remuneration report x B x REMUNERATION MIX For the year ended 30 June 2013, the remuneration of the CEO and other Senior Executives was structured as a mix of fixed remuneration and variable (or 'at risk') remuneration through short term and long term incentive components. The relative weightings of the three components were determined by the Board (on the recommendation of the Remuneration and Human Resources Committee) and are set out in the table below: x C x x D x CEO Senior Executives commencing in FY2013 Senior Executives commencing prior to FY2013** Total remuneration % (annualised at target)* Fixed TEC Variable (performance based) 40 45 45 STI 30 (50% deferred) 30 (50% deferred) 30 (30% deferred) LTI 30 25 25 * These figures do not necessarily reflect the relative value derived from each of the components, which depends on actual performance against targets for the variable components. The STI percentages are based on achieving the relevant performance targets. The LTI percentages are based on the maximum LTI available at the time of grant to each Senior Executive if the awards granted vest at the end of the performance period. ** Transition to the remuneration mix for Michael Kulper was due to occur in FY2014. As a result of his departure from the Group on 3 September 2013, this will no longer occur. FIXED REMUNERATION - TOTAL EMPLOYMENT COST (TEC) What is TEC? Fixed remuneration is represented by total employment cost comprising base salary and superannuation contributions (or pension plans in the case of USA based employees). Fixed remuneration is not 'at risk' but is set by reference to appropriate benchmark information for an individual’s responsibilities, performance, qualifications and experience. There are no guaranteed TEC increases in the service agreement of the CEO or any Senior Executive. How is TEC determined? Remuneration packages (including TEC levels) are reviewed annually by the Remuneration and Human Resources Committee with reference to an individual’s role, experience and performance, as well as relevant comparative market data. Independent remuneration consultants and surveys, internal relativities and market conditions also provide guidance. TEC levels are also reviewed on a change in role. Any changes to TEC levels recommended by the Committee are approved by the Board. The CEO's and other Senior Executives' TEC is determined with reference to the market median. The primary reference for determining the market median is the ASX 20-50, with consideration also given to the ASX 100. Consideration is given to sizing factors including market capitalisation and revenue. A range around the median provides flexibility to recognise individual experience and capabilities. SHORT TERM INCENTIVE (STI) How does the STI plan operate? Eligible permanent Group employees, including the CEO and other Senior Executives, participate in the annual STI plan. The STI plan puts a significant proportion of remuneration 'at risk' subject to meeting specific pre-determined Group, team and individual performance measures linked to corporate objectives. This aligns employee interests with the Group's financial performance, as well as management principles and the Group’s cultural values. For the year ended 30 June 2013, the CEO and other Senior Executives had a target STI opportunity of 30 per cent of their total remuneration package. Mandatory STI deferral of 30 per cent of the overall STI award was introduced for the CEO and other Senior Executives in the year ended 30 June 2012. The deferred component was then increased to 50 per cent during the year ended 30 June 2013 for the CEO and all other newly appointed Senior Executives. 37 ANNUAL REPORT 2013Transurban Holdings Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) The deferral period is two years. For Australian Senior Executives, deferral is into securities. Due to legal restrictions on the issue of securities to USA residents, the USA Senior Executives receive deferred cash awards. The deferred component of remuneration may, at the discretion of the Board, be subject to forfeiture or clawback (e.g. in the event of misconduct or the material misstatement of financial results). What were the STI performance measures for the year ended 30 June 2013? The STI performance measures for the CEO and other Senior Executives for the year ended 30 June 2013 were chosen to provide a balance between corporate, financial and non-financial aspects of performance and are described below: individual, operational, strategic, Measure Description of targets/indicators for FY2013 Group performance targets (1) Growth in proportional EBITDA (20% weighting) The proportional EBITDA targets were set against the previous year's results and the Group's FY2013 budget: Proportional EBITDA result Less than 6.7% above underlying result for FY2012 6.7% above underlying result for FY2012 Budget EBITDA for FY2013 (9% increase on result for FY2012) 17% above underlying result for FY2012 ^ Straight line vesting applies between 50-100% and 100-150%. % STI that vests^ zero 50 100 150 (2) Cost management based on proportional net costs (20% weighting) The proportional net costs targets were set against the previous year's results and the Group's FY2013 budget. The proportional net costs target excluded Capital Beltway for FY2013: Proportional net costs result Over FY2013 budget FY2012 result normalised + CPI FY2012 result normalised $10 million saving on FY2012 normalised result ^ Straight line vesting applies between 50-100% and 100-150%. % STI that vests^ zero 50 100 150 (3) Safety targets (10% weighting), including multiple indicators that focused on improving the Group's safety culture and reducing workplace injuries for employees and contractors. The safety targets for Australia and the USA comprised a lead and a lag indicator. The Australian lead indicator required the completion of safety development action plans and the lag indicator required a reduction in the Recordable Injury Frequency Rate. The USA lead indicator required the completion of all items outlined in the safety management system and the lag indicator related to the Recordable Incidence Rate for employees and construction contractors. Individual key performance indicators (KPIs) Individual KPIs (50% weighting), were unique to the individual's area of accountability, and in FY2013 related to critical business sustainability measures, including: operational performance; cost reduction; customer satisfaction; project outcomes; succession planning; risk management; people management; strategy development; and business plan implementation. Individual KPIs reflect the behaviours valued by the Group and are capable of measurement. Individuals have a clear line of sight to KPIs and are able to directly affect outcomes through their own actions. 38 TRANSURBANTransurban Holdings Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) Who sets the STI performance measures? STI performance measures are set at the beginning of the financial year. The CEO's individual KPIs are set by the Board. All other Senior Executives’ individual KPIs are set by the CEO and approved by the Board. The Board sets the Group performance targets. What is proportional EBITDA and why is it used as an STI performance measure? EBITDA (earnings before interest, performance measure used by many companies. taxes, depreciation and amortisation) is a common operational the primary measures that Proportional EBITDA is one of the Board uses to assess the operating performance of the Group, with an aim to maintain a focus on the Group’s operating results and associated cash generation. It reflects the contribution from individual assets to the Group's operating performance and focuses on elements of the result that management can influence to drive improvements in short term earnings. Proportional EBITDA is the aggregation of EBITDA from each asset multiplied by the Group's percentage ownership, as well as any contribution from Group functions. The Board believes proportional EBITDA provides a better reflection of the underlying performance of the Group’s assets than statutory EBITDA. The EBITDA calculation from the statutory accounts would not include the EBITDA contribution of the M5, M7 or DRIVe (equity accounted in the statutory results), which are meaningful contributors to the Group’s performance. Proportional EBITDA figures used to assess performance are included in note 2 of the audited financial statements. The Board can decide to exclude specific items from proportional EBITDA to provide an underlying result when determining performance incentives. For the year ended 30 June 2013, the Board resolved to exclude costs associated with the CEO transition. The Board also determined that the contribution by Capital Beltway Express (the 495 Express Lanes) be excluded when determining performance incentives during the period of ramp up for this asset. Proportional EBITDA has been used by the Group as an STI performance measure since 2009. What are proportional net costs and why is it used as a performance measure? Proportional net costs is calculated as fee and other revenue less total costs of the Group. Costs after fee and other revenues encourages and allows management to incur additional costs where these are justified by increased revenue results. The use of a cost related STI performance measure reflects the fact that management has the ability to influence the expenditure of the business. Strong cost management throughout the business drives an increase in proportional EBITDA and free cash flow and ultimately security holder value. Proportional net costs has been used by the Group as an STI performance measure since 2010. How are the varying levels of performance achievement rewarded? STI targets are designed to differentiate and reward high performance. 50 per cent of the available STI vests for on-target performance, 100 per cent vests for high performance and up to an additional 50 per cent can the Group’s eligible be earned for exceptional performance. These targets are consistent employees. Given that STI awards are contingent on performance across a range of measures, maximum STI awards can only be achieved for performance that is exceptional on all measures. for all of How is performance assessed? Performance against the Group performance targets is assessed by the Board. The results are independently reviewed. The CEO's performance against his individual KPIs is assessed by the Remuneration and Human Resources Committee, which then makes recommendations to the Board. The performance of other Senior Executives against their individual KPIs is assessed by the CEO, who confers with the Committee and then the Board regarding his assessment. 39 ANNUAL REPORT 2013Transurban Holdings Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) Once KPIs have been assessed, the Board approves STI awards. STI cash awards for the year ended 30 June 2013 will be paid in August 2013. The STI deferred component for the year ended 30 June 2013 will be awarded in August 2013 and will vest, subject to continuity of employment (unless otherwise determined by the Board) and clawback provisions, on 1 July 2015. The Board believes the method of assessment is rigorous and provides a balanced evaluation of the performance of the CEO and each other Senior Executive. What if a Senior Executive ceases employment? Under the service agreements for the CEO and other Senior Executives, the CEO or other Senior Executive ceases employment with the Group before performance against STI targets is assessed, they would generally not be entitled to receive any STI award, unless otherwise determined by the Board. if What were the STI performance outcomes for the year ended 30 June 2013? Group performance in respect of the proportional EBITDA, proportional net costs and safety STI performance measures for the year ended 30 June 2013 was assessed by the Board as 100 per cent in Australia and 100 per cent in the USA. STI awards for the CEO and other Senior Executives for the year ended 30 June 2013 are set out below: STI outcome (%) Actual STI 1 ($) awarded STI forfeited (%) Group performance Individual KPIs Total Cash 2 Deferred into 2 securities Current Senior Executives S Charlton J Aument W Ballantine A Head S Hogg S Johnson T Steinhilber Tobin4 Vassallo4 V L Transitioning Senior Executive M Kulper5 Former Senior Executives C Lynch6 K Daley E Mildwater 100 100 100 100 100 100 100 - - - 100 - - 110 130 100 70 80 130 110 - - - 105 115 100 85 90 115 105 - - 738,300 10,7753 81,1503 241,395 284,935 112,3253 97,8253 - - 738,300 10,7753 81,1503 103,455 122,115 112,3253 97,8253 45,000 45,000 75 362,264 155,256 100 100 178,652 - - - - - - - - - - - - 15 10 - - - - 25 - 100 100 1 On-target performance must be achieved before any STI is awarded. Therefore, the minimum potential value of the STI in respect of FY2013 was nil. The maximum potential value of the STI was the “Actual STI awarded”. 2 The cash STI payments will be paid in August 2013. The STI deferred component (30/50 per cent of the STI awarded) will vest, subject to continuity of employment (unless otherwise determined by the Board) and clawback provisions, on 1 July 2015. 3 The Senior Executive was not a member of KMP for the entirety of FY2013. Accordingly only the STI earned whilst a member of KMP is included in the table. 4 Lisa Tobin and Vin Vassallo were granted STI deferred awards in recognition of their contribution and performance since joining the Group in February 2013. 5 An overall outcome of 75 per cent of his available STI was awarded to Michael Kulper for FY2013. A holistic approach, which took into account the performance of the 495 Express Lanes, was considered appropriate in determining his STI. As noted in section 1B, Michael Kulper will depart the Group in September 2013. 6 Chris Lynch received a pro-rated STI in August 2012 based on performance and targets for his time served during FY2013. 40 TRANSURBANTransurban Holdings Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) What was the grant and movement in the number of STI deferred awards? Mandatory STI deferral was introduced in the year ended 30 June 2012, with the first grant of awards made in August 2012. Balance at start of year Granted during year as remuneration Matured and paid during year Forfeited during the year Balance at the end of year Current Senior Executives* J Aument W Ballantine A Head S Hogg S Johnson T Steinhilber Transitioning Senior Executive M Kulper Former Senior Executives C Lynch2 K Daley E Mildwater - - - - - - - - - - 14,7891 15,2121 22,449 18,973 16,5401 19,3561 36,464 133,099 26,742 19,863 - - - - - - - - - - - - - - - - - - (26,742) (19,863) 14,789 15,212 22,449 18,973 16,540 19,356 36,464 133,099 - - * Scott Charlton, Lisa Tobin and Vin Vassallo joined the Group after the FY2012 STI performance period and therefore were not entitled to receive an STI deferred award in respect of that period. 1 STI deferred awards granted during the year as remuneration occurred prior to the Senior Executive becoming a member of KMP. 2 Refer to section 1B for further details of Chris Lynch's contractual entitlements on resignation. x E x LONG TERM INCENTIVE (LTI) How does the LTI plan operate? The LTI plan aligns reward with security holder value by tying this component of executive remuneration to the achievement of performance measures that underpin sustainable long term growth. Participation in the LTI plan is offered to the CEO and other Senior Executives, and certain other employees nominated by the CEO and approved by the Board. For the year ended 30 June 2013, the CEO was offered an LTI grant equivalent to 30 per cent of his total remuneration package. Other eligible Senior Executives were offered grants equivalent to 25 per cent of their total remuneration package. LTI grants are made in the form of performance awards under the Group’s Performance Awards Plan (PAP) at no cost to the recipient. Each performance award is an entitlement to receive a fully paid security, or an equivalent cash payment, on terms and conditions determined by the Board, subject to the achievement of certain vesting conditions linked to performance over a three year period. Subject to the achievement of the performance measures, upon vesting, the Board will determine in its absolute discretion whether the performance awards will be settled in securities or a cash payment of equivalent value. Due to legal restrictions on the issue of securities to USA residents, the USA Senior Executives receive a cash payment upon vesting. Performance awards that do not vest after testing of the performance measures lapse, without retesting. Performance awards are not transferable and do not carry voting or distribution rights. However securities allocated upon vesting of performance awards carry the same rights as other Transurban securities. What were the LTI performance measures for the year ended 30 June 2013? Performance awards granted during the year ended 30 June 2013 are subject to a three year performance period and the following dual performance measures over that period: 41 ANNUAL REPORT 2013Transurban Holdings Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) Measure % weighting Description of measure Relative TSR 50% Relative TSR is measured against a bespoke comparator group comprising companies construction and infrastructure Global Industry Classification Standards (GICS) sectors of the ASX150. The 37 companies in this group are: in the transport, utilities, real estate, Telstra Corporation Ltd, Westfield Group, QR National Ltd, Westfield Retail Trust, Stockland, Leighton Holdings Ltd, AGL Energy Ltd, BWP Trust, GPT Group, Goodman Group, CFS Retail Property Trust, Lend Lease Group, Asciano Ltd, Qantas Airways Ltd, Dexus Property Group, Mirvac Group, Telecom Corporation of New Zealand Ltd, Toll Holdings Ltd, SP Ausnet, APA Group, Commonwealth Property Office Fund, UGL Ltd, Cardno Limited, Auckland International Airport Ltd, Centro Retail Australia, Investa Office Fund, Spark Infrastructure Group, Charter Hall Retail Reit, Australand Property Group, Monadelphous Group Ltd, Duet Group, TPG Telecom Ltd, Australian Infrastructure Fund, Envestra Limited, Hastings Diversified Utilities Fund, QUBE Logistics Holdings Limited and Sydney Airport. TSR measures total return on investment of a security, taking into account both capital appreciation and distributed income which was reinvested on a pre-tax basis. For performance awards granted during the year ended 30 June 2013, the relative TSR component will vest on a straight line basis if the Group’s relative TSR performance is above the median of the bespoke comparator group at the end of the performance period, in accordance with the following table: TSR vesting schedule: The Groupʼs relative TSR ranking in the comparator group At or below the 50% percentile Above the 50th percentile but below the 75th percentile At or above the 75th percentile % of performance awards that vest Nil Straight line vesting between 50% and 100% 100% x Measure % weighting Description of measure Growth in FCF per security 50% Within Transurban, Free Cash Flow (FCF) per security is defined as: • the Group's cash flow from operating activities; • less: cash flows from operating activities of non 100% owned assets; • add back: maintenance capital expenditure for 100% owned assets; • less: accounting charge for maintenance provision for the year; • less: actual tag expenditure in 100% owned assets; • add: dividends received from non 100% owned assets; • divided by: weighted average number of securities issued. The FCF calculation is included in note 21 of the audited financial statements. For performance awards granted during the year ended 30 June 2013, the FCF per security component will vest based on the Group's compound annual growth in FCF per security over the three year performance period, as set out below: Growth in FCF per security vesting schedule: % compound annual growth in FCF per security 6% Between 6% and 9% 9% or more % of performance awards that vest 50% Straight line vesting between 50% and 100% 100% For performance awards granted during the year ending 30 June 2014, the performance target range for compound growth in FCF per security is between 12 per cent and 15 per cent. 42 TRANSURBANTransurban Holdings Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) Why were these LTI performance measures selected? The TSR target is a relative, external, market-based performance measure against those companies with which the Group competes for capital. It provides a direct link between executive reward and security holder return. Growth in FCF per security reflects the Group’s continuing focus on the maximisation of free cash, and has been used as an LTI performance measure since the year ended 30 June 2012. How will the LTI performance targets be measured? Relative TSR The Group will receive an independent report that sets out the Group's TSR growth and that of each company in the bespoke comparator group. A volume weighted average price of securities for the 20 trading days up to and including the testing date is used in the calculation of TSR. The level of TSR growth achieved by the Group will be given a percentile ranking having regard to the Group’s performance compared to the performance of other companies in the comparator group (the highest ranking company being ranked at the 100th percentile). This ranking will determine the extent to which performance awards subject to this target will vest. FCF per security The Group's FCF per security percentage growth rate will be calculated based on the FCF per security over the three year performance period. The Board considers these methods of measurement to be rigorous and transparent. What if a Senior Executive ceases employment? Under the terms of the service agreements for the CEO and other Senior Executives, if the CEO or other Senior Executive ceases employment with the Group before the performance measures are tested, their unvested performance awards would generally lapse, unless otherwise determined by the Board. What will happen in the event of a change in control? In the event of a takeover or change of control of the Group, the treatment of any unvested performance awards granted in the year ended 30 June 2013 will be subject to the incumbent Board's discretion. 43 ANNUAL REPORT 2013Transurban Holdings Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) What was the grant, and movement in the number and value, of performance awards during the year ended 30 June 2013? Eligible Senior Executives (excluding the CEO) received performance awards with a grant date of 15 August 2012. Following the receipt of security holder approval at the 2012 Annual General Meeting, the CEO received performance awards with a grant date of 19 October 2012. All performance awards granted in the year ended 30 June 2013 vest subject to a performance period from 1 July 2012 through to 30 June 2015. The relevant values of the grants are as follows: Recipient Grant date Fair value of awards at grant 1 date ($) Closing security price at grant date Eligible Senior Executives 15 August 2012 CEO 19 October 2012 $2.72 $2.95 $4.99 $5.43 $5.75 $6.16 1 An explanation of the pricing model used to calculate these values is set out in note 34 to the audited financial statements. Relative TSR FCF per security Performance awards granted in FY2013 Name Number of performance awards granted 3 Value at grant date ($) Maximum total value of grant yet to 4 vest ($) Current Senior Executives* S Charlton1, 2 A Head S Hogg Transitioning Senior Executive M Kulper Former Senior Executives K Daley5 Mildwater5 E 448,400 112,754 125,696 1,848,114 427,605 476,684 1,848,114 427,605 476,684 178,830 678,189 678,189 137,167 112,754 520,188 427,605 - - * Jennifer Aument, Wesley Ballantine, Sue Johnson, Tim Steinhilber, Lisa Tobin and Vin Vassallo were not eligible for an LTI grant (including any pro rata grant) in respect of FY2013. 1 The grant made to the CEO constituted his LTI entitlement for FY2013 and was made following security holder approval at the 2012 AGM on the terms summarised above. Performance awards vest subject to performance over the period from 1 July 2012 through to 30 June 2015. 2 In September 2012, Scott Charlton received a one-off sign-on grant of 236,256 performance awards to vest, subject to his continued employment, in three equal tranches (of 78,752 each) on the first, second and third anniversaries of his commencement with the Group. The first tranche (78,752 awards) vested on 16 July 2013. The maximum total value of the grant yet to vest is $899,348 (based on the fair value per award at grant date). 3 The grants made to Senior Executives assume full vesting of their full LTI entitlement summarised above. Performance awards vest subject to performance testing over the period from 1 July 2012 through to 30 June 2015. 4 The maximum value of the grant has been estimated based on the fair value per award at date of grant. The minimum total value of the grant, if the applicable performance measures are not met, is nil. 5 Performance awards lapse where the performance and service measures are not satisfied on testing. On departure from the Group, Ken Daley and Elizabeth Mildwater forfeited their awards. The value of the forfeited awards was $520,188 for Ken Daley and $427,605 for Elizabeth Mildwater. No other Senior Executives forfeited performance awards during the year. for FY2013 and were made on the terms 44 TRANSURBANTransurban Holdings Limited Directors' report 30 June 2013 (continued) (continued) Remuneration report x F x LEGACY LTI PLANS The Group has a number of LTI plans that were offered in previous years, as detailed below: Plan Grant date Performance period FY2012 PAP 26 Sep 2011 11 Nov 2011 (CEO only) 1 Jul 2011 - 30 Jun 2014 FY2011 PAP 1 Nov 2010 FY2010 PAP 11 Dec 2009 TSR : 1 Nov 2010 - 1 Nov 2013 EBITDA : 1 Jul 2010 - 30 Jun 2013 1 Jul 2009 - 30 Jun 2012 External performance measure (50% of grant) Comparator group Relative TSR Relative TSR Relative TSR 33 companies within a bespoke comparator group within the ASX150 The S&P/ASX 100 Vesting schedule Above 50th percentile to 75th percentile Straight line vesting between 50%-100% Relative TSR % of performance awards that vest At or above the 75th percentile 100% vests Internal performance measure (50% of grant) Growth in free cash flow (FCF) per security Group's annual growth in proportional EBITDA Group's annual growth in proportional EBITDA From 7% - 10% From 7% - 11% From 6% - 9% Compound growth % of performance awards that vest At target 50% vests Vesting schedule From target % to stretch % Straight line vesting between 50% - 100% At or above stretch % 100% vests Current status Awards on issue To be tested after 30 Jun 2014 To be tested after 1 Nov 2013 TESTED 100% vested on 11 Dec 2012 1,135,896 1,607,159 - 45 ANNUAL REPORT 2013Transurban Holdings Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) Value of performance awards vested and lapsed in the year ended 30 June 2013 The FY2010 PAP vested on 11 December 2012. 100 per cent of awards subject to the TSR performance measure vested based on the Group’s ranking against the constituents of the S&P/ASX 100. 100 per cent of awards subject to the proportional EBITDA measure vested based on performance against target. There were no awards that lapsed. Aument2 Ballantine2 Name Current Senior Executives J W A Head S Hogg S T Johnson2 Steinhilber2 Transitioning Senior Executive M Kulper Former Senior Executives C Lynch3 K Daley E Mildwater FY2010 PAP - Vested Number 17,768 20,030 59,347 47,478 23,145 25,022 161,956 617,211 111,276 66,766 Value ($)1 73,737 83,125 246,290 197,034 96,052 103,841 672,117 2,561,426 461,795 277,079 1 Based on the fair value at date of grant. 2 Awards granted prior to the Senior Executive becoming a member of KMP. Awards vested while the Senior Executive was a member of KMP except for Jennifer Aument who became a member of KMP after vesting. 3 Refer to section 1B for further details of Chris Lynch's contractual entitlements on resignation. 46 TRANSURBANTransurban Holdings Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) Number of performance awards on issue as at 30 June 2013 The number of performance awards held by members of KMP as at 30 June 2013 is provided below. Comparative data is shown for those Senior Executives who were members of KMP during both the years ended 30 June 2013 and 30 June 2012. Current Senior Executives* S Charlton 2013 J Aument 2013 W Ballantine 2013 A Head 2013 2012 S Hogg 2013 2012 S Johnson 2013 T Steinhilber 2013 Transitioning Senior Executive M Kulper 2013 2012 Former Senior Executives C Lynch4 2013 2012 K Daley 2013 2012 E Mildwater 2013 2012 Balance at start of year Granted during year as remuneration Matured and paid during year Lapsed or forfeited during year Balance at the end of year - 684,6561 - 39,3652 44,4712 257,636 196,382 214,633 136,569 52,7712 53,7772 - - (17,768)3 (20,030) 112,754 107,766 (59,347) (44,054) 125,696 101,320 (47,478) (22,027) - - (23,145) (25,022) 491,675 477,811 178,830 159,286 (161,956) (137,736) - - - - (2,458) - (1,229) - - - (7,686) 684,6561 21,597 24,441 311,043 257,636 292,851 214,633 29,626 28,755 508,549 491,675 2,016,918 1,785,615 - 715,024 (617,211) (458,156) - 1,399,707 (25,565) 2,016,918 284,440 223,297 265,055 186,359 137,167 128,294 112,754 107,766 (111,276) (310,331) - (63,602) (3,549) 284,440 (66,766) (27,534) (311,043) - (1,536) 265,055 * Lisa Tobin and Vin Vassallo joined the Group in February 2013 and did not receive a pro rata LTI grant in respect of FY2013. 1 This number includes the 236,256 performance awards granted to Scott Charlton in September 2012 as a sign-on award, to vest, subject to his continued employment, in three equal tranches on the first, second and third anniversaries of his commencement with the Group. The first tranche (78,752) awards vested on 16 July 2013. Therefore as at the date of this report, Scott Charlton has 605,904 performance awards yet to vest of which 157,504 awards relate to his sign-on award. 2 Opening balance held prior to the Senior Executive becoming a member of KMP. 3 Awards matured and paid during the year occurred prior to the Senior Executive becoming a member of KMP. 4 Refer to section 1B for further details of Chris Lynch's contractual entitlements on resignation. 47 ANNUAL REPORT 2013Transurban Holdings Limited Directors' report 30 June 2013 (continued) (continued) Remuneration report x G x REMUNERATION PAID TO THE CEO AND OTHER SENIOR EXECUTIVES Deferred STI 4 Post- employment benefits Termination benefits Short-term employee benefits Non- monetary 3 benefits Cash salary and fees Cash STI 2 1 1 1 - - 2012) 2012) 2012) 3,823 - 2,030 1,903 2,366 2,260 3,398 - 22,379 - 81,150 - 27,260 - 112,325 - 280,971 - 284,935 251,598 241,395 297,686 656,561 555,892 589,279 571,722 1 2013) 10,775 - Current CEO S Charlton (from 16 July 2012) 738,300 1,789,850 2013 2012 - - Current Other Senior Executives J Aument (from 10 June 2013 2012 W Ballantine (from 22 November 230,757 2013 2012 - A Head 2013 2012 S Hogg 2013 2012 S Johnson (from 8 October 2013 2012 T Steinhilber (from 10 December 269,441 259,550 2013 - 2012 - L Tobin (from 4 February 2013) - 2013 2012 - 1 V Vassallo (from 4 February 2013) - 2013 - 2012 Transitioning Senior Executive M Kulper 2013 2012 Former CEO C Lynch (resigned effective 16 July 2012) 2013 2012 Former Other Senior Executives K Daley (resigned effective 2 February 2013) 53,262 2013 2012 118,030 E Mildwater (resigned effective 31 March 2013) 2013 2012 T Honan (resigned effective 2 May 2012) 2013 2012 178,652 2,153,375 1,764,963 - 1,149,822 1,067,296 955,653 - 354,612 - 263,390 816,330 704,498 485,161 569,468 185,869 - 176,134 - - 475,000 362,264 492,765 52,658 - 555 46,299 15,482 - 1,525 2,028 - 3,951 144,951 710 - 710 - 1 Super -annuation 246,100 - 15,098 - 5,204 - 44,498 - 77,012 42,527 76,648 35,943 60,277 - 53,001 - 15,000 - 15,000 - 916 - 9,836 - 16,470 22,760 16,470 15,775 12,043 - 6,388 - 6,863 - 6,863 - 120,168 70,395 10,997 9,458 504,275 252,138 5,490 15,775 (50,659) 50,659 (37,627) 37,627 - - 13,725 45,813 13,725 15,775 - 26,775 Share based 5 benefits Total Long term benefits Long service leave - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 15,368 - 12,696 15,258 13,674 11,492 23,829 - - - - - - - 1,302,848 - 4,114,575 - 3,534 - 47,689 - 26,851 - 411,858 - 441,434 347,920 1,380,652 1,300,133 407,426 280,575 1,457,744 1,153,178 38,665 - 58,491 - - - - - 531,933 - 699,529 - 208,442 - 198,707 - 28,977 16,165 1,441,431 1,033,606 3,046,615 2,578,042 (62,121) 6,103,6656 3,086,801 40,812 6,875,467 7,360,163 8,346 21,983 (341,435) 594,613 499,569 1,890,208 (15,434) 10,015 (274,631) 350,916 172,719 1,249,219 - - - (824,365) - 831,183 1 The dates on which the Senior Executive who were promoted or appointed during FY2013 are that dates that those Senior Executives commenced being a KMP. Their remuneration for the period during which they were members of KMP is disclosed in the table only. 2 The amount represents the cash STI payment to the Senior Executive for FY2013, which will be paid in August 2013. Tim Steinhilber also received a payment of $161,725 in relation to the successful delivery of the 495 Express Lanes (paid in February 2013). 3 Non-monetary benefits include Group insurance and expatriate allowances (where relevant). 4 A component of STI award is deferred into securities. In accordance with Accounting Standards, the deferred component will be recognised over the three year service period. The amount recognised in this table is the FY2013 accounting charge for unvested grants. 5 In accordance with the requirements of the Accounting Standards, remuneration includes a proportion of the fair value of equity compensation granted or outstanding during the year (i.e. performance awards under the LTI plan). The fair value of equity instruments is determined as at the grant date and is progressively allocated over the vesting period. 48 TRANSURBANTransurban Holdings Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) 5 (continued) The amount included as remuneration may be different to the benefit (if any) that Senior Executives may ultimately realise should the equity instruments vest. The fair value of performance awards at the date of their grant has been independently determined in accordance with AASB 2. The fair value of the performance awards has been valued applying a Monte Carlo simulation to model Transurbanʼs security price and where applicable, the TSR performance against the comparator group performance. The assumptions underpinning these valuations are set out in note 34 to the audited financial statements. 6 The value for share based benefits for Chris Lynch includes all unvested LTI awards. In accordance with Accounting Standard AASB 2, these have been accounted as an acceleration of vesting. The amount that would have been recognised for services received from Chris Lynch as CEO of the Group over the remainder of the vesting period has been included in the table above. These awards will continue on foot in accordance with the original terms, with the applicable measures for each grant to be tested at the end of the applicable original performance period. These LTI awards may or may not vest. Also included is a cash payment of $1,060,000 which was made to Chris Lynch in lieu of an LTI earned but not received for a six month period during his tenure in line with his contractual entitlement to receive an LTI award for every day employed by the Group. This payment was made in cash in August 2012. SERVICE AGREEMENTS The remuneration and other terms of employment for the CEO and other Senior Executives are formalised in service agreements which have no specified term. Under these agreements, the CEO and other Senior Executives are eligible to participate in STI and LTI plans. Some other key aspects of the agreements in place for the year ended 30 June 2013 are outlined below: x H CEO Other Senior Executives Period of notice to terminate (Executive) 6 months 3 months Period of notice to terminate (the Group*) 12 months 6 months * Payment in lieu of the notice period may be provided (based on the executive's fixed remuneration). The Group may also terminate at any time without notice for serious misconduct. I ADDITIONAL REMUNERATION INFORMATION Employee Security Plans The Group has three broad employee based security plans. ShareLink Incentive Plan Under the ShareLink Incentive Plan, subject to Board approval, an allocation of Transurban securities or cash payments may be made to eligible employees (excluding the CEO and other Senior Executives) in recognition of the Group’s prior year performance. Eligible employees received a grant of 100 securities at no cost to them on 27 February 2013. Due to legal restrictions on the issue of securities to USA residents, eligible employees in the USA received a cash payment of equivalent value in lieu of securities. Given that the plan is designed to reward employees for the Group's prior year performance and is not intended to serve as a future incentive, there are no performance measures attached to grants of securities or cash payments under the plan. Securities granted under the plan carry a three year holding lock from the grant date and can only be traded once the holding lock expires or when employment with the Group ceases, which ever is earlier. ShareLink Investment Tax Exempt Plan and ShareLink Investment Tax Deferred Plan The ShareLink Investment Tax Exempt Plan provides eligible employees (excluding the CEO and other Senior Executives) the opportunity to invest up to $1,000 per year in Transurban securities on a tax exempt basis. Participants contribute up to $500 by way of salary sacrifice which is matched by the Group dollar for dollar. Security acquisitions are made quarterly in September, December, March and June each year. The ShareLink Investment Tax Deferred Plan provides eligible employees (excluding the CEO and other Senior Executives) with the opportunity to contribute up to $5,000 per year by way of salary sacrifice to be invested in Transurban securities. The Group matches participants’ contributions dollar for dollar up to $3,000. The plan has a disposal restriction period of three years from the date of acquisition, including a 12 month forfeiture period. Grants under both of these plans are designed to encourage employee security holdings and to align the interests of employees with those of the Group and are therefore not subject to performance measures. 49 ANNUAL REPORT 2013Transurban Holdings Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) Dealing in Securities In accordance with the Group’s Dealing in Securities Policy, employees who have awards under a Group equity plan may not hedge against those awards. In addition, KMP may not hedge against entitlements that have vested but remain subject to a holding lock. Employees and Directors are not permitted to obtain margin loans using Transurban securities (either solely or as part of a portfolio) as security for loans. Securities held by Senior Executives as at 30 June 2013 The number of securities held by members of KMP as at 30 June 2013 is provided below. Comparative data is shown for those Senior Executives who were members of KMP during both the years ended 30 June 2013 and 30 June 2012. Balance at start of year Changes during year Balance at end of year Current Senior Executives S Charlton 2013 J Aument 2013 W Ballantine 2013 A Head 2013 2012 S Hogg 2013 2012 S Johnson 2013 T Steinhilber 2013 L Tobin 2013 V Vassallo 2013 Transitioning Senior Executive M Kulper 2013 2012 Former Senior Executives C Lynch 2013 2012 K Daley 2013 2012 E Mildwater 2013 2012 - - 2,8891 3,041 21,112 1,553 15,616 19,1291 - - 10,0181 80,000 103,944 713,563 255,401 384,678 384,678 56,066 27,098 10,000 - 1,099 - (18,071) 10,000 (14,063) 10,467 - - 10,000 - 3,988 3,041 3,041 11,553 1,553 29,596 - - 520 10,538 - (23,944) (713,563)2 458,162 (384,678)2 - (56,066)2 28,968 80,000 80,000 - 713,563 - 384,678 - 56,066 1 Opening balance held prior to the Senior Executive becoming a member of KMP. 2 Balance removed on departure from the Group during FY2013. 50 TRANSURBANTransurban Holdings Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) Securities held by Non-executive Directors as at 30 June 2013 Current Non-executive Directors L Maxsted Balance at start of year Changes during year Balance at end of year 2013 2012 N Chatfield 2013 2012 R Edgar 2013 2012 S Mostyn 2013 2012 C O'Reilly 2013 2012 R Slater 2013 2012 I Smith 2013 2012 Former Non-executive Directors G Cosgriff 2013 2012 J Davis 2013 2012 R Officer 2013 2012 30,000 30,000 30,910 20,910 23,733 18,627 10,300 - - - - - 70,000 - - 152,236 - 384,678 20,115 19,089 - - - 10,000 857 5,106 3,700 10,300 4,363 - - - 1,772 70,000 - (152,236)1 - (384,678)1 (20,115)1 1,026 30,000 30,000 30,910 30,910 24,590 23,733 14,000 10,300 4,363 - - - 71,772 70,000 - - - - - 20,115 1 Balance removed on resignation as a Director during the relevant year. 51 ANNUAL REPORT 2013Transurban Holdings Limited Directors' report 30 June 2013 (continued) (continued) Remuneration report x 5 LINK BETWEEN GROUP PERFORMANCE, SECURITY HOLDER WEALTH AND REMUNERATION The variable (or 'at risk') remuneration of the CEO and other Senior Executives is linked to the Group’s performance through the use of measures based on the operating performance of the business. GROUP PERFORMANCE AND STI For the year ended 30 June 2013, 20 per cent of the STI award was determined with reference to proportional EBITDA, 20 per cent with reference to proportional net costs, and 10 per cent with reference to safety, as discussed on page 38. Proportional EBITDA The proportional EBITDA result for the year ended 30 June 2013 was $828.0 million. Excluding the effect of Capital Beltway Express and the CEO transition cost, this resulted in the payment of 50 per cent of STIs attributable to proportional EBITDA. The proportional EBITDA result was driven by the Group's continued focus on cost control and the performance of the asset portfolio. This result was delivered despite significant disruption caused by construction on Sydney’s Hills M2 Motorway. Proportional net costs The proportional net costs result for the year ended 30 June 2013 was $163.4 million, a 2.2 per cent increase from the prior year result. Excluding the effect of Capital Beltway Express, proportional net costs decreased by 4.3 per cent from the prior year which resulted in the payment of 150 per cent of STIs attributable to proportional net costs. Safety For the year ended 30 June 2013, the safety performance measure resulted in a 100 per cent STI outcome. The safety target included several components as outlined on page 38. In Australia the lead and lag safety targets were achieved and over 75 per cent of the action items listed in the safety development action plans were completed and there was a reduction in the Recordable Injury Frequency Rate. In the USA the lead and lag safety targets were also achieved. All items in their safety management system plan were completed and there were no Recordable Case Incidences for employees and construction contractors. These results reflected substantial work focused on safety in the year ended 30 June 2013. GROUP PERFORMANCE AND LTI For the year ended 30 June 2013, LTIs were linked to relative TSR and FCF per security. Relative TSR Relative TSR for the year ended 30 June 2013 is measured against a bespoke comparator group comprising companies in the transport, utilities, real estate, construction and infrastructure Global Industry Classification Standards (GICS) sectors of the ASX150. FCF per security The performance target for performance awards granted during the year ended 30 June 2013 was a range for compound growth in FCF per security of between 6 per cent and 9 per cent over three years. It was considered an appropriate target that reflects the Group’s focus on the maximisation of free cash to drive the security holder performance target range for compound growth in FCF per security is between 12 per cent and 15 per cent. return. For performance awards granted during the year ending 30 June 2014, The table below summarises the Group’s five year results for the relevant performance measures. These results show that since the year ended 30 June 2009, Transurban’s distribution policy has been to align distributions with FCF per security. Since that time, Transurban has delivered consistent growth on this measure based on consistent revenue and EBITDA growth. Based on investor feedback, this remains Transurban’s financial focus. A x B x 52 TRANSURBANTransurban Holdings Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) Group Performance 1 Measure Security price at year end 2013 $6.76 2012 $5.69 2011 $5.23 2010 $4.24 2009 $4.18 Distribution paid per security 31.0c 29.5c 27.0c 24.0c 22.0c Underlying proportional EBITDA - $m1 TSR performance2 828.0 25% 784.0 15% 718.7 635.4 583.3 32% 10% 2% FCF per security performance - weighted average 30.1c 29.8c 27.5c 27.4c 22.2c 1 In the current and prior year, LTIs were linked to relative TSR and FCF per security. In earlier years, LTIs were linked to relative TSR and proportional EBITDA. 2 The TSR performance is the total security holder return for that financial year. 53 ANNUAL REPORT 2013Transurban Holdings Limited Directors' report 30 June 2013 (continued) (continued) NON-EXECUTIVE DIRECTOR REMUNERATION Remuneration report x 6 x A x REMUNERATION POLICY The diagram below sets out the key objectives of the Group’s Non-executive Director remuneration policy and how they are implemented through the Group’s remuneration framework: Securing and retaining talented, qualified Directors Preserving independence and impartiality Aligning Director and security holder interests Director fee levels are set with regards to: the responsibilities and risks attached to the role, the time commitment expected and the workload, experience and expertise, and market benchmark data provided by remuneration consultants. Director remuneration consists of base (Director) fees and Committee fees. No element of Director remuneration is 'at risk' (i.e. fees are not based on the performance of the Group or individual Directors from year to year). Directors are encouraged to hold Transurban securities. REMUNERATION ARRANGEMENTS Maximum aggregate remuneration The amount of aggregate remuneration that may be paid to Non-executive Directors in any year is capped at a level approved by security holders. The current aggregate fee pool of $2,400,000 per year (inclusive of superannuation contributions) was approved by security holders at the 2010 Annual General Meeting. No change to this amount is proposed for the year ending 30 June 2014. The aggregate fee pool and the manner in which it is apportioned amongst Non-executive Directors is reviewed annually. The Remuneration and Human Resources Committee undertakes this review and makes recommendations to the Board. In conducting the review, the Committee considers market benchmark data from independent remuneration consultants. Non-executive Director fees for the year ended 30 June 2013 A review of Non-executive Director fees was undertaken during the year ended 30 June 2013, and it was decided that there would be no change to fees other than an increase in the annual fee for the Chair of the Remuneration and Human Resources Committee by $5,000 to $30,000. Base (Director) fees have not increased since 2010. Current base fees and Committee fees per year are set out below: Board Audit and Risk Committee Nomination Committee Remuneration and Human Resources Committee Chair fee $ 455,000 Member fee $ 170,000 40,000 10,000 30,000 20,000 10,000 20,000 The Chair of the Board does not receive any additional fees for Committee responsibilities. The Chair of each Committee only receives the Chair fee (and not a member fee). Non-executive Directors are permitted to be paid additional fees for special duties or exertions. No such fees were paid during the year ended 30 June 2013. Non-executive Directors are also entitled to be reimbursed for all business related expenses, including travel, as may be incurred in the discharge of their duties. x B x 54 TRANSURBANTransurban Holdings Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) Retirement benefits No current Non-executive Directors are entitled to any retirement benefits. In September 2005, the Board resolved to discontinue retirement benefits for Non-executive Directors from 30 September 2005. The value of benefits accrued up to that date attracted interest at the statutory fringe benefits rate. ShareLink Investment Tax Deferred Plan Under the ShareLink Investment Tax Deferred Plan, Non-executive Directors are able to sacrifice up to 50 per cent of their pre tax fees to acquire up to $5,000 of Transurban securities each year. No securities were issued to Non-executive Directors under the plan during the year ended 30 June 2013. x C x REMUNERATION PAID TO NON-EXECUTIVE DIRECTORS Non-executive Director remuneration for the years ended 30 June 2013 and 30 June 2012 is set out below: 211,119 207,114 223,625 207,631 438,716 439,411 183,608 176,047 (appointed 12 April 2012) 181,229 34,225 Short-term benefits Fees Current Non-executive Directors L Maxsted 2013 2012 N Chatfield 2013 2012 R Edgar 2013 2012 S Mostyn 2013 2012 C O'Reilly 2013 2012 R Slater 2013 2012 I Smith 2013 2012 Former Non-executive Directors G Cosgriff 2013 2012 J Davis 2013 2012 R Officer 2013 2012 J Eve 2013 2012 J Keyes 2013 2012 Total 2013 2012 194,070 173,720 (appointed 1 January 2012) 155,967 77,983 - 69,903 (resigned 7 August 2012) 18,832 176,047 (resigned 5 January 2012) - 48,256 (resigned 5 January 2012) - 81,778 (resigned 6 December 2011) (resigned 6 December 2011) 1,607,166 1,717,908 - 25,793 Post-employment benefits Retirement Superannuation1 benefits2,3 16,470 15,775 16,470 15,775 16,470 15,775 16,470 15,398 16,247 3,080 - - 14,037 7,018 - 7,044 - 25,648 1,695 15,398 - - - - - - - - - - - - - - - - - - 251,028 - 418,186 - - - - - - Total 455,186 455,186 240,095 223,406 227,589 222,889 200,078 191,445 197,476 37,305 194,070 173,720 170,004 85,001 - 339,850 - 513,737 20,527 191,445 - 48,256 - 25,793 97,859 120,911 - 669,214 1,705,025 2,508,0333 1 Superannuation contributions made on behalf of Non-executive Directors to satisfy the Groupʼs obligations under applicable superannuation guarantee legislation. 2 Amounts represent accrued contractual retirement benefits paid in the year ended 30 June 2012 to two former Non-executive Directors (Geoff Cosgriff and Jeremy Davis) upon their retirement from the Board on 6 December 2011. No current Non-executive Directors are entitled to any retirement benefits. 3 Retirement benefits are excluded from the amount of aggregate remuneration that may be paid to Non-executive Directors in any year. 55 ANNUAL REPORT 2013Transurban Holdings Limited Directors' report 30 June 2013 (continued) (continued) Remuneration report x D x NON-EXECUTIVE DIRECTOR RELATED PARTY INFORMATION Rodney Slater is a partner in the public policy practice group of Patton Boggs. Transurban used Patton Boggs during the year ended 30 June 2013 for various lobbying activities in the USA. This relationship is based on normal commercial terms. US$226,692 was paid to Patton Boggs during the year ended 30 June 2013. Lindsay Maxsted is Chairman and a Non-executive Director of Westpac Banking Corporation. Westpac provides transactional banking and loan facilities to Transurban. This relationship is based on normal commercial terms. Neil Chatfield is Chairman and a Non-executive Director of Seek Limited. Seek provides employment advisory services to Transurban. This relationship is based on normal commercial terms. Neil Chatfield is also Chairman of, and Samantha Mostyn is a Non-executive Director of, Virgin Australia Holdings Limited. Transurban uses air travel services provided by Virgin Australia. This relationship is based on normal commercial terms. 56 TRANSURBANTransurban Holdings Limited Directors' report 30 June 2013 (continued) Non-audit services The Company has an "External Auditor Independence" policy which is intended to support the independence of the external auditor by regulating the provision of services by the external auditor. The external auditor will not be engaged to perform any service that may impair or be perceived to impair the external auditor's judgement or independence. The external auditor will only provide a permissible non-audit service where there is a compelling reason for it to do so, and the aim is for the external auditor not to provide non-audit services at all. All non-audit services must be pre-approved by the CFO (services less than $5,000) or the Chair of the Audit and Risk Committee (in all other cases). The Board has considered the position and, in accordance with advice received from the Audit and Risk Committee, is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons: • • the Audit and Risk Committee reviews the non-audit services to ensure they do not impact the impartiality and objectivity of the auditor; and none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, including reviewing or auditing the auditor’s own work, acting in a management or a decision making capacity for the Group, acting as advocate for the Group or jointly sharing economic risk and rewards. During the year the following fees were paid or payable for audit and non-audit services provided by the auditor of THL, its related practices and non-related audit firms: Amounts received or due and receivable by PricewaterhouseCoopers Audit and other assurance services: Audit and review of financial reports Other assurance services Total remuneration for PricewaterhouseCoopers Total auditors' remuneration 2013 $ 2012 $ 1,100,000 124,800 1,224,800 1,100,000 189,300 1,289,300 1,224,800 1,289,300 Indemnification and insurance Each officer (including each Director) of the Group is indemnified, to the maximum extent permitted by law, against any liabilities incurred as an officer of the Group pursuant to agreements with the Group. Each officer is also indemnified against reasonable costs (whether legal or otherwise) incurred in relation to relevant proceedings in which the officer is involved because the officer is or was an officer. The Group has arranged to pay a premium for a Directors and officers liability insurance policy to indemnify Directors and officers in accordance with the terms and conditions of the policy. This policy is subject to a confidentiality clause which prohibits disclosure of the nature of the liability covered, the name of the insurer, the limit of liability and the premium paid for this policy. Auditor's independence declaration A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 59. Rounding of amounts The Group is of a kind referred to in Class Order 98/100, issued by the Australian Securities and Investments Commission, relating to the 'rounding off' of amounts in the Directors' report. Amounts in the Directors' report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, to the nearest dollar. 57 ANNUAL REPORT 2013Transurban Holdings Limited Directors' report 30 June 2013 (continued) Auditor PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001. This report is made in accordance with a resolution of Directors. Lindsay Maxsted Director Scott Charlton Director Melbourne 1 August 2013 58 TRANSURBAN59 ANNUAL REPORT 2013Transurban Holdings Limited Annual report - 30 June 2013 ABN 86 098 143 429 Contents Financial statements Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Directors' declaration Independent auditor's report to the members Page 61 62 63 64 65 66 146 147 This financial report covers the Transurban Group which consists of Transurban Holdings Limited, Transurban Holding Trust and Transurban International Limited and their controlled entities as described in Note 1 to the Financial Statements. The financial report is presented in the Australian currency. The equity securities of the parent entities are stapled and cannot be traded separately. Entities within the Group are domiciled and incorporated in Australia and the United States of America. Transurban Holdings Limited's registered office and principal place of business is: Level 3 505 Little Collins Street Melbourne 3000 VIC The financial report was authorised for issue by the Directors on 1 August 2013. The Directors have the power to amend and reissue the financial report. Through the use of the internet, we have ensured that our corporate reporting is timely, complete and available globally. All releases to the ASX and the media, financial reports and other information are available on our website: www.transurban.com 60 TRANSURBANRevenue Toll, fee and other road revenue Construction revenue Management, business development and other revenue Road operating costs Corporate costs Business development costs Construction costs Profit before depreciation and amortisation, net finance costs, equity accounted investments and income taxes Depreciation and amortisation expense Finance income Finance costs Net finance costs Share of net losses of equity accounted investments Profit / (loss) before income tax Income tax benefit Profit for the year Profit is attributable to: Ordinary equity holders of the stapled group Non-controlling interests Transurban Holdings Limited Consolidated income statement For the year ended 30 June 2013 Notes 2013 $'000 2012 $'000 3 4 5 9 6 886,639 265,799 42,640 1,195,078 (197,519) (41,192) (23,779) (256,390) (518,880) 846,196 286,258 22,030 1,154,484 (186,134) (31,602) (19,591) (280,222) (517,549) 676,198 636,935 (312,118) 108,031 (344,999) (236,968) (301,641) 157,030 (367,024) (209,994) (9,738) (137,946) 117,374 (12,646) 57,167 174,541 171,706 2,835 174,541 71,204 58,558 54,905 3,653 58,558 Cents Cents Earnings per security attributable to ordinary equity holders of the stapled group: Basic earnings per stapled security Diluted earnings per stapled security 32 32 11.7 11.7 3.8 3.8 The above consolidated income statement should be read in conjunction with the accompanying notes. 61 ANNUAL REPORT 2013Transurban Holdings Limited Consolidated statement of comprehensive income For the year ended 30 June 2013 Profit for the year Other comprehensive income Items that may be reclassified to profit or loss Changes in the fair value of cash flow hedges, net of tax Exchange differences on translation of foreign operations, net of tax Blank Other comprehensive income for the year, net of tax Total comprehensive income for the year Total comprehensive income for the year is attributable to: Members of Transurban Holdings Limited Non-controlling interests 2013 $'000 2012 $'000 174,541 58,558 64,013 (23,066) (210,773) 12,980 40,947 (197,793) 215,488 (139,235) 256,184 (40,696) 215,488 119,618 (258,853) (139,235) consolidated statement of comprehensive income should be read in conjunction with the accompanying The above notes. 62 TRANSURBANASSETS Current assets Cash and cash equivalents Trade and other receivables Derivative financial instruments Total current assets Non-current assets Equity accounted investments Held to maturity investments Derivative financial instruments Property, plant and equipment Deferred tax assets Intangible assets Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables Borrowings Derivative financial instruments Current tax liabilities Provisions Other liabilities Total current liabilities Non-current liabilities Borrowings Deferred tax liabilities Provisions Derivative financial instruments Other liabilities Total non-current liabilities Total liabilities Net assets EQUITY Contributed equity Reserves (Accumulated losses) Non-controlling interest - Transurban International Limited Non-controlling interests Total equity Transurban Holdings Limited Consolidated balance sheet As at 30 June 2013 Notes 2013 $'000 2012 $'000 7 8 11 9 10 11 12 13 14 15 16 11 17 18 16 13 17 11 18 19 20 20 259,385 88,548 963 348,896 532,266 862,866 9,935 180,166 9,147 8,128,350 9,722,730 318,148 78,420 - 396,568 335,190 791,392 137 191,964 12,551 8,174,115 9,505,349 10,071,626 9,901,917 105,595 438,256 7,037 - 334,413 71,873 957,174 4,499,235 629,648 202,363 357,872 60,358 5,749,476 110,103 - 1,315 8,510 293,485 73,251 486,664 4,489,397 687,287 193,755 504,016 53,673 5,928,128 6,706,650 6,414,792 3,364,976 3,487,125 7,975,953 (104,137) (4,469,457) (183,559) 146,176 3,364,976 7,847,912 (138,340) (4,232,045) (148,505) 158,103 3,487,125 The above consolidated balance sheet should be read in conjunction with the accompanying notes. 63 ANNUAL REPORT 2013Transurban Holdings Limited Consolidated statement of changes in equity For the year ended 30 June 2013 Attributable to members of Transurban Holdings Limited Contributed equity $'000 Reserves $'000 Accumulated losses $'000 Notes Total $'000 Non- controlling interests $'000 Total equity $'000 Balance at 1 July 2011 7,772,117 26,461 (4,085,426) 3,713,152 279,199 3,992,351 Comprehensive income Profit (loss) for the year Other comprehensive income Total comprehensive income Transactions with owners in their capacity as owners: Treasury securities Distribution reinvestment plan Distributions provided for or paid Distributions to non-controlling interest Changes in value of share-based payment reserve 19 19 20 20 - - - 1,433 72,961 - - - 282,431 282,431 (223,873) 58,558 (162,813) (162,813) - 282,431 (162,813) 119,618 (34,980) (258,853) (197,793) (139,235) - - - - - - (429,203) 1,433 72,961 (429,203) 207 3,040 - 1,640 76,001 (429,203) - - (13,610) (13,610) 1,401 75,795 (1,988) (1,988) 153 (429,050) (434) (355,243) (385) (10,748) (819) (365,991) Balance at 30 June 2012 7,847,912 (138,340) (4,232,045) 3,477,527 9,598 3,487,125 Balance at 1 July 2012 7,847,912 (138,340) (4,232,045) 3,477,527 9,598 3,487,125 Comprehensive income Profit (loss) for the year Other comprehensive income Total comprehensive income Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs Distribution reinvestment plan Deferred short term incentives issued Distributions provided for or paid Changes in value of share-based payment reserve Acquisition of non-controlling interest Distributions to non-controlling interest 19 19 19 20 20 - - - - 218,904 218,904 (44,363) 174,541 37,280 37,280 - 218,904 37,280 256,184 3,667 (40,696) 40,947 215,488 92,000 31,966 2,589 - - - - - - - 92,000 31,966 8,000 2,601 100,000 34,567 - (456,316) 2,589 (456,316) 195 - 2,784 (456,316) 1,486 (2,086) - (991) - - (600) (82) (682) (991) (2,241) (3,232) - 128,041 - (3,077) - (456,316) - (331,352) (14,758) (6,285) (14,758) (337,637) Balance at 30 June 2013 7,975,953 (104,137) (4,469,457) 3,402,359 (37,383) 3,364,976 Non-controlling interests include Transurban International Limited and other non-controlling interests outside of the Group. consolidated statement of changes in equity should be read in conjunction with the accompanying The above notes. 64 TRANSURBANCash flows from operating activities Receipts from customers (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Payments for maintenance of intangible assets Other revenue Interest received Interest paid Income taxes paid Net cash from operating activities inflow Cash flows from investing activities Payment for acquisition of non-controlling interest Payments for held-to-maturity investments, net of fees Payments for equity accounted investments Payments for intangible assets Payments for property, plant and equipment Distributions received from equity accounted investments Net cash from investing activities (outflow) Cash flows from financing activities Proceeds from issues of stapled securities Proceeds from borrowings (net of costs) Repayment of borrowings Dividends and distributions paid to the Group's security holders Distributions paid to non-controlling interests Net cash (outflow) inflow from financing activities Net (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at end of the year Transurban Holdings Limited Consolidated statement of cash flows For the year ended 30 June 2013 Notes 2013 $'000 2012 $'000 976,063 (353,210) (9,573) 66,752 57,579 (314,110) (12,166) 411,335 (3,232) (22,495) (207,844) (234,536) (17,486) 50,000 (435,593) 100,000 596,841 (312,000) (410,848) (9,860) (35,867) 945,544 (340,656) (27,731) 34,078 229,786 (421,841) (45,937) 373,243 - (6,975) (18,271) (262,306) (41,832) 53,500 (275,884) - 1,606,050 (1,445,870) (336,549) (14,891) (191,260) (60,125) (93,901) 318,148 1,362 259,385 411,880 169 318,148 31 19 21 7 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes. 65 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 Contents of the notes to the consolidated financial statements Summary of significant accounting policies Segment information Revenue Expenses Net finance costs Income tax benefit Current assets - Cash and cash equivalents Current assets - Trade and other receivables Equity accounted investments Non-current assets - Held to maturity investments Derivative financial instruments Non-current assets - Property, plant and equipment Deferred tax assets and liabilities Non-current assets - Intangible assets Current liabilities - Trade and other payables Borrowings Provisions Other liabilities Contributed equity Reserves and accumulated losses Distributions Remuneration of auditors Contingencies Intra-group Guarantees Commitments Related party transactions Subsidiaries and transactions with non-controlling interests Parent entity financial information Deed of cross guarantee Events occurring after the reporting period Reconciliation of profit after income tax to net cash inflow from operating activities Earnings per stapled security Net tangible asset backing Share-based payments Key management personnel disclosures Non-cash investing and financing activities Critical accounting estimates and judgements Financial risk management Page 67 81 88 88 89 90 91 92 93 96 98 100 101 102 104 104 108 110 111 113 115 117 117 118 118 120 122 124 125 127 127 128 129 129 133 137 138 140 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 66 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies The principal accounting policies adopted in the preparation of the consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. (a) Basis of preparation These general purpose financial statements have been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations and the Corporations Act 2001. The Transurban Group financial statements have been prepared as an aggregation of the financial statements of Transurban Holdings Limited (THL) and controlled entities, Transurban International Limited (TIL) and controlled entities and Transurban Holding Trust (THT) and controlled entities, as if all entities operate together. They are therefore treated as a combined entity (hereon referred to as "the Group"), notwithstanding that none of the entities controls any of the others. The principles of consolidation have been applied in order to present the aggregated financial statements on a combined basis. THL has been deemed the parent of the Group. The financial statements have been aggregated in recognition of the fact that the securities issued by THL, THT and TIL are stapled together and comprise one share in THL, one unit in THT and one share in TIL (Stapled Security). None of the components of the Stapled Security can be traded separately. The Group’s current liabilities exceed its current assets by $608.3 million as at 30 June 2013. The financial report has been prepared on a going concern basis, which contemplates the continuity of normal operations, as the Group is trading profitably and has continually been able to refinance maturing debt. In addition, at 30 June 2013 the Group has available a total of $217.9 million of undrawn borrowing facilities. Compliance with IFRS The consolidated financial statements of Transurban Holdings Limited also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board. Early adoption of standards The Group has not elected to adopt any new accounting standard early. Historical cost convention These financial statements have been prepared under the historical cost convention, as modified by the revaluation of other financial assets and liabilities (including derivative financial instruments). Rounding of amounts The Group is of a kind referred to in Class Order 98/100, issued by the Australian Securities and Investments Commission, relating to the 'rounding off' of amounts in the financial statements. Amounts in the financial statements have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, to the nearest dollar. (b) Principles of consolidation Subsidiaries Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control de-consolidated from the date that control ceases. is transferred to the Group. They are 67 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies (continued) (b) Principles of consolidation (continued) (continued) Subsidiaries The aggregated financial statements incorporate an elimination of inter-entity transactions and balances and other adjustments necessary to present the financial statements on a combined basis. The accounting policies adopted in preparing the financial statements have been consistently applied by the individual entities comprising the Group except as otherwise indicated. The acquisition method of accounting is used to account for business combinations by the Group (refer to note 1(h)). Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated income statement, statement of comprehensive income, balance sheet and statement of changes in equity respectively. Associates and joint ventures Associates are all entities over which the Group has significant influence but not control. Interests in joint ventures are where the Group jointly controls an entity with another party (refer to note 9). Investments in associates and joint ventures are accounted for using the equity method of accounting, after initially being recognised at cost. The Group's share of its associates' and joint ventures' post-acquisition profits or losses is recognised in the income statement, and its share of post-acquisition movements in reserves is recognised in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group’s share of losses in an associate or joint venture equals or exceeds its interest in the associate or joint venture, the Group does not recognise further losses. Dividends received from associates and joint ventures reduce the carrying amount of the investment. Application of UIG 1013 Pre-date of Transition Stapling Arrangements and AASB Interpretation 1002 Post-date of Transition Stapling Arrangements For the purpose of UIG 1013 and AASB Interpretation 1002, THL was identified as the parent entity in relation to the pre-date of transition stapling with THT and the post-date of transition stapling with TIL. In accordance with UIG 1013 the results and equity of THL and THT have been combined in the financial statements. AASB Interpretation 1002 however requires the results and equity of TIL to be treated and disclosed as non-controlling interest. Changes in ownership interest The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of to non-controlling interests and any consideration paid or received is recognised in a separate reserve within equity. the adjustment (c) Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Executive Officer (the chief operating decision maker) and the Executive Committee, who report to the Chief Executive Officer (CEO). (d) Foreign currency translation Functional and presentation currency The consolidated financial statements are presented in Australian dollars, which is Transurban Holdings Limited's functional and presentation currency. 68 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies (continued) (d) Foreign currency translation (continued) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated income statement, except when they are deferred in equity as qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a foreign operation. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss and translation differences on non-monetary assets such as equities classified as available-for-sale financial assets are recognised in the fair value reserve in equity. Foreign operations The results and financial position of all of the presentation currency are translated into the presentation currency as follows: Group entities that have a functional currency different from the • • • assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; income and expenses for each income statement are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and all resulting exchange differences are recognised in other comprehensive income. On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are taken to shareholders' equity. (e) Revenue recognition Revenue is measured at the fair value of the consideration received or receivable. Revenue is recognised for the major business activities as follows: • • • • Toll and fee revenue - Toll charges and related fees are recognised when the charge is incurred by the user. Business development revenue - Business development revenue is recognised when earned, and to the extent of costs incurred and that these costs will be recovered. Interest income - Interest income is recognised using the effective interest rate method. Construction revenue - During the construction phase of service concession infrastructure assets, the Group records an intangible asset representing the right to charge users of the infrastructure and recognises revenue from the construction of the infrastructure. Revenue and expenses associated with construction contracts are recognised in accordance with the percentage of completion method. (f) Income tax The income tax expense or benefit for the period is the tax payable or benefit on the current period's taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. 69 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies (continued) (f) Income tax (continued) The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the the reporting period in the countries where the Company operates and generates taxable income. end of Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in foreign operations where the Company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Current and deferred tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. Investment allowances Companies within the Group may be entitled to claim special tax deductions for investments in qualifying assets (investment allowances). The Group accounts for such allowances as tax credits, which means that the allowance reduces income tax payable and current tax expense. A deferred tax asset is recognised for unclaimed tax credits that are carried forward as tax losses. Tax consolidation legislation The Transurban Group has adopted the tax consolidation legislation for Transurban Holdings Limited and its wholly-owned Australian entities as of 1 July 2005. All entities within the tax consolidated group continue to account for their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidation group is a separate taxpayer within the tax consolidated group. (g) Leases Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group as lessee are classified as operating leases (note 25). Payments made under operating leases (net of any incentives received from the lessor) are charged to the consolidated income statement on a straight-line basis over the period of the lease. Lease incentives are recognised as a reduction of the rental expense over the lease term on a straight line basis. 70 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies (continued) (h) Business combinations the assets transferred, for all business combinations, The acquisition method of accounting is used to account including business combinations involving entities or businesses under common control, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the fair values of the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes the fair value of any contingent consideration arrangement and the fair value of any pre-existing equity interest in the subsidiary. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest's proportionate share of the acquiree's net identifiable assets. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the Group's share of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the subsidiary acquired and the measurement of all amounts has been reviewed, the difference is recognised directly in income statement as a bargain purchase. Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity's incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions. Contingent consideration is classified either as equity or a financial liability are subsequently remeasured to fair value with changes in fair value recognised in the income statement. liability. Amounts classified as a financial (i) Impairment of assets At each reporting date, the Group assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the Group makes an estimate of the recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount through the income statement. The decrement in the carrying amount is recognised as an expense in the income statement in the reporting period in which the impairment occurs. Recoverable amount is the greater of fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. (j) Cash and cash equivalents For the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities. (k) Investments and other financial assets Classification 71 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies (continued) (k) Investments and other financial assets (continued) The Group classifies its investments and other financial assets in the following categories: financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments and available-for-sale financial assets. The classification depends on the purpose for which the investments and other financial assets were acquired. The classification of initial recognition and, in the case of assets classified as held-to-maturity, is re-evaluated at the end of each reporting period. the Group's investments and other financial assets are determined at Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are financial assets held-for-trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. Derivatives are classified as held-for-trading unless they are designated as hedges. Assets in this category are classified as current assets. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than 12 months after the reporting date which are classified as non-current assets. Loans and receivables are included in trade and other receivables (note 8) in the consolidated balance sheet. Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less allowance for impairment. Trade receivables are due for settlement no more than 30 days from revenue recognition. Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off by reducing the carrying amount directly. An impairment allowance account (provision for impairment of trade receivables) is used when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. The amount of the impairment allowance is the difference between the asset’s carrying amount and the present value of estimated future cash flows. The amount of the impairment allowance is recognised in the income statement. Held-to-maturity investments Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group's management has the positive intention and ability to hold to maturity. If the Group were to sell other than an insignificant amount of held-to-maturity financial assets, the whole category would be tainted and reclassified as available-for-sale. Held-to-maturity financial assets are included in non-current assets, except for those with maturities less than 12 months from the reporting date, which are classified as current assets. Available-for-sale financial assets Available-for-sale financial assets, comprising principally marketable equity securities, are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless the investment matures or management intends to dispose of the investment within 12 months of the end of the reporting period. Recognition and derecognition Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value and transaction costs are expensed in the income statements. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. When securities classified as available-for-sale are sold, the accumulated fair value adjustments recognised in other comprehensive income are reclassified to profit or loss as gains and losses from investment securities. Subsequent measurement 72 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies (continued) (k) Investments and other financial assets (continued) Loans and receivables and held-to-maturity investments are carried at amortised cost using the effective interest method. Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Gains or losses arising from changes in the fair value of the 'financial assets at fair value through profit or loss' category are presented in the income statements within other income or other expenses in the period in which they arise. Dividend income from financial assets at fair value through profit or loss is recognised in the income statements as part of revenue from continuing operations when the Group's right to receive payments is established. Impairment The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the case of equity securities classified as available-for-sale, a significant or prolonged decline in the fair value of a security below its cost is considered as an indicator that the securities are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in the income statement - is reclassified from equity and recognised in the income statement as a reclassification adjustment. Impairment losses recognised in the income statement on equity instruments classified as available-for-sale are not reversed through the income statement. (l) Derivatives and hedging activities Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at the end of each reporting period. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The designates certain derivatives as either: Group • • • hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedges); hedges of a particular risk associated with the cash flows of recognised assets and liabilities and highly probable forecast transactions (cash flow hedges); or hedges of a net investment in a foreign operation (net investment hedges). At the inception of the hedging transaction the Group documents the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items. The fair values of various derivative financial instruments used for hedging purposes are disclosed in note 11. Movements in the hedging reserve in shareholders' equity are shown in note 20. The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months; it is classified as a current asset or liability when the remaining maturity of the hedged item is less than 12 months. The treatment of derivatives is as follows: Fair value hedges Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statements, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. The gain or loss relating to the effective portion of interest rate swaps and cross currency swaps hedging fixed rate borrowings is recognised in the income statements within finance costs, together with changes in the fair value of the hedged fixed rate borrowings attributable to interest rate risk. The gain or loss relating to the ineffective portion is recognised in the income statement. 73 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies (continued) (l) Derivatives and hedging activities (continued) (continued) Fair value hedges If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged item for which the effective interest method is used is amortised to profit or loss over the period to maturity using a recalculated effective interest rate. Cash flow hedges The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other comprehensive income and accumulated in reserves in equity. The gain or loss relating to the ineffective portion is recognised immediately in the income statement. Amounts accumulated in equity are reclassified to the income statement in the periods when the hedged item affects profit or loss. The gain or loss relating to the effective portion of interest rate swaps hedging variable rate borrowings is recognised in the income statement. When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statements. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement. Net investment hedges Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in other comprehensive income and accumulated in reserves in equity. The gain or loss relating to the ineffective portion is recognised immediately in the income statement. Gains and losses accumulated in equity are included in the income statement when the foreign operation is partially disposed of or sold. Derivatives that do not qualify for hedge accounting Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for hedge accounting are recognised immediately in the income statement. (m) Property, plant and equipment Property, plant and equipment is stated at historical cost less accumulated depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Costs incurred on development projects (including computer software and hardware) are recognised as an asset when it is probable that the project will, after considering its commercial and technical feasibility, be completed and generate future economic benefits and its costs can be reliably measured. The expenditure capitalised comprises all directly attributable costs, including costs of materials, services, direct labour and an appropriate proportion of overheads. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to the income statements during the reporting period in which they are incurred. Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the income statement. 74 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies (continued) (m) Property, plant and equipment (continued) Depreciation Depreciation is calculated on a straight line basis so as to write off the net cost of items of plant and equipment over their expected useful lives will be made annually for all assets. The expected useful lives are 3 - 15 years. lives. Estimates of remaining useful Impairment Fixed assets are assessed for impairment in line with the policy stated in note 1(i). (n) Intangible assets Concession Assets Concession Assets represent the Group's rights to operate roads under Service Concession Arrangements. Concession Assets constructed by the Group are recorded at the fair value of consideration received or receivable for the construction services delivered. Concession Assets acquired by the Group are recorded at the fair value of the assets at the date of acquisition. All Concession Assets are classified as intangible assets and are amortised over the term of the right to operate the asset on a straight line basis. For details of concession agreement dates refer to note 14. Where work is in progress, it is classified as assets under construction. Goodwill Goodwill is measured as described in note assets. Goodwill on acquisitions of associates is included in investments in associates. Goodwill is not amortised. Instead, goodwill is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill on acquisitions of businesses is included in intangible 1(h). Goodwill is allocated to the relevant cash-generating units for the purpose of impairment testing. (o) Financial liabilities Trade and other payables These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Concession and promissory notes The Group has non-interest bearing long term debt, represented by Concession and Promissory Notes, payable to the government, measured at the net present value of expected future payments. (p) Borrowings Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the consolidated income statement over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates. Borrowings are removed from the balance sheets when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in the income statement as finance income or finance costs. 75 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies (continued) (p) Borrowings (continued) Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period. (q) Borrowing costs Borrowing costs are recognised as expenses in the period in which they are incurred, except to the extent to which they relate to the construction of qualifying assets in which case specifically identifiable borrowing costs are capitalised into the cost of the asset. Borrowing costs include interest on short-term and long-term borrowings. Costs incurred in connection with the arrangement of borrowings are deferred and amortised over the effective period of the funding. (r) Provisions Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Provisions are discounted to the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the discount unwinding over the passage of time is recognised as a finance cost. Provision for maintenance As part of its obligations under the service concession arrangements, the Group assumes responsibility for the maintenance and repair of installations of the publicly-owned roads it operates. A provision for maintenance has been raised where the Group has a present legal or constructive obligation to maintain and replace components of the underlying physical assets operated by the Group as a result of past events. The Group's obligations under the respective concession deeds arise as a consequence of use of the road during the operating phase. The provision is measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the reporting date. Provisions giving rise to a cash outflow after more than one year are discounted to present value if the impact is material. The increase in the provision due to the discount unwinding over the passage of time is recognised as a finance cost. Provision for distribution Provision is made for the amount of any distribution declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period. (s) Employee benefits Short-term obligations Liabilities for wages and salaries, including non-monetary benefits, annual leave and short-term incentives, and long service leave expected to be settled within 12 months after the end of the period, are recognised in respect of employees' services up to the reporting date. They are measured at the amounts expected to be paid when the liabilities are settled. The liability for annual leave and short-term incentives, and long service leave expected to be settled within 12 months of the reporting date is recognised in the provision for employee benefits. All other short-term employee benefit obligations are presented as payables. An expense for non-accumulating sick leave is recognised when the leave is taken and measured at the rates paid or payable. 76 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies (continued) (s) Employee benefits (continued) Long-term employee benefit obligations The liability for long service leave which is not expected to be settled within 12 months after the end of the period is recognised in the provision for employee benefits. It is measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Equity-based compensation benefits Equity-based compensation benefits have been provided to some employees. The fair value of units granted under the plans are recognised as an employee benefit expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the employees become unconditionally entitled to the units. The fair value of units granted under cash settled share-based compensation plans is recognised as an expense over the vesting period with a corresponding increase in liabilities. The fair value of the liability is remeasured at each reporting date with any changes in fair value recognised in the income statement for the period. The fair value is independently determined using a Black-Scholes option pricing model that takes into account the exercise price, the term, the impact of dilution, the security price at grant date and expected price volatility of the underlying security, the expected dividend yield and the risk free interest rate for the term of the plan. The fair value granted is adjusted to reflect the market vesting conditions, but excludes the impact of any non-market vesting conditions (for example, profitability and growth targets). Non-market vesting conditions are included in assumptions about the number of units that are expected to become exercisable. At each reporting date, the Group revises its estimate of the number of units that are expected become exercisable. The employee benefit expense recognised each reporting period takes into account the most recent estimate. The impact of the revision to original estimates, if any, is recognised in the income statement with a corresponding adjustment to equity. Superannuation Superannuation is contributed to plans as nominated by the employee. The contribution is not less than the statutory minimum. The superannuation plans are all accumulation funds. The cost of current and deferred employee compensation and contributions to employee superannuation plans were charged to the income statement. Termination benefits Termination benefits are payable when employment is terminated before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal or to providing termination benefits as a result of an offer made to encourage voluntary redundancy. (t) Contributed equity Stapled securities are classified as equity. Incremental costs directly attributable to the issue of new stapled securities are shown in equity as a deduction, net of tax, from the proceeds. 77 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies (continued) (t) Contributed equity (continued) If the Group reacquires its own securities, those securities are deducted from equity. No gain or loss is recognised in the profit or loss and the consideration paid including any directly attributable incremental costs (net of income taxes) is recognised directly in equity. (u) Parent entity financial information The financial prepared on the same basis as the consolidated financial statements, except as set out below. information for the parent entity, Transurban Holdings Limited, disclosed in note 28 has been Investments in subsidiaries and associates Investments in subsidiaries and associates are accounted for at cost in the financial statements of Transurban Holdings Limited. Dividends received from associates are recognised in the parent entity's profit or loss, rather than being deducted from the carrying amount of these investments. Tax consolidation legislation Transurban Holdings Limited and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation effective 1 July 2005. The head entity, Transurban Holdings Limited, and the controlled entities in the tax consolidated group account for their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidated group is a separate taxpayer within the tax consolidated group. In addition to its own current and deferred tax amounts, Transurban Holdings Limited also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated group. Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the Group. Any difference between the amounts assumed and amounts receivable or payable under the tax funding agreement are recognised as a contribution to (or distribution from) wholly owned tax consolidated entities. (v) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the balance sheet. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows. (w) New accounting standards and interpretations Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2013 reporting periods. The Group's assessment of the impact of these new standards and interpretations is set out below. 78 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies (continued) (w) New accounting standards and interpretations (continued) (i) AASB 9 AASB 9 (December 2010) Financial and AASB 2010-7 Instruments, (effective from 1 January 2015) AASB 2009-11 Amendments to Australian Accounting Standards arising from Amendments to Australian Accounting Standards arising from AASB 9 AASB 9 Financial Instruments addresses the classification, measurement and derecognition of financial assets and financial liabilities. The standard is not applicable until 1 January 2015 but is available for early adoption. Management are in the process of assessing the impact on financial assets but do not believe this will be significant. There will be no impact on the Group's accounting for financial liabilities, as the new requirements only affect the accounting for financial liabilities that are designated at fair value through profit or loss and the Group does not have any such liabilities. The Group has not yet decided when to adopt AASB 9. (ii) Entities, Ventures, Consolidated Financial revised AASB 127 AASB 2011-7 AASB 10 Other Joint and Joint Arrangements Standards Transition Guidance and Other Amendments and Statements, Separate Financial AASB 11 Joint Statements, Arrangements, AASB 128 AASB 12 Investments in Associates and Disclosure of Interests in Amendments to Australian Accounting Standards arising from the Consolidation AASB 2012-10 Amendments to Australian Accounting Standards - (effective 1 January 2013) In August 2011, the AASB issued a suite of five new and amended standards which address the accounting for joint arrangements, consolidated financial statements and associated disclosures. AASB 10 replaces all of the guidance on control and consolidation in AASB 127 Consolidated and Separate Financial Statements, and Interpretation 112 Consolidation - Special Purpose Entities. The core principle that a consolidated entity presents a parent and its subsidiaries as if they are a single economic entity remains unchanged, as do the mechanics of consolidation. However the standard introduces a single definition of control that applies to all entities. It focuses on the need to have both power and rights or exposure to variable returns is present. Power is the current ability to direct the activities that significantly influence returns. before control Returns must vary and can be positive, negative or both. Management have assessed the impact of AASB10 and do not believe it changes our assessment of control over any entities where the Group has an equity interest. AASB 11 introduces a principles based approach to accounting for joint arrangements. The focus is no longer on the legal structure of joint arrangements, but rather on how rights and obligations are shared by the parties to the joint arrangement. AASB 11 also provides guidance for parties that participate in joint arrangements but do not share joint control. This will not impact how the Group currently accounts for joint arrangements. AASB 12 sets out the required disclosures for entities reporting under the two new standards, AASB 10 and AASB 11, and replaces the disclosure requirements currently found in AASB 127 and AASB 128. Application of this standard by the Group will not affect any of the amounts recognised in the financial statements, but will impact the type of information disclosed in relation to the Group's investments. Amendments to AASB 128 provide clarification that an entity continues to apply the equity method and does not remeasure its retained interest as part of ownership changes where a joint venture becomes an associate, and vice versa. The amendments also introduce a 'partial disposal' concept. The Group is still assessing the impact of these amendments. The Group does not expect to adopt the new standards before their operative date. 79 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies (continued) (w) New accounting standards and interpretations (continued) (iii) AASB 13 from AASB 13 (effective 1 January 2013) Fair Value Measurement and AASB 2011-8 Amendments to Australian Accounting Standards arising AASB 13 was released in September 2011. It explains how to measure fair value and aims to enhance fair value disclosures. Current measurement techniques will change as a result of new guidance. The impact of the new rules on any of the amounts recognised in the financial statements is not expected to be material. Application of the new standard will information disclosed in the notes to the consolidated financial the type of statements. The Group intends to adopt the new standard from 1 July 2013. impact (iv) AASB 2011-4 Personnel Disclosure Requirements (effective 1 July 2013) Amendments to Australian Accounting Standards to Remove Individual Key Management (KMP) disclosure In July 2011 the AASB decided to remove the individual key management personnel requirements from AASB 124 Related Party Disclosures, to achieve consistency with the international equivalent standard and remove a duplication of the requirements with the Corporations Act 2001. While this will reduce the disclosures that are currently required in the notes to the financial statements, it will not affect any of the amounts recognised in the financial statements. The amendments apply from 1 July 2013 and cannot be adopted early. The Corporations Act requirements in relation to remuneration reports will remain unchanged for now, but these requirements are currently subject to review and may also be revised in the near future. (v) IAS 36 Amendments to IAS 36 Impairment of Assets (effective 1 January 2014) The IASB has made small changes to some of the disclosures that are required under IAS 36 Impairment of Assets. These may result in additional disclosures if the group recognises an impairment loss or the reversal of an impairment loss during the period. They will not affect any of the amounts recognised in the financial statements. The Group intends to apply the amendment from 1 July 2014. 80 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 2 Segment information Description of segments It has been determined that the operating segments based on information provided to the CEO and Executive Committee is by geographical region, being Victoria and New South Wales in Australia and the USA. The Group operates in one business sector only, being the development, operation and maintenance of toll roads. The CEO and Executive Committee therefore consider the business from the perspective of locations. The following assets are included in the operating segments: Segment Victoria, Australia Assets CityLink New South Wales, Australia Hills M2 Motorway USA Lane Cove Tunnel 75.1 per cent interest in the M1 Eastern Distributor Equity investments in the M5 Motorway (50.0 per cent) and Westlink M7 (50.0 per cent) 75.0 per cent interest in Transurban DRIVe. Transurban DRIVe holds 100.0 per cent of Pocahontas 895, 90.0 per cent of 495 Express Lanes and 90.0 per cent of 95 Express Lanes The tolling businesses of Roam and Tollaust have also been included in the NSW operating segment as they are managed together with each of the assets and contribute tolling services to all NSW assets. The Group's corporate function is not an operating segment under the requirements of AASB 8 as its revenue generating activities are only incidental to the business. Management have aggregated and disclosed the corporate business units as the contribution to the business is closely monitored. The operating segments have been further broken down by asset to assist with external analysis of the financial statements. Segment information - Proportional Income Statement The CEO and Executive Committee assesses the performance of the operating segments based on a measure of underlying proportional EBITDA. EBITDA excludes the impact of interest income and expense which have been presented by segment where applicable. Interest income and expense are allocated across segments where the charges are related specifically to the assets. Otherwise they have been allocated to the Corporate function. information provided to the Executive Committee is presented on a proportional basis. The The segment information for the reportable segments for the year ended 30 June 2013 and 30 June 2012 is detailed in the following tables. 81 ANNUAL REPORT 2013) 3 9 2 , 9 1 2 , 1 ( 0 9 0 , 6 1 3 7 6 , 0 1 ) 0 7 1 , 5 1 ( ) 5 2 ( 0 8 3 , 4 3 ) 2 1 5 , 8 ( ) 1 9 8 , 8 9 4 ( ) 1 9 9 , 2 3 ( ) 7 3 8 , 5 2 ( ) 9 6 2 , 9 1 1 ( ) 5 3 0 , 6 7 ( ) 9 6 6 , 4 5 ( ) 0 9 0 , 0 9 1 ( ) 5 6 1 , 7 4 7 ( 7 7 3 , 1 9 9 - 3 1 1 , 4 3 1 0 9 4 , 5 2 1 , 1 9 8 8 , 4 4 9 8 8 , 4 4 2 4 1 , 6 1 2 7 3 , 1 4 1 5 , 7 1 - - - ) 6 7 5 , 8 7 3 ( ) 4 3 7 , 2 2 ( ) 1 0 8 , 1 1 ( - 7 9 9 , 7 2 8 ) 0 4 0 , 2 ( ) 9 8 9 , 2 ( 5 3 0 , 1 1 1 ) 0 6 0 , 9 3 5 ( 2 8 5 , 9 9 7 3 7 ) 2 2 9 , 0 8 1 ( ) 6 5 6 , 3 4 ( ) 4 8 3 , 4 ( 0 1 ) 5 8 9 , 1 ( - - - - - - 5 2 1 4 8 , 4 1 0 3 , 1 1 9 4 4 , 9 7 4 - 4 9 6 , 4 0 1 2 0 4 , 4 9 8 9 4 , 5 7 3 3 5 , 1 6 2 2 3 , 3 4 1 1 9 2 , 1 2 3 1 , 6 1 8 2 8 3 , 1 1 8 2 4 , 1 4 7 7 8 , 0 2 5 3 4 7 , 5 2 3 4 7 , 5 2 4 5 8 , 1 8 1 4 , 6 7 5 4 8 4 5 , 6 0 1 0 2 8 , 0 0 1 5 5 9 , 5 7 1 8 9 , 1 4 1 5 , 3 6 5 7 9 , 4 7 9 2 , 8 4 1 6 8 7 , 5 9 4 4 2 4 , 6 4 0 1 2 , 2 4 5 ) 1 4 4 , 5 ( 6 3 8 , 6 3 3 5 , 1 9 3 2 8 9 , 0 1 5 7 7 , 4 8 8 2 8 , 7 8 1 3 7 , 3 5 9 4 8 , 6 3 8 6 3 , 7 1 1 3 9 4 , 1 4 4 2 0 7 - ) 2 4 4 , 7 2 ( ) 9 2 2 , 4 1 ( 7 8 6 , 5 ) 1 0 2 , 2 5 2 ( ) 3 ( 3 8 4 6 6 8 , 1 9 3 5 5 1 4 2 9 9 2 9 3 , 1 ) 2 4 1 , 6 4 1 ( ) 5 2 1 , 5 1 ( ) 4 6 7 , 2 3 ( ) 3 9 6 , 0 2 ( ) 4 7 4 , 7 3 ( ) 1 3 3 , 8 ( ) 0 7 4 , 3 ( ) 3 6 5 , 6 9 1 ( ) 7 0 1 , 1 ( ) 1 2 9 , 3 3 ( ) 2 7 6 , 3 3 ( ) 5 1 0 , 9 3 ( ) 9 6 5 , 4 2 ( ) 9 7 2 , 4 6 ( 9 2 0 , 5 ) 1 8 2 , 2 6 ( ) 8 7 4 , 7 4 1 ( 6 9 3 , 1 2 ) 4 1 1 , 6 0 1 ( ) 9 0 7 , 7 5 ( ) 9 5 3 , 6 ( 5 2 ) 2 1 5 , 0 4 ( ) 3 6 8 , 0 1 ( ) 4 4 5 , 1 5 ( 5 5 3 , 0 1 ) 2 2 4 , 3 9 ( 0 7 5 , 9 3 ) 3 3 6 , 7 1 ( ) 1 2 4 , 7 ( 7 0 0 , 7 1 3 6 7 , 6 3 2 e u n e v e r l a t o T l a n o i t r o p o r P A D T B E I e u n e v e r e s n e p x e t s e r e n t I t s e r e n t I d n a n o i t i a c e r p e D n o i t a s i t r o m a r e h t o d n a e e F e u n e v e r e u n e v e r l l o T l a n o i t r o p o r P ) s s o l ( t i f o r p x a t e r o f e b 7 0 4 , 2 7 5 3 1 , 5 4 2 2 5 , 9 2 9 2 5 , 1 2 - - 3 9 9 , 7 3 0 8 , 3 9 ) 9 7 9 , 0 6 ( ) 7 8 1 , 8 2 ( 0 7 1 , 5 1 5 2 ) 2 1 5 , 0 4 ( ) 0 7 8 , 2 ( 8 5 5 , 9 2 ) 6 8 9 , 1 2 ( ) 7 0 1 , 3 ( 1 1 7 , 2 1 ) 1 2 1 , 1 2 ( 3 1 7 , 7 1 ) 4 2 4 , 1 ( 6 8 7 , 4 2 8 4 2 , 7 ) 1 1 7 , 0 8 ( 9 4 4 , 8 1 0 8 ) 5 4 8 , 8 ( 3 9 7 , 1 4 ) 8 0 8 , 1 3 ( 5 5 9 , 4 0 2 t e n l a n o i t r o p o r P ) s s o l ( t i f o r p ) e s n e p x e ( t i f e n e b x a t e m o c n I 3 1 0 2 e n u J ) d e u n i t n o c ( 0 3 d e t i i i l m L s g n d o H n a b r u s n a r T s t n e m e t a t s l a i c n a n i f d e t a d i l o s n o c e h t o t s e t o N l a t o T e t a r o p r o C % 0 . 0 0 1 A S U 5 9 l a t o T I e V R D n a b r u s n a r T n a b r u s n a r T s s e r p x E I e V R D s e n a L r e h t O 5 9 4 s s e r p x E s e n a L s a t n o h a c o P 5 9 8 % 0 . 5 7 % 5 . 7 6 % 5 . 7 6 % 0 . 5 7 W S N l a t o T & m a o R t s u a l l o T % 0 . 0 0 1 7 M % 0 . 0 5 5 M % 0 . 0 5 r o t u b i r t s D i l e n n u T n r e t s a E 1 M e v o C e n a L 2 M s l l i H % 1 . 5 7 % 0 . 0 0 1 % 0 . 0 0 1 i k n L y t i C % 0 . 0 0 1 0 0 0 $ ' 3 1 0 2 e n u J 0 3 s e l a W h t u o S w e N a i r o t c i V ) d e u n i t n o c ( t n e m e t a t S e m o c n I l a n o i t r o p o r P - n o i t a m r o f n i t n e m g e S ) d e u n i t n o c ( n o i t a m r o f n i t n e m g e S 2 82 TRANSURBAN 3 1 0 2 e n u J ) d e u n i t n o c ( 0 3 d e t i i i l m L s g n d o H n a b r u s n a r T s t n e m e t a t s l a i c n a n i f d e t a d i l o s n o c e h t o t s e t o N ) 5 0 0 , 9 8 2 ( ) 9 0 0 , 4 9 ( ) 7 8 5 , 1 4 3 ( ) 5 5 9 , 3 ( 1 0 5 , 1 ) 3 3 1 , 9 3 3 ( ) 7 7 2 , 4 5 ( 1 1 2 , 9 ) 7 5 1 , 1 9 ( 4 0 4 , 9 1 0 3 3 , 1 ) 8 9 5 , 8 ( 3 3 5 , 5 1 5 7 1 , 7 5 1 2 1 3 , 4 5 2 3 9 , 2 8 2 7 9 , 2 - 0 6 9 , 9 7 0 5 2 , 1 3 ) 4 6 7 , 2 ( 1 7 0 , 0 2 ) 4 5 6 , 4 1 ( 9 6 2 , 7 ) 6 1 2 , 1 ( 4 4 5 , 2 2 ) 0 3 8 , 1 3 1 ( ) 7 9 6 , 9 3 ( ) 5 5 6 , 8 5 2 ( ) 3 8 9 ( 1 0 5 , 1 ) 3 7 1 , 9 5 2 ( ) 7 2 0 , 3 2 ( 7 4 4 , 6 ) 6 8 0 , 1 7 ( 0 5 7 , 4 9 9 5 , 8 ) 4 1 8 , 9 ( 7 7 0 , 8 3 ) 0 5 3 , 5 1 9 ( 8 4 0 , 7 1 0 0 8 , 7 4 2 3 8 9 ) 1 0 5 , 1 ( 8 1 3 , 8 4 2 ) 8 2 2 , 4 7 4 ( ) 1 7 9 , 9 2 ( ) 2 6 4 , 0 3 ( ) 4 8 0 , 1 0 1 ( ) 5 5 3 , 8 7 ( ) 3 9 7 , 1 5 ( ) 3 6 5 , 2 8 1 ( ) 0 7 9 , 5 0 7 ( 1 0 5 , 1 3 ) 0 9 4 , 2 0 3 ( ) 7 8 8 , 4 3 ( - 1 1 4 , 5 4 ) 4 0 5 , 2 6 2 ( - ) 6 ( 8 0 6 - 3 1 3 , 2 - 1 3 8 ) 3 0 2 , 8 3 1 ( ) 8 3 4 , 0 2 ( - 4 6 6 , 9 3 ) 1 8 3 , 8 4 ( - 0 6 8 - 5 3 1 , 1 ) 1 2 3 , 0 2 ( ) 5 5 1 , 5 3 ( ) 0 4 7 , 8 ( ) 1 4 2 , 6 0 2 ( ) 7 4 2 , 1 ( ) 3 2 9 , 3 3 ( ) 5 6 2 , 3 4 ( ) 0 8 9 , 8 3 ( ) 9 5 5 , 4 2 ( ) 7 6 2 , 4 6 ( 3 7 8 , 3 4 9 - 7 0 3 , 3 0 1 0 8 1 , 7 4 0 , 1 9 4 6 , 2 2 9 4 6 , 2 2 0 5 7 , 0 1 5 0 1 5 5 8 , 0 1 - - - 4 8 9 , 3 8 7 ) 3 5 ( 6 2 0 , 3 ) 5 5 9 , 3 ( ) 0 9 4 , 2 0 3 ( 1 7 4 , 8 4 1 ) 1 8 4 , 4 4 5 ( 5 2 3 , 3 9 4 0 5 , 1 ) 2 8 5 , 2 7 1 ( ) 7 8 8 , 4 3 ( - ) 0 9 4 , 2 0 3 ( ) 9 8 4 , 4 7 3 ( ) 9 9 6 , 4 1 ( ) 0 4 7 , 8 ( - - - - - - - - - - - l a t o T e t a r o p r o C % 0 . 0 0 1 l a t o T n a b r u s n a r T I e V R D r e h t O A S U 5 9 4 n a b r u s n a r T s s e r p x E s a t n o h a c o P & m a o R n r e t s a E 1 M e v o C e n a L I e V R D % 0 . 5 7 s e n a L % 5 . 7 6 5 9 8 % 0 . 5 7 W S N l a t o T t s u a l l o T % 0 . 0 0 1 7 M % 0 . 0 5 5 M % 0 . 0 5 r o t u b i r t s D i % 1 . 5 7 l e n n u T % 0 . 0 0 1 2 M s l l i H % 0 . 0 0 1 0 5 7 , 0 1 5 0 5 , 1 6 4 - 7 3 2 , 0 0 1 2 3 5 , 0 9 9 9 5 , 9 6 6 6 9 , 9 5 1 7 1 , 1 4 1 5 0 1 5 5 8 , 0 1 0 5 7 , 5 3 5 5 2 , 7 9 4 4 2 5 , 3 2 4 2 5 , 3 2 1 1 3 , 1 8 4 5 , 1 0 1 2 0 8 , 5 4 3 3 , 6 9 7 5 1 6 5 7 , 9 6 1 4 6 , 1 7 0 6 , 1 6 5 1 3 , 3 6 8 4 , 4 4 1 1 8 9 , 6 7 5 0 , 9 6 3 6 5 8 , 9 6 5 6 , 8 7 6 7 2 , 2 8 7 2 0 , 9 4 2 2 4 , 5 3 0 2 8 , 3 1 1 4 5 9 , 1 1 4 A D T B E I l a n o i t r o p o r P i k n L y t i C % 0 . 0 0 1 0 0 0 $ ' 8 1 6 , 1 7 4 3 0 8 , 4 4 1 2 4 , 6 1 5 r e h t o d n a e e F e u n e v e r l l o T e u n e v e r e u n e v e r l a t o T 2 1 0 2 e n u J 0 3 s e l a W h t u o S w e N a i r o t c i V ) d e u n i t n o c ( t n e m e t a t S e m o c n I l a n o i t r o p o r P - n o i t a m r o f n i t n e m g e S ) d e u n i t n o c ( n o i t a m r o f n i t n e m g e S 2 - 1 3 2 , 8 ) 8 0 5 , 4 7 ( ) 9 0 8 , 4 4 1 ( 8 6 8 , 0 0 2 ) 9 1 3 , 1 1 ( 9 4 5 , 9 8 1 s t e s s a f o t n e m r i a p m I e u n e v e r e s n e p x e t s e r e n t I t s e r e n t I d n a n o i t i a c e r p e D t i f o r p l a n o i t r o p o r P x a t e r o f e b ) s s o l ( n o i t a s i t r o m a t i f e n e b x a t e m o c n I ) e s n e p x e ( t e n l a n o i t r o p o r P ) s s o l ( t i f o r p 83 ANNUAL REPORT 2013 Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 2 Segment information (continued) Other segment information - Proportional income statement Proportional basis of presenting results The CEO and the Executive Committee receive information for assessing the business on an underlying proportional basis reflecting the contribution of individual assets in the proportion of Transurban's equity ownership. The Group's proportional EBITDA result reflects business performance and permits a more appropriate and meaningful analysis of the Group's underlying performance on a comparative basis. This method of presentation differs from the statutory accounting format and has been reconciled below. EBITDA is earnings before interest, taxation, depreciation and amortisation. Segment revenue Revenue from external customers is through toll and fee revenues earned on toll inter-segment revenues. roads. There are no Segment revenue reconciles to total statutory revenue as follows: Total segment revenue (proportional) Add: Revenue attributable to non-controlling interest Less: Revenue of non-controlled assets Construction revenue recognised in accordance with AASB-I 12 Service Concession Arrangements Business development revenue (offset against business development costs for proportional result) Other Total revenue (note 3) 2013 $'000 2012 $'000 1,125,490 1,047,180 25,184 (224,882) 25,022 (208,737) 234,615 265,535 30,031 4,640 1,195,078 19,550 5,934 1,154,484 Interest revenue Interest revenue is earned through bank interest revenue and held to maturity investment interest income. Interest revenue reconciles to total statutory finance income as follows: Total segment interest revenue (proportional) Add: Interest revenue attributable to non-controlling interest Less: Interest revenue of non-controlled assets Total statutory finance income (note 5) 2013 $'000 2012 $'000 111,035 148,471 138 (3,142) 108,031 13,207 (4,648) 157,030 84 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 2 Segment information (continued) Other segment information - Proportional income statement (continued) Reconciliation of proportional EBITDA to statutory profit for the year Proportional EBITDA reconciles to statutory net profit as follows: Proportional EBITDA Add: Proportional EBITDA attributable to non-controlling interest Less: Proportional EBITDA of M5 Less: Proportional EBITDA of M7 Less: Proportional EBITDA of Pocahontas Less: Proportional EBITDA of 495 Express Lanes Less: Proportional EBITDA of Other Transurban DRIVe Statutory profit before depreciation and amortisation, net finance costs, equity accounted investments and tax Statutory net finance costs Statutory depreciation and amortisation Share of net losses of equity accounted investments Income tax benefit Profit for the year 2013 $'000 2012 $'000 827,997 783,984 17,815 (87,828) (84,775) (6,836) 5,441 4,384 16,909 (82,276) (78,656) (6,981) - 3,955 676,198 636,935 (236,968) (312,118) (9,738) 57,167 174,541 (209,994) (301,641) (137,946) 71,204 58,558 85 ANNUAL REPORT 2013l a t o T e t a r o p r o C A S U s e l a W h t u o S w e N 0 0 0 $ ' 0 0 0 $ ' n a b r u s n a r T h t u o S w e N I e V R D 0 0 0 $ ' s e l a W 0 0 0 $ ' l a t o T & m a o R t s u a l l o T 0 0 0 $ ' 7 M 0 0 0 $ ' 5 M 0 0 0 $ ' n r e t s a E 1 M r o t u b i r t s D i 0 0 0 $ ' e n a L e v o C l e n n u T 0 0 0 $ ' 2 M s l l i H 0 0 0 $ ' i k n L y t i C 0 0 0 $ ' a i r o t c V i 3 1 0 2 e n u J 0 3 : s w o l l o f s a s i 2 1 0 2 e n u J 0 3 d n a 3 1 0 2 e n u J 0 3 d e d n e s d o i r e p e h t r o f s t n e m g e s l e b a t r o p e r e h t r o f n o i t a m r o f n i e h T . t e s s a e h t f o n o i t a c o l l i a c s y h p e h t 6 2 6 , 1 7 0 , 0 1 3 1 9 , 1 2 5 7 2 6 , 8 2 2 8 5 3 , 5 4 2 , 6 9 8 7 , 3 6 6 4 6 , 1 3 8 9 5 8 , 4 3 3 1 9 0 , 8 3 8 , 1 1 5 5 , 8 0 6 2 2 4 , 8 6 5 , 2 8 2 7 , 5 7 0 , 3 s t e s s a t n e m g e s l a t o T 6 6 2 , 2 3 5 - 7 2 6 , 8 2 2 9 3 6 , 3 0 3 - 6 6 7 , 1 5 2 6 4 7 , 2 1 4 4 0 8 9 , 4 3 2 9 8 8 - - 9 3 6 , 3 0 3 - - 7 9 1 - 9 3 - - 5 5 8 , 3 3 2 6 9 9 , 3 r e h t o ( s t e s s a t n e r r u c - n o n o t s n o i t i d d A ) x a t d e r r e f e d d n a s t e s s a l i a c n a n i f n a h t t n o i j d n a s e t a c o s s a n i i s t n e m t s e v n I : e d u c n l i s t e s s a t n e m g e s l a t o T i s p h s r e n t r a p e r u t n e v 3 1 0 2 e n u J ) d e u n i t n o c ( 0 3 d e t i l i i m L s g n d o H n a b r u s n a r T s t n e m e t a t s l a i c n a n i f d e t a d i l o s n o c e h t o t s e t o N n o d e s a b d e t a c o l l a e r a s t e s s a e h T i . s s a b d e t a d i l o s n o c y r o t u t a t s a n o d e t n e s e r p s i s t e s s a f o t c e p s e r n i e e t t i m m o C e v i t u c e x E d n a O E C e h t o t i d e d v o r p n o i t a m r o f n i t n e m g e s e h T s t e s s a t n e m g e S - n o i t a m r o f n i t n e m g e S ) d e u n i t n o c ( n o i t a m r o f n i t n e m g e S 2 86 TRANSURBAN 3 1 0 2 e n u J ) d e u n i t n o c ( 0 3 d e t i i l i m L s g n d o H n a b r u s n a r T s t n e m e t a t s l a i c n a n i f d e t a d i l o s n o c e h t o t s e t o N l a t o T e t a r o p r o C A S U s e l a W h t u o S w e N n a b r u s n a r T h t u o S w e N I e V R D 0 0 0 $ ' s e l a W 0 0 0 $ ' l a t o T & m a o R t s u a l l o T 0 0 0 $ ' 7 M 0 0 0 $ ' 5 M 0 0 0 $ ' n r e t s a E 1 M r o t u b i r t s D i 0 0 0 $ ' e n a L e v o C l e n n u T 0 0 0 $ ' 2 M s l l i H 0 0 0 $ ' i k n L y t i C 0 0 0 $ ' a i r o t c V i ) d e u n i t n o c ( s t e s s a t n e m g e S - n o i t a m r o f n i t n e m g e S ) d e u n i t n o c ( n o i t a m r o f n i t n e m g e S 2 2 1 0 2 e n u J 0 3 7 1 9 , 1 0 9 , 9 4 2 3 , 1 7 3 0 0 0 $ ' 0 0 0 $ ' 0 9 1 , 5 3 3 - 1 5 1 , 2 0 3 8 2 8 , 1 3 - - - 7 5 6 , 8 3 1 , 6 8 0 5 , 4 5 7 6 6 , 2 8 7 5 1 9 , 3 4 3 1 2 2 , 4 9 8 , 1 2 8 5 , 3 2 6 4 6 7 , 9 3 4 , 2 6 3 9 , 1 9 3 , 3 s t e s s a t n e m g e s l a t o T 0 9 1 , 5 3 3 - 4 0 4 , 8 4 2 9 7 8 - - - 0 9 1 , 5 3 3 - - - - - - 5 2 5 , 7 4 2 9 1 9 , 1 2 r e h t o ( s t e s s a t n e r r u c - n o n o t s n o i t i d d A ) x a t d e r r e f e d d n a s t e s s a l i a c n a n i f n a h t t n o i j d n a s e t a c o s s a n i i s t n e m t s e v n I : e d u c n l i s t e s s a t n e m g e s l a t o T i s p h s r e n t r a p e r u t n e v 87 ANNUAL REPORT 2013 3 Revenue Toll revenue Fee revenue Other road revenue Total toll, fee and other road revenue Construction revenue Management and business development revenue Other revenue Total business development and other revenue Total revenue Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) Notes 3(a) 3(a) 3(b) 3(c) 3(d) 2013 $'000 2012 $'000 801,172 66,803 18,664 886,639 765,431 61,782 18,983 846,196 265,799 286,258 39,828 2,812 42,640 19,550 2,480 22,030 1,195,078 1,154,484 Toll and fee revenue (a) Toll revenue and associated fees are recognised when the charge is incurred by the user. Other road revenue (b) Other road revenue includes advertising, rental and other associated revenue. Construction revenue (c) Construction revenue is recognised during the construction phase of an intangible asset, and the development of assets for sale to third parties. Management and business development revenue (d) Management and business development revenue relates to the provision of management and development services to related and third parties. 4 Expenses Profit before income tax includes the following specific expenses: Provision for impairment of trade receivables recognised during the year Rental expenses relating to operating leases Employee benefit expense Defined contribution superannuation expense Share based payment expense Provision for maintenance recognised during the year 2013 $'000 2012 $'000 705 3,689 90,662 4,335 6,627 21,930 829 4,157 86,035 4,229 3,131 18,945 88 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 4 Expenses (continued) Concession fees (road operating cost) are attributable to: Hills M2 Motorway M1 Eastern Distributor Depreciation and amortisation expense Road operating cost Corporate cost 5 Net finance costs Finance income Interest income on infrastructure bonds Interest income on held to maturity investments Interest income on bank deposits Total finance income * Finance costs Interest and finance charges paid/payable Interest charges paid/payable on infrastructure bonds * Unwind of discount on liabilities Net foreign exchange losses Total finance costs Net finance costs (*) - The M1 Eastern Distributor infrastructure bonds matured in August 2011. 2013 $'000 2012 $'000 1,676 1,728 3,404 289,739 22,379 312,118 1,476 1,722 3,198 287,073 14,568 301,641 2013 $'000 2012 $'000 - 98,229 9,802 108,031 (327,618) - (17,307) (74) (344,999) 50,129 91,341 15,560 157,030 (338,286) (16,757) (11,911) (70) (367,024) (236,968) (209,994) 89 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 2013 $'000 2012 $'000 1,576 (61,442) 2,699 (57,167) (34,193) (27,249) (61,442) 54,793 (111,748) (14,249) (71,204) (49,544) (62,204) (111,748) 2013 $'000 2012 $'000 117,374 - 35,212 (115,481) 6,285 7,335 2,921 3,862 (59,866) 2,699 (57,167) (12,646) - (3,794) (102,688) 6,349 8,837 41,383 (7,042) (56,955) (14,249) (71,204) (60,207) 83,850 5,936 1,386 7,322 (43,823) 192 (43,631) 6 Income tax benefit Income tax benefit Current tax Deferred tax Under (over) provision in prior years Deferred income tax benefit included in income tax benefit comprises: (Increase) decrease in deferred tax assets (Decrease) increase in deferred tax liabilities (note 13) (note 13) Numerical reconciliation of income tax benefit to prima facie tax payable Profit (loss) before income tax benefit Tax at the Australian tax rate of 30.0% (2012 - 30.0%) Tax effect of amounts which are not deductible (taxable) in calculating taxable income: Trust income not subject to tax Accounting depreciation on non tax depreciable assets Non-deductible interest Equity accounted results Sundry items Under (over) provision in prior years Income tax benefit Tax expense (income) relating to items of other comprehensive income Cash flow hedges (note 20) Foreign currency translation (note 20) 90 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 6 Income tax benefit (continued) Tax consolidation legislation The Transurban Group elected to implement tax consolidation legislation for Transurban Holdings Limited and its wholly owned Australian entities with effect from 1 July 2005. The accounting policy in relation to this legislation is set out in note 1(f). The entities in the Transurban Holdings Limited tax consolidated group entered into a tax sharing agreement (TSA) effective from 29 April 2009. The TSA, in the opinion of the Directors, limits the joint and several liability of the wholly-owned entities in the case of a default by the head entity, Transurban Holdings Limited (THL). The entities in the Transurban Holdings Limited tax consolidated group have also entered into a tax funding agreement (TFA) effective from 1 July 2008. Under the TFA the wholly-owned entities fully compensate THL for any current tax payable assumed and are compensated by THL for any current tax receivable and deferred tax assets relating to tax losses. The funding amounts are determined by reference to the amounts recognised in the wholly-owned entities financial statements. The amount receivable/payable under the TFA are calculated as soon as practicable after the end of the financial year for each wholly-owned entity. THL communicates the funding amount to each wholly-owned entity along with the method of calculation and any other information deemed necessary. 7 Current assets - Cash and cash equivalents Cash at bank and in hand All cash balances are interest bearing. Funds not for general use 2013 $'000 2012 $'000 259,385 259,385 318,148 318,148 The amount shown in Cash at Bank includes $66.2 million not available for general use at 30 June 2013 (2012: $68.0 million). This comprises amounts required to be held under maintenance and funding reserves, and prepaid tolls, which are restricted from general use. 91 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 8 Current assets - Trade and other receivables Trade receivables Provision for impairment of receivables Other receivables Prepayments 2013 $'000 2012 $'000 37,244 (791) 36,453 45,150 6,945 88,548 36,440 (973) 35,467 37,103 5,850 78,420 Provision for impaired trade and other receivables As at 30 June 2013 current trade receivables of the Group with a nominal value of $791,000 (2012: $973,000) were considered impaired and accordingly the Group held a provision for impairment of $791,000 (2012: $973,000). As at 30 June 2013, trade receivables of $6,747,000 (2012: $9,783,000) were past due but not impaired. The ageing of these receivables is as follows: For the year ended 30 June 2013 Trade and other receivables Current (not past due) less than 30 days overdue more than 30 but less than 60 days overdue more than 60 but less than 90 days overdue more than 90 days overdue For the year ended 30 June 2012 Trade and other receivables Current (not past due) less than 30 days overdue more than 30 but less than 60 days overdue more than 60 but less than 90 days overdue more than 90 days overdue Not Impaired $'000 Impaired $'000 Allowance for Doubtful Debts $'000 29,706 5,247 468 77 955 36,453 Not Impaired $'000 Impaired $'000 25,684 9,194 491 88 10 35,467 373 32 51 30 305 791 265 66 50 54 538 973 373 32 51 30 305 791 Allowance for Doubtful Debts $'000 265 66 50 54 538 973 The other classes within trade and other receivables do not contain impaired assets and are not past due. Based on the credit history of these other classes, it is expected that these amounts will be received when due. The Group does not hold any collateral in relation to these receivables. Movements in the provision for impairment of receivables are as follows: 92 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 8 Current assets - Trade and other receivables (continued) Provision for impaired trade and other receivables (continued) At 1 July Provision for impairment recognised during the year Receivables written off during the year as uncollectable Unused amounts reversed At 30 June 2013 $'000 2012 $'000 973 705 (930) 43 791 1,185 829 (1,041) - 973 Amounts charged to the provision are generally written off when there is no expectation of recovering additional cash. When customers travel on a road without a prior arrangement in place, they are issued with an invoice. If this invoice is outstanding for a period of time it is sent to a government enforcement authority and the customers are issued an external fine. These authorities use the full extent of the law to recover the amounts and then pass on an amount collected back to the Group. This is recognised in ‘other revenue’. 9 Equity accounted investments Name of company Westlink M7: WSO Co Pty Limited Westlink Motorway Limited WSO Finance Pty Limited Westlink Motorway Partnership Interlink Roads Pty Ltd (M5 Motorway) Transurban DRIVe Holdings LLC (Transurban DRIVe) Ownership interest 2012 2013 % % Carrying amounts 2012 2013 $'000 $'000 50 50 50 50 50 75 325 50 50 50 50 50 - - - - - - - - 303,639 335,190 75 325 228,627 532,266 - 335,190 93 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 9 Equity accounted investments (continued) Summarised financial information of equity accounted investments Westlink M7 M5 Motorway Transurban DRIVe Total 2013 $'000 2012 $'000 2013 $'000 2012 $'000 2013 $'000 2012 $'000 2013 $'000 2012 $'000 Group's share of assets Current assets Non-current assets Held for sale assets 41,182 927,900 - 969,082 47,130 17,002 947,226 664,066 - 994,356 681,068 - 106,956 326,247 14,612 268,063 168,698 639,482 1,438,341 1,237,305 3,030,307 2,824,013 - 654,094 1,983,543 1,344,261 3,633,693 2,992,711 - 277,139 - 277,139 Group's share of liabilities Current liabilities Non-current liabilities Held for sale liabilities 14,899 12,573 41,176 1,555,660 1,505,536 336,253 - 1,568,233 1,520,435 377,429 - - 58,773 31,569 112,522 36,577 83,045 282,327 1,321,604 1,343,392 3,213,517 3,131,255 - 318,904 1,788,648 1,374,961 3,734,310 3,214,300 - 408,271 - 408,271 Group's share of profit and loss Revenue Expenses Net (loss) before tax Tax benefit (expense) Net profit (loss) Space Movement in carrying amounts Carrying amount 1 July Investments in associates and joint ventures Share of recognised profits / (losses ) after tax Distributions received Movement in exchange rate Movement in reserves Carrying amount at 30 June 106,548 (199,970) (93,422) 12,711 (80,711) - 101,548 100,820 (61,250) 39,570 (21,121) 18,449 - (192,705) (91,157) 20,071 (71,086) - 96,334 (76,930) 19,404 (14,654) 4,750 - 17,514 (75,223) (57,709) 29,522 (28,187) - 10,855 224,882 (352,442) (336,443) (341,587) (111,561) 21,112 (90,449) - 82,932 (258,655) - 208,737 (622,077) (413,340) 88,349 (324,991) - - - - - - - - - 335,190 383,890 - 140,944 335,190 524,834 - - - - - - 50 205,616 17,586 205,616 17,636 18,449 (50,000) 4,750 (53,500) (28,187) - (142,696) - (9,738) (50,000) (137,946) (53,500) - - - - 23,819 27,379 24,162 (39,996) 23,819 27,379 24,162 (39,996) - 303,639 335,190 228,627 - 532,266 335,190 Shares of losses not recognised Balance at 1 July Unrecognised losses for the year Unrecognised other comprehensive incomes for the year Balance at 30 June (412,582) (341,496) (80,711) (71,086) - (493,293) - (412,582) - - - - - - - - (104,525) - (517,107) (341,496) - (115,959) (80,711) (187,045) - (104,525) 11,434 - (104,525) (597,818) 11,434 (517,107) 94 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 9 Equity accounted investments (continued) Summarised financial information of equity accounted investments (continued) Westlink M7 M5 Motorway Transurban DRIVe Total 2013 $'000 2012 $'000 2013 $'000 2012 $'000 2013 $'000 2012 $'000 2013 $'000 2012 $'000 - 185,919 185,919 - 107,836 204,657 - 204,657 107,836 133,112 311,177 - 229,412 133,112 540,589 64,387 419,013 186,554 415,331 250,941 834,344 197,499 391,211 588,710 - - - - - - - - - - - - - - - - Share of expenditure commitments Capital commitments Operating commitments Contingent liabilities Share of contingent liabilities incurred jointly with other investors Westlink M7 Transurban owns a 50 per cent interest in the Westlink Group which holds the concession to design, construct, finance and operate the Westlink M7 Motorway in Sydney for a period of 34 years until February 2037. All were incorporated in Australia. WSO Co Pty Limited is the operator of the Motorway. Westlink Motorway Limited is the nominee manager of the Westlink Motorway Partnership. WSO Finance Pty Limited is the financier of the Motorway. Westlink Motorway Partnership was responsible for the construction of the Motorway. The Motorway opened for operation on 16 December 2005. The Motorway is a fully electronically tolled motorway with distance-based tolling charges. Tolls are escalated or deescalated quarterly by quarterly CPI. Transurban also holds the right to provide tolling and customer management services to the M7. M5 Motorway Transurban holds a 50 per cent ownership interest in the M5 Motorway in Sydney. Tolls are collected on the M5 in both directions, with four toll collection points. The concession for the M5 Motorway extends to December 2026 following completion of the M5 widening when all concession assets will be returned to the NSW State Government. The M5 has two tolling categories, cars and similar vehicles and all other vehicles (for example, trucks and buses). Toll increases for the M5 are based on CPI in $0.50 increments. The M5 is a participant in the NSW State Government Cashback Scheme. Motorists with ETC (Electronic Toll Collection) accounts and driving privately registered vehicles on the M5 are able to claim the full amount of tolls paid (excluding GST) from the NSW State Government. 95 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 9 Equity accounted investments (continued) Transurban DRIVe Transurban owns 75 per cent of Transurban DRIVe Holdings LLC (DRIVe). Whilst Transurban ownership represents greater than half of the voting rights of DRIVe, it does not have power to govern its financial, investing and operating policies and accordingly is accounted for as a jointly controlled entity. A Meeting of Members of DRIVe is required to make decisions in relation to such areas as the legal and financial structure of DRIVe, including distribution policies. 80 per cent or more of the membership interests of those voting is required to pass a decision of the Meeting of Members. Key decisions relating to the operations and financing of DRIVe, such as approval to bid for or dispose of an investment and approval of budgets, are made by Members with member interest of 80 per cent or greater. DRIVe owns 100 per cent of Pocahontas 895, 90 per cent of 495 Express Lanes and 90 per cent of 95 Express Lanes, all located in Virginia, USA. Pocahontas 895 is a 99 year concession ending in June 2105. Tolls are escalated with reference to a prescribed schedule until 2016, thereafter tolls may be increased by the greater of CPI, real GDP or 2.8 per cent. 495 Express Lanes opened for operation on 17 November 2012 and has a 75 year concession period. Tolls are charged on a dynamic basis to manage congestion and average travel speeds. 95 Express Lanes is currently in the construction phase and remains on schedule for completion in late 2014. In June 2013 Transurban DRIVe approved the transfer of Pocahontas 895, in Virginia USA, to the lenders of the asset. Transfer discussions have commenced with the lenders, however the final structure has not yet been agreed. As a result, Pocahontas has been classified as held for sale and a discontinued operation in this note. 10 Non-current assets - Held to maturity investments Term loan notes M5 debt notes Notes 10(a) 10(b) 2013 $'000 2012 $'000 831,646 31,220 862,866 782,667 8,725 791,392 96 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 10 Non-current assets - Held to maturity investments (continued) (a) Term loan notes Term Loan Notes (TLN's) represent Transurban's debt funding contribution to Westlink M7. The fixed maturity date of the TLN's is the earlier of 34 years and the termination of the "Agreement to Lease" between the Roads and Maritime Services (RMS) (formally known as the Roads and Traffic Authority) of New South Wales and Westlink Motorway Limited. The interest rate charged on these notes is 11.93 per cent and any unpaid interest capitalises into additional notes. During the year ended 30 June 2013 the Group capitalised interest of $49.0 million (2012: $58.4 million). (b) M5 debt notes The M5 debt notes are Transurban’s debt funding contribution to the M5 West Widening Project. The fixed maturity date of the notes is 10 years after financial close of the Project. The interest rate charged on these notes is fixed at 5.0 per cent for the first three years following financial close. Impairment and risk exposure None of the held to maturity investments are either past due or impaired. All held-to-maturity investments are denominated in Australian currency. As a result, there is no exposure to foreign currency risk. There is also no exposure to price risk as the investments will be held to maturity. 97 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 11 Derivative financial instruments Current assets Forwards exchange contracts - cash flow hedges Non-current assets Interest rate swap contracts - cash flow hedges Cross-currency interest rate swap contracts - cash flow hedges Forwards exchange contracts - cash flow hedges Total derivative financial instrument assets Current liabilities Interest rate swap contracts - cash flow hedges Forward exchange contracts - cash flow hedges Non-current liabilities Interest rate swap contracts - cash flow hedges Cross-currency interest rate swap contracts - cash flow hedges Total derivative financial instrument liabilities Instruments used by the Group 2013 $'000 2012 $'000 963 963 372 9,016 547 9,935 10,898 7,037 - 7,037 - - 70 - 67 137 137 1,201 114 1,315 221,409 136,463 357,872 279,422 224,594 504,016 364,909 505,331 The Group is party to derivative financial instruments in the normal course of business in order to hedge exposure to fluctuations in interest and foreign exchange rates in accordance with the Group financial risk management policies (refer to note 38). The instruments used by the Group are as follows: Interest rate swap contracts - cash flow hedges The Group uses interest rate swap contracts for hedging purposes to convert variable rate borrowings to fixed. Variable rate borrowings of the Group currently bear an average interest rate of 3.9 per cent (2012: 5.0 per cent). It is policy to protect part or all of the loans from exposure to increasing interest rates. Accordingly, the Group has entered into interest rate swap contracts under which it receives interest at variable rates and pays interest at fixed rates. Interest rate swap contracts currently in place cover 96 per cent (2012: 99 per cent) of long term variable debt excluding working capital facilities. The average all-in rate after hedging on the hedged portion of the Group's variable rate borrowings is 6.6 per cent (2012: 7.1 per cent). 98 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 11 Derivative financial instruments (continued) Instruments used by the Group (continued) Forward exchange contracts - cash flow hedges In order to protect against exchange rate movements, the Group currently uses forward exchange contracts to hedge a portion of the US Private Placement interest (Nov 06 - Tranche C). The portion of the gain or loss on the hedging instrument that is determined to be an effective hedge is recognised in other comprehensive income. Cross-currency interest rate contracts - cash flow hedges The Group has raised fixed rate foreign currency debt through several U.S. Private Placements and a Maple Bond issue. It is the policy of the Group to protect foreign currency facilities from exposures to unfavourable exchange rate movements. Accordingly the Group has entered into cross-currency interest rate swap contracts under which it is obliged to receive foreign currency at fixed rates and pay AUD at either fixed or floating rates. The Group then uses interest rate swap contracts to convert the floating rate commitments back to fixed. 99 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 12 Non-current assets - Property, plant and equipment Equipment, fittings and operating systems $'000 319,675 (142,127) 177,548 177,548 36,616 (1,085) (21,163) 48 191,964 352,392 (160,428) 191,964 191,964 17,152 (72) (29,076) 198 180,166 367,849 (187,683) 180,166 1 July 2011 At Cost Accumulated depreciation Net book amount Year ended 30 June 2012 Opening net book amount Additions Disposals Depreciation charge Movement in foreign exchange rates Closing net book amount 30 June 2012 At Cost Accumulated depreciation Net book amount Year ended 30 June 2013 Opening net book amount Additions Disposals Depreciation charge Movement in foreign exchange rates Closing net book amount 30 June 2013 At Cost Accumulated depreciation Net book amount 100 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 13 Deferred tax assets and liabilities Assets Liabilities Net 2013 $'000 2012 $'000 2013 $'000 2012 $'000 2013 $'000 2012 $'000 2,022 82,015 565,478 2,355 16,801 - 9,249 - 637 90,138 1,712 770,407 (761,260) 9,147 768,809 34,193 (35,520) 115 2,810 770,407 1,384 78,777 531,913 8,027 9,460 - 11,478 - - - - - (963,271) (1,551) (10,166) (8,138) - - - - (992,585) (1,413) (12,621) (6,165) 513 125,658 1,599 (343,422) (64,360) - 768,809 (1,390,908) (756,258) 761,260 12,551 (629,648) (336,817) (93,944) - (1,443,545) 756,258 (687,287) 2,022 82,015 565,478 2,355 (946,470) (1,551) (917) (8,138) (342,785) 25,778 1,712 (620,501) - (620,501) 1,384 78,777 531,913 8,027 (983,125) (1,413) (1,143) (6,165) (336,304) 31,714 1,599 (674,736) - (674,736) 705,755 (1,443,545) 49,544 27,249 12,678 28,198 832 - (1,536,702) 62,204 30,953 - (674,736) 61,442 (7,322) 115 (830,947) 111,748 43,631 832 - (2,810) 768,809 (1,390,908) - (1,443,545) - (620,501) - (674,736) 770,407 770,407 768,809 (1,390,908) 768,809 (1,390,908) (1,443,545) (1,443,545) (620,501) (620,501) (674,736) (674,736) The balance comprises temporary differences attributable to: Accrued expenses Provisions Current and prior year losses Unearned income Fixed Assets/Intangibles Interest receivable Unrealised foreign exchange Prepayments Concession fees and promissory notes Cash flow hedges Other Tax assets/(liabilities) Set-off of tax Net tax assets/(liabilities) Movements: Opening balance at 1 July Credited to the income statement Credited/(charged) to equity Foreign exchange movements Transfer from deferred tax assets/liabilities Closing balance at 30 June Deferred tax assets/(liabilities) to be recovered after more than 12 months The set off of deferred tax assets and liabilities relates to deferred tax balances for Australian domiciled entities that are levied tax by the Australian Taxation Office, and separately, the deferred tax balances for United States domiciled entities that are levied tax by the Internal Revenue Service. 101 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 14 Non-current assets - Intangible assets Goodwill $'000 CityLink $'000 Hills M2 Motorway $'000 M1 Eastern Distributor $'000 M4 Motorway $'000 Lane Cove Tunnel $'000 Assets under construction $'000 Total $'000 260,288 4,679,980 2,517,866 2,153,780 178,788 648,068 220,141 10,658,911 - (1,441,143) (223,652) 260,288 3,238,837 2,000,690 1,930,128 (517,176) 260,288 3,238,837 2,000,690 1,930,128 - - - (52,049) 260,288 3,074,632 1,936,263 1,878,079 - (89,227) 64,180 (139,158) - - - (64,427) - - - - (176,815) 1,973 (21,844) 626,224 - (2,380,630) 220,141 8,278,281 1,973 - - - (307) 1,666 626,224 - - - (24,533) 601,691 220,141 8,278,281 265,535 265,535 (89,227) - (64,180) - (280,474) - 421,496 8,174,115 260,288 4,654,933 2,517,866 2,153,780 178,788 648,068 421,496 10,835,219 - (1,580,301) (275,701) 260,288 3,074,632 1,936,263 1,878,079 (581,603) 260,288 3,074,632 1,936,263 1,878,079 - - (52,050) 260,288 2,935,572 1,871,834 1,826,029 - 2,663 (141,723) - - (64,429) - - - 260,288 4,657,597 2,517,867 2,153,780 (327,751) 260,288 2,935,572 1,871,834 1,826,029 - (1,722,025) (646,033) (177,122) 1,666 (46,377) 601,691 - (2,661,104) 421,496 8,174,115 1,666 - - (307) 1,359 601,691 - - (24,533) 577,158 421,496 8,174,115 234,614 234,614 2,663 - (283,042) - 656,110 8,128,350 178,788 (177,429) 1,359 648,068 (70,910) 577,158 656,110 11,072,498 - (2,944,148) 656,110 8,128,350 1 July 2011 At Cost Accumulation amortisation and impairment Net book amount Year ended 30 June 2012 Opening net book amount Additions Other adjustment (note 17e) Transfers Amortisation charge Closing net book amount Cost Accumulation amortisation and impairment Net book amount Year ended 30 June 2013 Opening net book amount Additions Other adjustment (note 17e) Amortisation charge Closing net book amount 30 June 2013 At Cost Accumulated amortisation Net book amount Goodwill Goodwill relates to the Group's Sydney Network and has arisen from the acquisition of Hills Motorway Group, Tollaust Pty Limited and the Sydney Roads Group. Concession assets The CityLink, Hills M2, Eastern Distributor, M4 Motorway and Lane Cove Tunnel Service Concession Arrangements have been accounted for in accordance with AASB-I 12 and therefore the concession assets have been classified as Intangible Assets. 102 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 14 Non-current assets - Intangible assets (continued) Concession assets (continued) CityLink concession asset Transurban holds the Concession for Melbourne’s CityLink tollway which grants the Group the right to design, build, operate and maintain CityLink for the concession period ending on 14 January 2034 (being 34 years following completion of construction). Transurban has the right to collect tolls from CityLink for the duration of the Concession Arrangement and maintains the tollway to ensure continuous availability for public use. Tolls are escalated in accordance with the maximum allowable increases in the Concession Deed, being a quarterly escalation at the greater of quarterly CPI or 1.1065 per cent (equivalent to an annual escalation rate of 4.5 per cent) for the first 15 years then quarterly by CPI, but no greater than annual CPI plus 2.5 per cent. At the end of the concession period, all concession assets are to be returned to the Victorian State Government. Hills M2 concession asset Transurban has the right to toll the Hills M2 Motorway until 2046 following completion of the M2 widening. The Concession Deed also requires Transurban to maintain the Motorway. Toll increases for the Motorway are based on a maximum toll increase as defined in the Concession Deed, being a quarterly escalation at the greater of quarterly CPI or 1 per cent, subject to integer rounding. At the end of the concession period, all concession assets will be returned to the NSW State Government. M1 Eastern Distributor concession asset Transurban has the right to toll the M1 Eastern Distributor (ED) until 24 July 2048. increases for the ED are based on a maximum toll Toll increase as defined in the Concession Deed, being a quarterly escalation at the greater of a weighted sum of quarterly AWE and quarterly CPI or 1 per cent subject to integer rounding. At the end of the concession period, all concession assets will be returned to the NSW State Government. M4 concession asset Transurban held an investment of 100 per cent in the M4 Motorway in Sydney via the concessionaire, Statewide Roads Limited. The M4 Motorway opened in 1992 and was handed back to the NSW State Government on 15 February 2010. The Group continues to operate and maintain the service centres located on the M4 Motorway. Lane Cove Tunnel Transurban has the right to toll the Lane Cove Tunnel until January 2037. Toll increases for the Lane Cove Tunnel are based the maximum toll increase as defined in the Concession Deed, being a quarterly escalation of CPI. At the end of the concession period, all concession assets will be returned to the NSW State Government. Assets under construction The Group is currently undertaking upgrade works on the Hills M2 Motorway. Construction on the M2 Upgrade commenced in January 2011. This will be transferred to the intangible asset upon completion. Impairment testing of goodwill and other intangible assets Impairment testing The Group tests whether goodwill and other intangible assets have suffered any impairments, in accordance with the accounting policy stated in note 1(i). The recoverable amount of assets and cash-generating units have been determined based on the greater of value-in-use and fair value less cost to sell calculations. These calculations require the use of assumptions regarding traffic flows, discount rates, growth rates and other factors affecting operating activities of cash-generating units. 103 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 14 Non-current assets - Intangible assets (continued) Impairment testing of goodwill and other intangible assets (continued) Key assumptions used for calculating the recoverable amount The Group makes assumptions in calculating the recoverable amount of its cash generating units. These include assumptions around expected traffic flows and forecast operational costs. In performing the calculations the Group has applied a discount rate of 8.2 per cent (2012: 8.8 to 11.0 per cent), representing the implied discount rate applicable to the risk profile of the Group's assets, to discount the forecast future attributable cash flows. In determining future cash flows, the Group has also applied rates of growth to underlying operating assumptions to reflect the expected performance of the assets beyond the budget period in accordance with the respective concessions. The operating costs have been escalated in line with a combination of Consumer Price Index (CPI) and Average Weekly Earnings (AWE) forecasts. A long term CPI rate of 2.5 per cent (2012: 2.5 per cent) and AWE of 4.0 per cent (2012: 4.0 per cent) have been used. 15 Current liabilities - Trade and other payables Trade payables and accruals 16 Borrowings Current Capital Markets debt Working capital facilities Non-current Working capital facilities Capital Markets debt Term debt U.S. Private Placement Syndicated facility Total borrowings 2013 $'000 2012 $'000 105,595 105,595 110,103 110,103 Notes 2013 $'000 2012 $'000 16(a) 16(b) 16(b) 16(a) 16(c) 16(d) 16(e) 250,000 188,256 438,256 97,240 1,048,200 1,504,852 1,249,797 599,146 4,499,235 - - - 58,355 1,276,478 1,412,849 1,142,963 598,752 4,489,397 4,937,491 4,489,397 Description of borrowings - Financing arrangements and credit facilities Credit facilities are provided as part of the overall debt funding structure of the Transurban Group. Each facility is described below. (a) Capital markets debt These facilities comprise the following: 104 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 16 Borrowings (continued) (a) Capital markets debt (continued) • • • $600.0 million credit wrapped floating rate bonds raised in November 2005 with terms of 10 years ($300.0 million) and 12 years ($300.0 million) with interest currently payable at 3.1 per cent and 3.2 per cent respectively at 30 June 2013. These facilities are fully hedged with all-in rates of 7.4 and 5.0 per cent respectively. $250.0 million non-credit wrapped fixed rate bonds raised in March 2010 with a term of four years. Interest is payable at 7.3 per cent. $200.0 million non-credit wrapped fixed rate bonds raised in June 2011 with a term of five years. Interest is payable at 6.8 per cent. The above facilities have deferred borrowing costs of $7.9 million. These facilities are secured by a first ranking charge over the cash flows of the Group. The Group established a US $2 billion secured EMTN program in October 2011. Under the program the Group may from time to time issue notes denominated in any currency. The Group has issued the following notes under the program: • $257.8 million of Canadian dollar denominated ($250.0m CAD) secured fixed rate medium term notes raised in March 2012 with a term of seven years. Interest is payable at 3.4 per cent. This facility is fully hedged with an all-in rate after hedging of 6.7 per cent. The EMTN facility has deferred borrowing costs of $1.7 million. This facility is secured by a first ranking charge over the cash flows of the Group. (b) Working capital facilities The Group has the following facilities in place: • • • • • • $110.0 million facility which is for a term of three years, maturing December 2013. At 30 June 2013, $98.4 million of the facility was drawn. $110.0 million facility which is for a term of three years, maturing December 2013. At 30 June 2013, $89.9 million of the facility was drawn. Letters of credit to the value of $15.5 million have also been issued under this multi-option facility. $100.0 million facility which is for a term of three years, maturing August 2014. At 30 June 2013, $72.7 million of the facility was drawn. $75.0 million facility which is for a term of three years, maturing January 2016. At 30 June 2013, $25.6 million of the facility was drawn. $50.0 million facility which is for a term of three years, maturing January 2016. At 30 June 2013, the facility was undrawn. $75.0 million facility which is for a term of three years, maturing January 2016. At 30 June 2013, the facility was undrawn. These facilities are secured by a first ranking charge over the cash flows of the Group. The facilities have deferred borrowing costs of $1.1 million. (c) Term debt The term debt facilities are comprised of: • • • $520.0 million facility entered into by AMT Management Limited (as trustee for Airport Motorway Trust). The facility has deferred borrowing costs of $3.1 million. $740.0 million facility entered into by Hills Motorway Management Limited (as trustee for Hills Motorway Trust). The facility has deferred borrowing costs of $4.0 million. $260.0 million facility entered into by LCT-MRE Nominees Pty Limited (as trustee for LCT-MRE Trust). The facility has deferred borrowing costs of $1.4 million. 105 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 16 Borrowings (continued) (c) Term debt (continued) The Airport Motorway facility was refinanced in July 2011 and is fully secured against the respective rights of Airport Motorway Limited and Airport Motorway Trust and their assets. The facility is a $520.0 million non-recourse syndicated facility with terms of three years ($295.0 million) and seven years ($225.0 million). The current floating interest rate applicable to the facility is 2.8 per cent (2012: 3.5 per cent). These facilities are currently fully hedged to an all-in rate after hedging of 6.9 per cent. The Hills M2 facility was refinanced in November 2010 and is fully secured against the respective rights of Hills Motorway Limited and Hills Motorway Trust and their assets. The facility is a non-recourse syndicated facility totalling $740.0 million. The financing comprised: the refinancing of $465.0 million of existing debt with terms of four years ($400.0 million), and six years ($65.0 million); and a new construction capex facility of $275.0 million with a term of six years. As at 30 June 2013, $268.4 million was drawn under the construction capex facility. The current floating interest rate applicable to the total facility is 2.9 per cent (2012: 3.7 per cent). The total facility is currently 86 per cent hedged with an all-in rate after hedging of 6.8 per cent. The Lane Cove Tunnel facility was refinanced in June 2013 and is fully secured against the respective rights of LCT-MRE Pty Limited and LCT-MRE Trust and their assets. This facility is a non-recourse syndicated facility with a term of approximately three years. The current floating rate applicable to the facility is 2.9 per cent (2012: 3.6 per cent). The facility is currently fully hedged to an all-in rate after hedging of 6.3 per cent. (d) U.S. private placement The composition of the three US Private Placements is outlined below: Fixed Interest Rate Dec 04 - Tranche A Dec 04 - Tranche B Dec 04 - Tranche C Aug 05 - Tranche A Aug 05 - Tranche B Aug 05 - Tranche C Nov 06 - Tranche A Nov 06 - Tranche B Nov 06 - Tranche C Nov 06 - Tranche D Floating Interest Rate Dec 04 - Tranche D Total US Private Placement Deferred borrowing costs Total Rate 5.02% 5.17% 5.47% 5.04% 5.19% 5.35% 5.71% 5.86% 5.95% 6.06% 3.5% USD $'000 100,000 38,900 108,600 98,000 125,500 156,500 56,980 181,534 162,220 67,392 1,095,626 AUD $'000 Maturity 107,817 Dec 2014 41,941 Dec 2016 117,089 Dec 2019 105,660 Aug 2015 135,310 Aug 2017 168,733 Aug 2020 61,434 Nov 2016 195,724 Nov 2018 174,900 Nov 2021 72,660 Nov 2026 1,181,268 72,000 Dec 2019 72,000 1,253,268 (3,471) 1,249,797 Note that the Dec 04 - Tranche D facility is fully hedged with an all in rate after hedging of 6.7 per cent. These facilities are secured by a first ranking charge over the cash flows of the Group. 106 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 16 Borrowings (continued) (d) U.S. private placement (continued) Hedge of net investment in foreign entity Transurban's investment in Transurban DRIVe Holdings LLC acts as a natural hedge against exposure to foreign currency movements in a portion of the US Private Placement (Nov 06 - Tranche C). Exchange differences arising on the revaluation of the USD debt are recognised in profit or loss in the separate financial report of Transurban Finance Company Pty Limited. In the consolidated financial report, such exchange differences are recognised initially in a separate component of equity and will be recognised in the profit or loss on disposal of the net foreign investment. As at 30 June 2013, the Group has deferred $29.7 million in gains (2012: $45.4 million). (e) Syndicated facility These facilities, established in August 2007 and December 2011, comprise syndicated bank debt issued by Transurban Finance Company Pty Limited. At 30 June 2013, the following amounts were drawn: • • • • $215.0 million which is for a term of circa three years, maturing February 2015. $160.0 million which is for a term of circa five years, maturing February 2017. $100.0 million which is for a term of seven years, maturing August 2014. $125.0 million which is for a term of ten years, maturing August 2017. Applicable interest rates ranging between 3.5 and 4.8 per cent. These facilities are fully hedged with an all-in rate after hedging of 6.2 per cent. These facilities have deferred borrowing costs of $0.9 million and are secured by a first ranking charge over the cash flows of the Group. Letters of credit and corporate credit facilities The Group has a $50 million letter of credit facility which is for a term of 3 years, maturing December 2013. As at 30 June 2013, letters of credit to the value of $29.4 million have been issued under this facility. Additionally, letters of credit to the value of $15.5 million have been issued under a multi-option facility (refer to note 16(b)). All letters of credit are currently undrawn and therefore no liability has been recorded. A $6.6 million general credit facility is in place covering corporate requirements including letters of credit, credit card facilities, online banking and an overdraft facility. As at 30 June 2013, $5.3 million of bank guarantees have been issued which are currently undrawn and therefore no liabilities have been recorded. The 364 day facility matures June 2014. 107 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 16 Borrowings (continued) Covenants The Group's consolidated borrowings have the following Interest Coverage Ratio (ICR) covenants: • • CityLink - ICR greater than 1.1 times Group - ICR greater than 1.25 times In addition, the Group has a market capitalisation based clause where gearing must not exceed 60 per cent. Based on the balance sheet as at 30 June 2013, the Group's security price would need to close below $2.24 per Security for 20 consecutive business days to trigger this clause. In addition, the non-recourse debt at M1 Eastern Distributor, Hills M2 Motorway and Lane Cove Tunnel has the following covenants: M1 Eastern Distributor - ICR greater than 1.2 times Hills M2 Motorway - ICR greater than 1.2 times Lane Cove Tunnel - ICR greater than 1.15 times • • • x 17 Provisions Current Employee benefits Onerous lease and restructuring provision Distribution to security holders Distribution to non-controlling interests in subsidiaries Maintenance provision Non-current Employee benefits Maintenance provision Provision for contingent consideration Notes 2013 $'000 2012 $'000 17(a) 17(b) 17(c) 17(c) 17(d) 17(a) 17(d) 17(e) 23,201 4,305 229,696 32,963 44,248 334,413 2,303 185,026 15,034 202,363 18,119 1,560 218,798 28,065 26,943 293,485 5,602 175,782 12,371 193,755 Total provisions 536,776 487,240 108 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 17 Provisions (continued) Movements in provisions Movements in each class of provision during the financial year, other than employee benefits, are set out below: Current Non-current Onerous lease and restructuring provision $'000 Distribution to security holders $'000 Distributions to non-controlling interest in subsidiaries $'000 Current maintenance provision $'000 Non-current maintenance provision $'000 Provision for contingent consideration $'000 1,560 218,798 28,065 26,943 175,782 12,371 3,047 (456) 456,315 (445,417) 154 - - 4,305 - - - 229,696 14,758 (9,860) - - - 32,963 21,930 (9,093) - - 4,468 44,248 - - - 13,712 (4,468) 185,026 2,663 - - - - 15,034 2013 Consolidated - Balance at 1 July Additional provision recognised Amounts paid/utilised Movements in foreign exchange rates Unwinding of discount Transfer Balance at 30 June (a) Employee benefits Employee benefits relate to the provision for annual leave, bonuses, long service leave and cash settled long term incentives. (b) Onerous lease and restructuring provision An onerous lease is recognised when the Group has lease commitments on property no longer used. A restructuring provision is recognised when the Group has a detailed formal plan for restructuring. (c) Distribution to security holders and non-controlling interests These distributions are provided for once approved by the board and are announced to equity holders. (d) Maintenance provision A maintenance provision is recognised for the present value of the Group's obligations to maintain the tolling assets as required under the Service Concession Arrangements. (e) Provision for contingent consideration As part of the M1 CityLink Upgrade project agreement with the Victorian State Government, Transurban agreed to share any increased toll revenue resulting from the upgrade once the agreed investment and future operating costs for the new Southern Link Upgrade section are recovered. The payment will represent 50 per cent of the present value of this increased revenue. Actual toll revenue for the third full financial year post construction completion is extrapolated to the end of the CityLink concession to determine the payment amount. The payment is due 90 days following the calculation date (30 June 2014). A provision and corresponding intangible asset have been recognised for the potential obligation to pay the State. 109 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) Notes 2013 $'000 2012 $'000 18(a) 18(b) 18(c) 63,132 6,060 2,681 71,873 58,297 1,404 657 60,358 59,976 12,694 581 73,251 51,072 1,984 617 53,673 132,231 126,924 18 Other liabilities Current Prepaid tolls Unearned income Other Non-current Concession and promissory notes Lease incentive Other Total other liabilities (a) Prepaid tolls Prepaid tolls represent amounts received from customers and held on deposit until the charge is incurred by the user. (b) Unearned income Unearned income represents amounts received in advance and will be recognised when the income is earned. (c) Concession and promissory notes M1 Eastern Distributor The Eastern Distributor Project Deed between Airport Motorway Limited, Airport Motorway Trust and the Roads and Maritime Services (RMS) provides for annual concession fees of $15.0 million during the construction phase and for the first 24 years after construction completion of the M1 Eastern Distributor. Until a certain threshold return is achieved, payments of concession fees due under the Project Deed will be satisfied by means of the issue of non-interest bearing Concession Notes. Concession Notes are recognised at the present value of expected future repayments. As the timing and profile of these repayments is largely determined by the available equity cash flows of the motorway, the present value of the expected future repayments is determined using a discount rate of 12 per cent which recognises their subordinate nature. The face value of Concession Notes on issue at 30 June 2013 is $240.0 million (2012: $225.0 million). The net present value at 30 June 2013 of the redemption payments relating to these Concession Notes is $35.4 million (2012: $30.7 million). 110 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 18 Other liabilities (continued) (c) Concession and promissory notes (continued) M2 Motorway The Hills Motorway Trust has entered into leases with the Roads and Maritime Services of New South Wales (RMS). Annual lease liabilities under these leases total $7.0 million, indexed annually to the Consumer Price index over the estimated period that the M2 Motorway will be used. Until such time as a threshold return is achieved, payments under these leases can be made at any time at the discretion of the trustee of the Hills Motorway, by means of the issue of non-interest bearing Promissory Notes to the RMS. Promissory Notes are recognised at the present value of expected future repayments. As the timing and profile of these repayments is largely determined by the available equity cash flows of the M2 Motorway, the present value of the expected future repayments is determined using a discount rate of 12 per cent which recognises their subordinated nature. The face value of Promissory Notes on issue at 30 June 2013 is $147.6 million (2012: $136.9 million). The net present value at 30 June 2013 of the redemption payments relating to these Promissory Notes is $22.9 million (2012: $20.3 million). 19 Contributed equity Share capital Fully paid stapled securities Fully paid stapled securities 2013 $'000 2012 $'000 7,975,953 7,975,953 7,847,912 7,847,912 2013 Number '000 2012 Number '000 1,481,595 1,481,595 1,458,321 1,458,321 Stapled securities The number of stapled securities on issue is 1,481,594,818 (2012: 1,458,321,154). Stapled securities entitle the holder to participate in distributions and on winding up of the Group in proportion to the number of and amounts paid on the securities held. On a show of hands every holder of stapled securities present at a meeting in person or by proxy, is entitled to one vote. Capital risk management The Group is subject to a gearing ratio covenant imposed by senior secured lenders. The Group monitors capital on the basis of the gearing ratio to ensure compliance with the covenant. There have been no breaches of the covenant. For further information refer to note 16. 111 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 19 Contributed equity (continued) Capital risk management (continued) The Group's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can continue to provide returns to shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of distributions paid to shareholders, return capital to shareholders, issue new securities or sell assets to reduce debt. Movements in ordinary share capital: Opening balance at 1 July 2011 Distribution reinvestment plan Disposal and vesting of treasury securities Transfer vesting portion of LTI from share-based payment reserve Purchase of Performance Rights Plan units Less: Amounts attributable to Transurban International Limited Closing balance at 30 June 2012 Opening balance at 1 July 2012 Distribution reinvestment plan Transfer vesting portion of LTI from share-based payment reserve Purchase of Performance Awards Plan units Placement to Unisuper Limited Deferred Short Term Incentives issued Less: Amounts attributable to Transurban International Limited Closing balance at 30 June 2013 Notes 19(a) 19(b) 19(c) 19(a) 19(d) 19(e) 19(c) Number of units $'000 Consolidated $'000 1,443,193 14,162 351 7,772,117 76,001 1,640 615 - 4,051 (2,496) - 1,458,321 (3,401) 7,847,912 1,458,321 5,809 7,847,912 34,567 715 - 16,260 490 2,972 (1,336) 100,000 2,784 - 1,481,595 (10,946) 7,975,953 (a) Distribution reinvestment plan The Transurban Group has established a distribution reinvestment plan under which holders of stapled securities may elect to have all or part of their distribution entitlements satisfied by the issue of new stapled securities rather than by cash. (b) Treasury securities Stapled securities were issued to executives under share based payment plans. The securities were held by the executive but vested in the executive in accordance with the terms of the plans. The acquired securities could not be transferred or sold prior to vesting date. On forfeit, the securities were sold on market. 112 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 19 Contributed equity (continued) (c) Non-controlling interest - Transurban International Limited THL has been identified as the parent entity of the post-date of transition stapling arrangement of THL, THT and TIL. AASB Interpretation 1002 requires the equity of TIL to be classified as a non-controlling interest. (d) Placement to Unisuper Limited On 7 January 2013 Transurban issued 16,260,163 ordinary stapled securities under a placement to Unisuper Limited (as trustee of the superannuation fund known as UniSuper). (e) Deferred Short Term Incentives Mandatory STI deferral of a portion of the overall STI award, as detailed in the Remuneration Report, was introduced for the CEO and other Senior Executives in the year ended 30 June 2012. For Australian Senior Executives deferral is into securities. 20 Reserves and accumulated losses Reserves Cash flow hedges Share-based payments Foreign currency translation Transactions with non-controlling interests Movements: Cash flow hedges Balance 1 July Revaluation - gross Deferred tax Transfer to net profit Amount attributable to non-controlling interest Movement in equity accounted investment's reserve Movement in equity accounted investment's reserve attributable to non-controlling interest Balance 30 June Share-based payments Balance 1 July Employee share plan expense Transfer vesting portion of LTI to contributed equity Transfer non-vesting portion of LTI to retained earnings Deferred short term incentives Amount attributable to non-controlling interests Balance 30 June 2013 $'000 2012 $'000 (94,723) 6,114 (9,410) (6,118) (104,137) (129,119) 8,200 (12,294) (5,127) (138,340) (129,119) 42,112 (5,936) 457 (2,237) 27,379 (27,379) (94,723) 8,200 6,627 (6,160) - (2,786) 233 6,114 34,560 (219,648) 43,823 5,048 7,098 (39,996) 39,996 (129,119) 10,188 3,131 (4,966) (153) - - 8,200 113 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 20 Reserves and accumulated losses (continued) Reserves (continued) Foreign currency translation Balance 1 July Currency translation differences arising during the year Deferred tax (note 13) Currency translation differences arising during the year attributable to non-controlling interest Balance 30 June Transactions with non-controlling interests Balance 1 July Acquisition of additional ownership in subsidiary (note 27) Balance 30 June Accumulated losses Movements in (accumulated losses) were as follows: 1 July Balance Profit attributable to ordinary equity holders of the stapled group Distributions to ordinary security holders Transfer of loss attributable to non-controlling interest - Transurban International Limited Transfer non-vesting portion of LTI from share-based payment reserve Balance 30 June (12,294) (21,681) (1,386) 25,951 (9,410) (5,127) (991) (6,118) (13,160) 13,172 (192) (12,114) (12,294) (5,127) - (5,127) 2013 $'000 2012 $'000 (4,232,045) 171,706 (456,316) 47,198 - (4,469,457) (4,085,426) 54,905 (429,203) 227,526 153 (4,232,045) Nature and purpose of reserves Cash flow hedges The cash flow hedges reserve is used to record gains or losses on a hedging instrument in a cash flow hedge that are recognised in other comprehensive income, as described in note 1(l). Amounts are reclassified to profit or loss when the associated hedged transaction affects profit or loss. Share-based payments The share-based payments reserve is used to recognise the fair value of long-term incentives issued but not exercised. Foreign currency translation Exchange differences arising on translation of foreign controlled entities are recognised in other comprehensive income as described in note 1(d) and accumulated in this reserve within equity. Transactions with non-controlling interests The transactions with non-controlling interests reserve was created as a result of the acquisition of an additional 3.75 per cent of the Airport Motorway Group during a prior year, and the acquisition of the remainder of Statewide Roads Limited and Devome Pty Limited in the current year, as the Group uses the economic entity approach to transactions with non-controlling interests. 114 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 21 Distributions Distribution payable Final distribution for 2013 financial year payable and recognised as a liability: 15.5 cents (2012: 15.0 cents) per fully paid Stapled Security payable 14 August 2013 Fully franked (2012: fully franked) final dividend based on tax paid at 30% - 3.5 cents (2012: 3.5 cents) per fully paid Stapled Security Unfranked final distribution - 12.0 cents (2012: 11.5 cents) per fully paid Stapled Security Distributions paid during the year Final distribution for 2012 financial year of 15.0 cents (2011: 14.0 cents) per fully paid stapled security paid 14 August 2012 Fully franked dividend based on tax paid at 30% - 3.5 cents (2011: 0.0 cents) per fully paid Stapled Security Unfranked distribution - 11.5 cents (2011: 14.0 cents) per fully paid Stapled Security Interim distribution for 2013 financial year of 15.5 cents (2012: 14.5 cents) per fully paid Stapled Security paid 14 February 2013 Fully franked (2012: fully franked) dividend based on tax paid at 30% - 3.5 cents (2012: 3.5 cents) per fully paid Stapled Security Unfranked distribution - 12.0 cents (2012: 11.0 cents) per fully paid Stapled Security Total distributions paid during the year Distributions paid in cash or satisfied by the issue of Stapled Securities under the distribution reinvestment plan during the and ended year 2012 Paid in cash Satisfied by issue of Stapled Securities Funds available to future distribution reinvestment plans 30 June 2013 2013 $'000 2012 $'000 51,856 177,791 229,647 51,041 167,707 218,748 51,041 167,707 218,748 - 202,096 202,096 51,183 175,486 226,669 50,801 159,654 210,455 445,417 412,551 410,848 34,567 2 445,417 336,549 76,001 1 412,551 115 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 21 Distributions (continued) Distribution policy and free cash calculation The Group's distribution policy is to align distributions with free cash from operations. The Group calculates free cash as follows: Cash flows from operating activities Less Westlink M7 Term Loan Note interest received Add back payments for maintenance and intangibles Less cash flows from operating activities - M1 Eastern Distributor and M4 Controlled cash Add dividends and distributions received M1 Easter Distributor M4 Statewide roads M5 Interlink Westlink M7 Term Loan Note interest Less allowance for maintenance of capital expenditure for CityLink, Hills M2 and Lane Cove Tunnel and e-Tag expenditure Free cash Weighted average securities on issue (millions) Underlying free cash per security (cents) - weighted average securities Free cash per security (cents) - weighted average securities Securities on issue (millions) Underlying free cash per security (cents) - securities on issue Free cash per security (cents) - securities on issue Franking credits 2013 $'000 2012 $'000 411,335 (46,367) 9,573 374,541 (38,660) 335,881 29,740 - 50,000 46,366 (18,702) 443,285 1,470 30.1 30.1 1,482 29.9 29.9 373,243 (30,866) 27,731 370,108 (45,406) 324,702 43,183 354 53,500 30,866 (19,208) 433,397 1,453 29.8 29.8 1,458 29.7 29.7 Franking credits available for subsequent reporting periods based on a tax rate of 30.0% (2012 - 30.0%) 306,624 319,886 116 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 22 Remuneration of auditors During the year the following fees were paid or payable for services provided by the auditor of the parent entity and its related practices: Amounts received or due and receivable by PricewaterhouseCoopers Audit and other assurance services Audit and review of financial reports Other assurance services Total remuneration for PricewaterhouseCoopers Total auditors' remuneration 23 Contingencies Contingent liabilities 2013 $ 2012 $ 1,100,000 124,800 1,224,800 1,100,000 189,300 1,289,300 1,224,800 1,289,300 The Group and parent entity had contingent liabilities at 30 June 2013 in respect of: Equity guarantee Subsidiaries of Transurban DRIVe Holdings LLC (DRIVe), a related party of the Group, hold concession agreements with The Commonwealth of Virginia to construct and operate High Occupancy Toll (HOT) lanes on the 495 Express Lanes and 95 Express Lanes. The 495 Express Lanes opened for operation on 17 November 2012. The 95 Express Lanes project is currently in the construction phase. Construction is expected to be complete in late 2014. On 31 July 2012, the Transurban Group, through the entities in the triple staple, being Transurban Holdings Limited, Transurban International Limited and Transurban Infrastructure Management Limited (as responsible entity of the Transurban Holding Trust), entered into an agreement with 95 Express Lanes LLC, a subsidiary of DRIVe, the Virginia Department of Transportation and US Bank NA to provide an Equity Funding Guaranty (the Guarantee) over all of DRIVe’s equity obligations associated with funding the equity contributions to the 95 Express Lane project. The Group owns 75 per cent of the equity of DRIVe and recognises this investment in the consolidated financial statements using the equity method of accounting. DRIVe holds 90 per cent of the equity in 495 Express Lanes and 95 Express Lanes and, from time to time, is required to make equity contributions to fund the equity component of the 495 and 95 Express Lanes project costs. The total equity contribution DRIVe is obliged to make to 495 Express Lanes is US$313,825,757, of which the total payment had been paid at balance sheet date. The total contribution DRIVE is obliged to make to 95 Express Lanes is US$252,336,549 of which US$151,204,854 had been paid at balance sheet date. In accordance with the DRIVe LLC Agreement, should a DRIVe member default on any capital calls, the Transurban Group has the right to acquire their share of DRIVe at a 50 per cent discount to its fair value. As such in the instance of the Guarantee being called, the Transurban Group may exercise its right to the interest in DRIVe at a discounted value. 117 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 23 Contingencies (continued) Contingent assets DRIVe capital sum As a part of the establishment of DRIVe, DRIVe agreed to make a "capital sum" compensation payment to Transurban for contributing to DRIVe the right to negotiate the 495 Express Lanes and 95 Express Lanes. The fee is payable to Transurban if the pre-financing/pre-tax net present value of 495 Express Lanes or 95 Express Lanes is positive as at financial close, when calculated three years after the completion of construction. Receipt of the capital sum is contingent on the projects achieving positive net present value at the strike date, and as such this amount has not been recognised on the balance sheet. Due to uncertainty associated with the amount and timing of the potential receipt, an asset has not been recognised. 24 Intra-group Guarantees As at 30 June 2013, the Transurban Group comprises Transurban Holdings Limited, Transurban Holding Trust and Transurban International Limited, traded and quoted on the ASX as one triple stapled security. Under the stapling arrangement, each entity directly and/or indirectly supports each entity and its controlled entities within the Group on a continual basis. 25 Commitments Capital commitments Capital expenditure contracted for at the reporting date but not recognised as liabilities is as follows: Property, plant and equipment payable: Within one year Operating commitments payable: Within one year Later than one year but not later than five years Later than five years Intangible assets payable: Within one year Later than one year but not later than five years 2013 $'000 2012 $'000 - - 3,457 3,457 58,377 109,472 294,701 462,550 62,103 972 63,075 38,590 75,912 312,573 427,075 155,361 14,213 169,574 118 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 25 Commitments (continued) Lease commitments Commitments in relation to leases contracted for at the reporting date but not recognised as liabilities, payable: Within one year Later than one year but not later than five years Later than five years Sub-lease payments Future minimum lease payments expected to be received in relation to non-cancellable sub-leases of operating leases 2013 $'000 2012 $'000 3,987 9,284 418 13,689 4,059 12,812 496 17,367 - - 428 428 Promissory Notes Hills Motorway Management limited, as trustee of the Hills Motorway Trust, has entered into an agreement with the Roads and Maritime Services of New South Wales (RMS). Annual liabilities under this agreement total $7.0 million indexed annually to the Consumer Price Index over the estimated period that the M2 Motorway will be used. Until such time as a threshold return is achieved, payments under this agreement can be made at the discretion of the Responsible Entity, by means of the issue of non-interest bearing promissory notes to the RMS. For further information refer to note 18. Concession Notes The Eastern Distributor Project Deed between Airport Motorway Limited, Airport Motorway Trust and the RMS provides for annual concession fees of $15.0 million during the construction phase and for the first 24 years after the construction completion date of the Eastern Distributor. Other operating leases The Group leases various offices under non-cancellable operating leases expiring within one to eleven years. The leases have varying terms, escalating clauses and renewal rights. On renewal, the terms of the leases are renegotiated. 119 ANNUAL REPORT 201326 Related party transactions Transactions with associates The following transactions occurred with related parties: Revenue from services Operating electronic tolling system for Westlink M7 Interest earned Term Loan Notes M5 debt notes Transactions with joint venture The following transactions occurred with joint ventures: Revenue from services Management and business development fees Loans to/from joint ventures Receivable from joint venture Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 2013 $ 2012 $ 4,673,503 8,451,418 97,385,914 842,738 98,228,652 91,328,563 11,952 91,340,515 2013 $ 2012 $ 39,828,413 19,550,291 2013 $ 2012 $ 5,786,612 3,423,016 120 TRANSURBAN26 Related party transactions (continued) Loans to/from associates Term loan notes Beginning of the year Net interest capitalised End of the year M5 debt notes Beginning of the year Amount paid End of the year Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 2013 $ 2012 $ 782,667,047 48,978,572 831,645,619 724,225,296 58,441,751 782,667,047 8,724,600 22,495,031 31,219,631 - 8,724,600 8,724,600 No provision for doubtful debts has been raised in relation to any outstanding balances, and no expense has been recognised in respect of bad or doubtful debts from related parties. Transactions with Director related parties Refer to note 35 for Director related party transactions. Term loan notes The Term Loan Notes (TLN) earn interest at a fixed rate of 11.93 per cent until the earlier of 34 years and the termination of the Agreement to Lease between the RMS and Westlink Motorway Limited. Any unpaid interest is capitalised and deemed to subscribe for further loan notes with an aggregate principal amount equal to that unpaid interest. The TLN are classified as a held-to-maturity receivable. It is not classified as an investment for equity accounting purposes, and therefore has not been affected by equity accounting losses from the associate. M5 debt notes The M5 debt notes are Transurban’s debt funding contribution to the M5 West Widening Project. The fixed maturity date of the notes is 10 years after financial close of the Project. The interest rate charged on these notes is fixed at 5.0 per cent for the first three years following financial close. 121 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 27 Subsidiaries and transactions with non-controlling interests (a) Investments in subsidiaries The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 1(b): Name of entity Country of incorporation Class of shares Equity holding 2013 % 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia USA USA USA USA Australia CityLink Trust CityLink Melbourne Limited City Link Extension Pty Limited Transurban Infrastructure Management Limited Transurban Limited Transurban Collateral Security Pty Limited Transurban Finance Trust Transurban Finance Company Pty Limited Transurban Nominees Pty Limited Transurban Nominees 2 Pty Limited Transurban WSO Pty Limited Transurban AL Trust Transurban CARS Trust Transurban WSO Trust Roam Tolling Pty Limited Transurban Retail Pty Limited Transurban (USA) Holdings No.1 Pty Limited Transurban (USA) Holdings No.2 Pty Limited Transurban (USA) Holdings No.3 Pty Limited Transurban Asset Management Pty Limited Transurban Operations Pty Limited Transurban Investments Pty Limited The Hills Motorway Limited Hills Motorway Management Limited Hills Motorway Construction Company Pty Limited Hills Motorway Underwriting No.1 Pty Limited Hills Motorway Trust LMI WSO Holding No.2 Pty Limited Abigroup WSO Holding No.2 Pty Limited Abigroup Westlink Partner Holding No.4 Pty Limited Abigroup Westlink Partner No.4 Pty Limited Abigroup WSO Holding No.4 Pty Limited Abigroup Westlink Partner Holding No.2 Pty Limited Abigroup Westlink Partner No.2 Pty Limited LMI Westlink Partner Holding No.4 Pty Limited LMI Westlink Partner No.4 Pty Limited LMI WSO Holding No.4 Pty Limited LMI Westlink Partner Holding No.2 Pty Limited LMI Westlink Partner No.2 Pty Limited Tollaust Pty Limited Transurban (USA) Inc. Transurban (USA) Holdings Inc. Transurban (USA) Operations Inc. Transurban (895) General Partnership T (895) Finance Trust 122 2012 % 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) Equity holding 2012 % 27 Subsidiaries and transactions with non-controlling interests (continued) Name of entity Country of incorporation Class of shares Transurban International Holdings Limited Transurban DRIVe Management LLC Sydney Roads Limited Sydney Roads Trust Sydney Roads Management Limited Airport Motorway Trust Airport Motorway Holdings Pty Limited Airport Motorway Limited Airport Motorway Construction Company Pty Limited AMT Management Limited M5 Holdings Funding Trust M5 Holdings Pty Limited M4 Holdings No.1 Pty Limited Devome Pty Limited Statewide Roads Limited SWR Services Pty Limited Statewide Roads (M4) Pty Limited SWR Operations Pty Limited SWR Properties Pty Limited Statewide Roads (M2) Pty Limited LCT-MRE Pty Limited LCT-MRE Nominees Pty Limited LCT-MRE Trust LCT-MRE Holdings Trust LCT-MRE Holdings Pty Limited LCT-MRE No.1 Pty Limited (b) Transactions with non-controlling interests 2013 % 100 100 100 100 100 75.1 75.1 75.1 75.1 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Australia USA Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia 100 100 100 100 100 75.1 75.1 75.1 75.1 100 100 100 100 75 50.61 50.61 50.61 50.61 50.61 50.61 100 100 100 100 100 100 On 2 May 2013, M4 Holdings No.1 Pty Limited, a wholly owned subsidiary of Transurban Holdings Limited, acquired all remaining shares in Devome Pty Limited and Statewide Roads Limited, for consideration of $3,231,582. The effect of changes in the ownership of Devome Pty Limited and Statewide Roads Limited on the equity attributable to owners of Transurban Holdings Limited during the year is summarised as follows: 2013 $'000 2012 $'000 Carrying amount of non-controlling interests acquired Consideration paid to non-controlling interests Excess of consideration paid recognised in the transactions with non-controlling interests reserve within equity 2,241 (3,232) (991) - - - There were no transactions with non-controlling interests in 2012. 123 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 28 Parent entity financial information Summary financial information The individual financial statements for the parent entity show the following aggregate amounts: Balance sheet Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Net assets Shareholders' equity Contributed equity Reserves Retained earnings Profit for the year Total comprehensive income Guarantees entered into by the parent entity 2013 $'000 2012 $'000 993,983 350,222 2,381,241 2,359,945 3,375,224 2,710,167 183,566 154,357 2,306,762 1,906,487 2,490,328 2,060,844 884,896 (2,654,688) 649,323 (1,947,969) 640,294 1,582 243,020 884,896 306,743 306,743 607,190 2,152 39,981 649,323 72,591 72,591 There are cross guarantees given by Transurban Holdings Limited, Transurban Limited, Tollaust Pty Limited, Roam Tolling Pty Limited, Sydney Roads Limited, Sydney Roads Management Limited, Statewide Roads Limited and M5 Holdings Pty Limited as described in note 29. Contingent liabilities of the parent entity For details of contingent liabilities of the parent entity, refer to note 23. 124 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 29 Deed of cross guarantee Transurban Holdings Limited, Transurban Limited, Tollaust Pty Limited, Roam Tolling Pty Limited, Sydney Roads Limited, Sydney Roads Management Limited, Statewide Roads Limited and M5 Holdings Pty Limited are party to a deed of cross guarantee under which each company guarantees the debts of the others. By entering into the deed, the wholly-owned entities have been relieved from the requirement to prepare a financial report and Directors’ report under Class Order 98/1418 (as amended) issued by the Australian Securities and Investments Commission. Consolidated income movements in consolidated retained earnings statement, consolidated statement of comprehensive income and summary of The above companies represent a 'closed group' for the purposes of the Class Order, and as there are no other parties to the deed of cross guarantee that are controlled by Transurban Holdings Limited, they also represent the 'extended closed group'. Set out below is a consolidated income statement and a summary of movements in consolidated retained earnings for the years ended 30 June 2013 and 30 June 2012 for the parties to the deed of the cross guarantee. Income statement Revenue Operating costs Depreciation and amortisation expense Net finance costs Loss before income tax Income tax benefit Loss for the year Statement of comprehensive income Profit (loss) for the Other comprehensive income for the Total comprehensive income for the year year year, net of tax consolidated Summary of movements in Accumulated losses at the beginning of the Profit (loss) for the year Transfer of non-vesting portion of LTI from share-based payment reserve Dividends provided for or paid Adjustment for opening retained earnings of entities that joined the 'closed group' Retained earnings at the end of the retained earnings financial year financial year 2013 $'000 2012 $'000 173,424 (115,060) (23,107) (131,648) (96,391) 40,536 (55,855) 115,999 (101,266) (15,223) (114,248) (114,738) 34,660 (80,078) (55,855) - (55,855) (80,078) - (80,078) (320,075) (55,855) - (103,034) 797 (478,167) (138,264) (80,078) 109 (101,842) - (320,075) 125 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 29 Deed of cross guarantee (continued) Consolidated balance sheet Set out below is a consolidated balance sheet as at 30 June 2013 and 30 June 2012 for the parties to the deed of cross guarantee. Current assets Cash and cash equivalents Trade and other receivables Total current assets Non-current assets Other financial assets Property, plant and equipment Deferred tax assets Total non-current assets Total assets Current liabilities Trade and other payables Provisions Total current liabilities Non-current liabilities Payables Deferred tax liabilities Provisions Total non-current liabilities Total liabilities Net assets Equity Contributed equity Other reserves Retained earnings Total equity 2013 $'000 2012 $'000 55,326 585,452 640,778 33,421 387,894 421,315 1,560,274 167,638 564,834 2,292,746 1,520,031 177,176 536,066 2,233,273 2,933,524 2,654,588 1,338,761 64,814 1,403,575 1,540,926 63,815 1,604,741 1,319,887 35,569 10,324 1,365,780 719,961 33,032 7,586 760,579 2,769,355 2,365,320 164,169 289,268 640,754 1,582 (478,167) 164,169 607,190 2,153 (320,075) 289,268 Under the stapling arrangement, each entity directly and/or indirectly supports each entity and its controlled entities within the Transurban Group on a continual basis. During the year, Statewide Roads Limited joined the closed group. 126 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 30 Events occurring after the reporting period There are no unusual matters or circumstances that have arisen since the end of the financial year that have significantly affected or may significantly affect the operations of the Group, the results of those operations or the state of affairs of the Group in subsequent financial years. 31 Reconciliation of profit after income tax to net cash inflow from operating activities Profit for the year Depreciation and amortisation Non-cash share-based payments expense Non-cash finance costs Share of net losses of equity accounted investments Change in operating assets and liabilities: (Increase) decrease in debtors Increase in concession and promissory note liability Capitalised held to maturity investment interest (Decrease) in operating creditors and accruals Increase in other operating provisions (Decrease) in provision for income taxes payable Movement in deferred taxes Increase in maintenance provision Net cash inflow (outflow) from operating activities 2013 $'000 2012 $'000 174,541 312,118 6,627 8,400 9,738 (10,128) 7,225 (48,979) (9,217) 4,528 (8,510) (61,557) 26,549 411,335 58,558 301,641 3,131 40,658 137,946 143,732 1,562 (60,192) (138,147) 836 (5,196) (112,388) 1,102 373,243 127 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 32 Earnings per stapled security Basic earnings per share Earnings per security attributable to the ordinary equity holders of the stapled group Diluted earnings per share Earnings per security attributable to the ordinary equity holders of the stapled group Reconciliation of earnings used in calculating earnings per security Basic and diluted earnings per security Profit for the year Profit attributable to non-controlling interests Profit attributable to ordinary equity holders of the stapled group used in calculating earnings per security Weighted average number of securities used as denominator 2013 Cents 2012 Cents 11.7 11.7 2013 Cents 2012 Cents 11.7 11.7 3.8 3.8 3.8 3.8 2013 $'000 2012 $'000 174,541 (2,835) 171,706 58,558 (3,653) 54,905 2013 Number 2012 Number Weighted average number of securities used as the denominator in calculating basic and diluted earnings per security 1,470,495,508 1,452,932,838 128 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 32 Earnings per stapled security (continued) Weighted average number of securities used as denominator (continued) Basic earnings per stapled security Basic earnings per stapled security is calculated by dividing the profit (loss) attributable to members of the stapled security excluding any non-controlling interest and costs of servicing equity other than distributions, by the weighted average number of securities outstanding during the financial year. Diluted earnings per stapled security Diluted earnings per stapled security adjusts the figures used in the determination of basic earnings per stapled security to take into account the after income tax effect of interest and other financing costs associated with dilutive potential stapled securities and the weighted average number of additional stapled securities that would have been outstanding assuming the conversion of all dilutive potential stapled securities. 33 Net tangible asset backing Net tangible asset backing per stapled security* 2013 $ 2012 $ 2.10 2.21 (*) - Net tangible assets used as the basis for this calculation include the concessions and permits relating to the operational assets of the Group. Assets of this type are characterised as intangibles under Australian Accounting Standards. 34 Share-based payments Performance Awards Plan Under the Performance Awards Plan (PAP), eligible executives receive a grant of Performance Awards which entitles participants to receive securities at no cost subject to the achievement of performance conditions. The Board has discretion as to the form of the award at the end of the performance period and may grant cash payments of equivalent value at vesting. No dividends or distributions on securities are payable to participants prior to vesting. Dual performance measures (Free Cash Flow (FCF) (from 1 July 2011) or earnings before interest, tax, depreciation and amortisation (EBITDA) measure (pre 1 July 2011) and relative total security holder return (TSR) apply to Performance Awards, each representing 50 per cent of the award. The use of dual measures balances the need to both improve the underlying performance of the business over the long term as well as appropriate returns relative to the market. Performance Awards were granted with a three year vesting period. For the plan granted 11 December 2009 and future grants, the awards are tested at the end of the three year vesting period. However, for the 1 November 2008 grant, the awards were tested at the end of each year. If the performance measures were satisfied for the year, one third of the awards were preserved until the end of the three year period. At the end of the three years a cumulative test of the performance measures was applied to any unvested awards. 129 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 34 Share-based payments (continued) Performance Awards Plan (continued) Vesting / Expiry date Fair value at grant date FCF EBITDA TSR 11 Dec 2012 1 Nov 2013 1 Nov 2013 30 Jun 2014 30Jun 2014 30 Jun 2015 30 Jun 2015 $3.33 $3.23 $3.33 $3.37 $3.27 $2.72 $2.95 $4.97 $4.62 $4.97 N/A N/A N/A N/A N/A N/A N/A $4.63 $4.81 $4.99 $5.43 Grant date 2013 11 Dec 2009 1 Nov 2010 23 Dec 2010 26 Sep 2011 11 Nov 2011 15 Aug 2012 19 Oct 2012 Total x Weighted average exercise price Balance at start of the year Number Granted during the year Number Vested during the year Number Forfeited during the year Number Balance at end of the year Number 1,625,994 1,201,077 684,683 661,932 715,024 - - 4,888,710 - (1,624,766) - - - - - - - - - 747,201 - 448,400 1,195,601 (1,624,766) (1,228) (278,601) - (241,060) - (267,099) - (787,988) - 922,476 684,683 420,872 715,024 480,102 448,400 3,671,557 $4.06 $3.98 $4.15 $3.92 $4.02 Vesting / Expiry date Fair value at grant date FCF EBITDA TSR 1 Nov 2011 11 Dec 2012 1 Nov 2013 1 Nov 2013 30 Jun 2014 30 Jun 2014 $3.30 $3.33 $3.23 $3.33 $3.37 $3.27 $4.27 $4.97 $4.62 $4.97 N/A N/A N/A N/A N/A N/A $4.63 $4.81 Grant date 2012 1 Nov 2008 11 Dec 2009 1 Nov 2010 23 Dec 2010 26 Sep 2011 11 Nov 2011 Total x Weighted average exercise price Executive Equity Plan Balance at start of the year Number Granted during the year Number Vested during the year Number Forfeited during the year Number Balance at end of the year Number 1,260,113 1,776,583 1,401,575 684,683 - - 5,122,954 - - - - 837,990 715,024 (1,193,516) - - - - - 1,553,014 (1,193,516) (66,597) (150,589) (200,498) - (176,058) - (593,742) - 1,625,994 1,201,077 684,683 661,932 715,024 4,888,710 $4.00 $4.02 $3.79 $3.99 $4.06 Equity awards were granted under the Executive Equity Plan (EEP) based on executives’ performance and were designed to encourage retention of executives while focusing on business excellence. Individuals who are high performers and in business critical roles were nominated for awards for their past contribution and expected future performance. Board approval was required to grant EEP awards to nominated executives. Under the EEP, eligible executives received a grant of stapled securities in the Transurban Group (”securities”) at no cost that are subject to disposal restrictions for three years from the grant date. Participants are entitled to the executive ceases employment with distributions paid on their Securities during the restriction period. Transurban during the restriction period, their Securities will be forfeited unless the Board decides otherwise. If Awards were last made under the EEP on 1 November 2008 and vested on 1 November 2011. The table below provides details of the awards granted and vested. 130 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 34 Share-based payments (continued) Executive Equity Plan (continued) Grant date 2012 1 Nov 2008 Total Weighted average exercise price x Assessed fair value Vesting / Expiry date Exercise price 1 Nov 2011 $4.27 Balance at start of the year Number Granted during the year Number Vested during the year Number Forfeited during the year Number Balance at end of the year Number 433,722 433,722 $4.27 - - $- (433,722) (433,722) $4.27 - - $- - - $- The assessed fair value at grant date of the plans above has been independently determined in accordance with AASB 2. The TSR component of the Performance Awards has been valued applying a Monte-Carlo simulation (of a geometric Brownian motion process, as used in the Black-Scholes framework) to model Transurban's future security price and TSR performance against the comparator group performance at vesting date. The valuation model takes into account the term of the award, the security price at grant date and expected price volatility of the underlying security, the expected dividend yield and the risk free interest rate for the term of the award. The Free Cash component of performance awards has been valued using the Black-Scholes framework. The model valuation takes into account the term of the award, the security price at grant date, the expected dividend yield and the risk free interest rate for the term of the award. Performance Awards Plan - CEO Sign On Award Plan Scott Charlton received a one-off grant of equity as a sign-on award in recognition of the incentives forfeited with his former employer by joining Transurban. The awards were awarded at no cost to Scott and will vest, subject to his continued employment with Transurban as described in his employment contract, in three equal tranches on each of the tranches vesting dates. Upon vesting, the awards will automatically exercise and settle in securities. No dividends or distributions on securities are payable prior to vesting. Grant date 2013 14 Sep 2012 14 Sep 2012 14 Sep 2012 Total Weighted average exercise price x Short Term Deferred Incentive Plan Vesting / Expiry date Fair value at grant date Balance at start of the year Number Granted during the year Number Vested during the year Number Forfeited during the year Number Balance at end of the year Number 16 Jul 2013 16 Jul 2014 16 Jul 2015 $5.71 $5.71 $5.71 - - - - 78,752 78,752 78,752 236,256 $- $5.71 - - - - $- - - - - 78,752 78,752 78,752 236,256 $- $5.71 Mandatory short term incentive (STI) deferral of 30 per cent of the STI awarded to the CEO and other Senior Executives was introduced in the year ended 30 June 2012. The deferral component was increase to 50% during the year ended 30 June 2013 for the CEO and all other newly appointed senior executives. The deferral period is three years (comprising the first year as the performance period and a two year trading restriction). Vesting occurs at the end of the two year deferral period, subject to continued employment with the Transurban Group and can be exercised at vesting date. 131 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 34 Share-based payments (continued) Short Term Deferred Incentive Plan (continued) Grant date 2013 15 Aug 2012 Total Weighted average exercise price x Vesting / Expiry date Fair value at grant date Balance at start of the year Number Granted during the year Number Vested during the year Number Forfeited during the year Number Balance at end of the year Number 1 Jul 2014 $5.68 - - $- 642,388 642,388 $5.68 - - $- - - $- 642,388 642,388 $5.68 The fair value at grant dates in both the deferred STI plan and the CEO sign-on awards plan have been determined in accordance with AASB 2 by using a volume weighted average price (VWAP) over a specified period of time. Employee security scheme The Transurban Employee Security Ownership Plan (the Plan) provides employees with an opportunity to be a part owner of Transurban and partner in its continued success. All Australian based permanent employees are eligible to participate in the Investment Tax Exempt Plan and the Investment Tax Deferred Plan. Under the plans, Transurban provides participants with a matching component toward the acquisition of the Stapled Securities. For the period 1 July 2012 to 30 June 2013, the cost of company matches was $132,162 (2012: $114,459) for the Investment Tax Exempt Plan and $450,374 (2012: $391,708) for the Investment Tax Deferred Plan. The third element under the Plan is the Incentive Plan. Subject to Board approval and the performance of the Group, eligible employees may receive a certain number of Transurban securities at no cost to them. In February 2013, each participant was allocated 100 stapled securities at a value of $6.12 per security. Stapled securities provided under the Plan were acquired on the open market. Eligible US based participants received an equivalent cash award. 2013 Number 2012 Number Shares purchased on market under the plan and provided to participating employees 45,900 42,200 Expenses arising from share-based payments Total expenses arising from share-based payment transactions recognised during the period as part of employee benefit expense was $6.6 million (2012: $3.1 million). 132 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 35 Key management personnel disclosures Directors The following persons were Directors of THL, TIML and TIL during the financial year and up until the date of this report, except as noted below: Executive Directors Scott Charlton (appointed 16 July 2012) Christopher Lynch (resigned 16 July 2012) Non-executive Directors Lindsay Maxsted (Chairman) Neil Chatfield Robert Edgar Samantha Mostyn Robert Officer (resigned 7 August 2012) Christine O'Reilly Rodney Slater Ian Smith Other key management personnel The following persons also had authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, during the financial year: J Aument * W Ballantine * K Daley A Head S Hogg S Johnson * M Kulper E Mildwater T Steinhilber * L Tobin V Vassallo Group General Manager, North America (appointed 10 June 2013) Group General Manager, Strategy (appointed 26 November 2012) President, International Development (resigned 2 February 2013) Group General Manager, New South Wales Chief Financial Officer Group General Manager, Human Resources (appointed 8 October 2012) President, Transurban North America Group General Manager, Victoria (resigned 31 March 2013) Group General Manager, Project Delivery and Operational Excellence (appointed 10 December 2012) Group General Manager, Technology (appointed 4 February 2013) Group General Manager, Victoria (appointed 4 February 2013) * Executives promoted from within the Group Key management personnel compensation The remuneration amounts below represent the entire amounts paid by the Transurban Group. Short-term employee benefits Post-employment benefits Long-term benefits Share-based payments Deferred STIs 2013 $ 2012 $ 10,755,270 232,743 25,335 9,208,279 1,128,897 21,350,524 12,452,823 942,256 115,725 4,870,066 489,289 18,870,159 Detailed remuneration disclosures are made in the remuneration report in the Directors' report. 133 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 35 Key management personnel disclosures (continued) Equity instrument disclosures relating to key management personnel Share-based payments Details of short and long term incentives provided as remuneration and securities issued, together with terms and conditions of the incentives, can be found in the remuneration report in the Directors' report. Performance Awards Plan 2013 Balance at start of the year Granted during the year as remuneration Matured and paid during the year Other changes during the year Balance at end of the year Matured and payable at the end of the year - 2,016,918 Directors of the Group S Charlton C Lynch * Other key management personnel of the Group J Aument W Ballantine K Daley A Head S Hogg S Johnson M Kulper E Mildwater T Steinhilber L Tobin V Vassallo 39,365 44,471 284,440 257,636 214,633 52,771 491,675 265,055 53,777 - - 684,656 - - - 137,167 112,754 125,696 - 178,830 112,754 - - - - (617,211) - (1,399,707) 684,656 - (17,768) (20,030) (111,276) (59,347) (47,478) (23,145) (161,956) (66,766) (25,022) - - - - (310,331) - - - - (311,043) - - - 21,597 24,441 - 311,043 292,851 29,626 508,549 - 28,755 - - - - - - - - - * The individual reduced to zero through "other changes during the year" in the table above. is not key management personnel at 30 June 2013, therefore their closing balance has been 2012 Balance at start of the year Granted during the year as remuneration Matured and paid during the year Other changes during the year Balance at end of the year Matured and payable at the end of the year 1,785,615 Directors of the Group C Lynch Other key management personnel of the Group K Daley A Head S Hogg T Honan M Kulper E Mildwater 223,297 196,382 136,569 545,513 477,811 186,359 715,024 (458,156) (25,565) 2,016,918 128,294 107,766 101,320 171,058 159,286 107,766 (63,602) (44,054) (22,027) (220,267) (137,736) (27,534) (3,549) (2,458) (1,229) (496,304) (7,686) (1,536) 284,440 257,636 214,633 - 491,675 265,055 - - - - - - - 134 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 35 Key management personnel disclosures (continued) Equity instrument disclosures relating to key management personnel (continued) Stapled Security holdings The numbers of Stapled Securities held during the financial year by each Director of THL and other key management personnel of the Group, including their personally-related parties, are set out below. 2013 Directors of the Group L Maxsted N Chatfield R Edgar S Mostyn R Officer * C O'Reilly R Slater I Smith S Charlton C Lynch * Other key management personnel of the Group J Aument W Ballantine K Daley * A Head S Hogg S Johnson M Kulper E Mildwater * T Steinhilber L Tobin V Vassallo Balance at start of the year Other changes during the year Balance at end of the year 30,000 30,910 23,733 10,300 20,115 - - 70,000 - 713,563 - 2,889 384,678 3,041 1,553 19,129 80,000 56,066 - - 10,018 - - 857 3,700 (20,115) 4,363 - 1,772 10,000 (713,563) - 1,099 (384,678) - 10,000 10,467 - (56,066) - - 520 30,000 30,910 24,590 14,000 - 4,363 - 71,772 10,000 - - 3,988 - 3,041 11,553 29,596 80,000 - - - 10,538 * These individuals are not key management personnel at 30 June 2013, therefore their closing balance has been reduced to zero through "other changes during the year" in the table above. 135 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 35 Key management personnel disclosures (continued) Equity instrument disclosures relating to key management personnel (continued) Stapled Security holdings 2012 (continued) Directors of the Group L Maxsted N Chatfield G Cosgriff J Davis R Edgar S Mostyn R Officer C O'Reilly R Slater I Smith J Eve J Keyes C Lynch S Charlton Other key management personnel of the Group K Daley A Head S Hogg T Honan M Kulper E Mildwater Balance at start of the year Other changes during the year Balance at end of the year 30,000 20,910 152,236 158,188 18,627 - 19,089 - - - - - 255,401 - 384,678 21,112 15,616 94,820 103,944 27,098 - 10,000 (152,236) (158,188) 5,106 10,300 1,026 - - 70,000 - - 458,162 - - (18,071) (14,063) (94,820) (23,944) 28,968 30,000 30,910 - - 23,733 10,300 20,115 - - 70,000 - - 713,563 - 384,678 3,041 1,553 - 80,000 56,066 Executive Equity Plan (EEP) 2012 Balance at start of the year Granted during the year as remuneration Matured and paid during the year Other changes during the year Balance at end of the year Matured and payable at the end of the year 79,647 Directors of the Group C Lynch Other key management personnel of the Group K Daley A Head S Hogg T Honan M Kulper E Mildwater 19,146 19,146 15,316 85,474 23,944 19,146 - - - - - - - (79,647) (19,146) (19,146) (15,316) (85,474) (23,944) (19,146) - - - - - - - - - - - - - - - - - - - - - 136 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 35 Key management personnel disclosures (continued) Equity instrument disclosures relating to key management personnel (continued) Deferred Short Term Incentives (STI) 2013 Balance at start of the year Granted during the year as remuneration Matured and paid during the year Other changes during the year Balance at end of the year Matured and payable at the end of the year - - Directors of the group S Charlton C Lynch * Other key management personnel of the Group J Aument W Ballantine K Daley * A Head S Hogg S Johnson M Kulper E Mildwater * T Steinhilber L Tobin V Vassallo - - - - - - - - - - - - 133,099 14,789 15,212 26,742 22,449 18,973 16,540 36,464 19,863 19,356 - - - - - - - - - - - - - - - - (133,099) - - (26,742) - - - - (19,863) - - - - - 14,789 15,212 - 22,449 18,973 16,540 36,464 - 19,356 - - - - - - - - - - - - - - * These individuals are not key management personnel at 30 June 2013, therefore their closing balance has been reduced to zero through "other changes during the year" in the table above. Other transactions with Directors and key management personnel Mr Rodney Slater is a Partner in the public policy practice group of Patton Boggs. Transurban used Patton Boggs during the year for various lobbying activities in the US. This relationship is based on normal commercial terms. $226,692 (USD) was paid to Patton Boggs during the year ended 30 June 2013. Mr Lindsay Maxsted is Chairman and a Non-executive Director of Westpac Banking Corporation. Westpac provides transactional banking and loan facilities to Transurban. This relationship is based on normal commercial terms. Mr Neil Chatfield is Chairman and a Non-executive Director of Seek Limited who provides employment advising services to Transurban. This relationship is based on normal commercial terms. Mr Chatfield is also Chairman of, and Ms Sam Mostyn is a Non-executive Director of, Virgin Australia Holdings Limited. Transurban uses air travel services provided by Virgin Australia. This relationship is based on normal commercial terms. 36 Non-cash investing and financing activities Distributions satisfied by the issue of stapled securities under the distribution reinvestment plan 2013 $'000 2012 $'000 34,567 34,567 76,001 76,001 137 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 37 Critical accounting estimates and judgements Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Group and that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. Income taxes The Group is subject to income taxes in Australia and USA. Significant judgement is required in determining the provision for income taxes. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated tax audit issues based on whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred tax assets and liabilities in the period in which such determination is made. The Group has recognised deferred tax assets relating to carried forward tax losses to the extent there are sufficient taxable temporary differences relating to the same taxation authority against which the unused tax losses can be utilised. However, the utilisation of tax losses also depends on the ability of the Group to satisfy certain tests at the time the losses are recouped. In the USA tax losses generally expire after a 20 year period. Management has reviewed the potential future taxable profits and has therefore recognised deferred tax assets in relation to tax losses. Useful lives of plant and equipment The Group determines the estimated useful lives and related depreciation for its plant and equipment. This estimate is based on expected useful lives of technology. It could change significantly as a result of technical innovations. The Group will increase the depreciation charge where useful lives are less than previously estimated lives, or will write-off or writedown technically obsolete or non-strategic assets. The Group depreciates the assets associated with the various toll road infrastructure over the life of the respective concession arrangements. Estimated impairment of intangible assets and cash generating units The Group tests whether goodwill, other intangible assets and cash generating units have suffered any impairment, in accordance with the accounting policy stated in note 1(i). The recoverable amount of each cash generating unit has been determined based on the greater of value-in-use and fair value less costs to sell calculations. These calculations require the use of assumptions regarding traffic flows, discount rates, growth rates and other factors affecting operating activities of the cash generating units. 138 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 37 Critical accounting estimates and judgements (continued) Valuation of Promissory Notes and Concession Notes The Group holds non-interest bearing long term debt, represented by promissory notes and concession notes, that are included in the financial statements at the present value of expected future payments. The calculations to discount these notes to their present value are based on the estimated timing and profile of the repayments. Assumptions are made in determining the timing and profile, based on expected available equity cash flows of the Group's cash generating units. A discount rate is used to value the promissory notes and concession notes to their present value, which is determined through reference to other facilities in the market with similar characteristics. Fair value of derivatives and other financial instruments The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Group uses its judgement to select a variety of methods and makes assumptions that are mainly based on market conditions existing at each balance sheet date. Provision for future major maintenance expenditure The Group records a provision for its present obligation to maintain the Motorways held under Concession Deeds. The provision is included in the financial statements at the present value of expected future payments. The calculations to discount these amounts to their present value are based on the estimated timing and profile of expenditure occurring on the roads. A discount rate is used to value the maintenance expenditure provision at its present value, which is determined through reference to the nature of the provision and the risks associated with the expenditure. Assessment of control The Group holds an equity interest of 75 per cent in Transurban DRIVe Holdings LLC (DRIVe). Whilst the Group owns greater than half of the voting rights of DRIVe, it does not have the power to govern its financial, investing and operating policies and accordingly is accounted for as a jointly controlled entity. The power to govern DRIVe’s financial, investing and operating policies is through the “Meeting of Members”. 80 per cent or more of the membership interests of those voting is required to pass a decision of the Meeting of Members. Key decisions relating to the operations and financing of DRIVe, such as approval to bid for or dispose of an investment and approval of budgets, require approval by Members with member interests of 80 per cent or greater. 139 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 38 Financial risk management The Group’s activities expose it to a variety of financial risks: market risk (including currency risk and interest rate risk), credit risk and liquidity risk. The financial risk management function is carried out centrally by the Transurban Group Treasury team (Treasury) under policies approved by the Board. Treasury work closely with the Group’s operating units to actively identify and monitor all financial risks, and put hedging in place where appropriate. The Board are informed on a regular basis of any material exposures to financial risks. The Group’s hedging strategies are detailed below, and include the use of derivative financial instruments. The Group's policies allow derivative transactions to be undertaken only for the purpose of reducing risk, and do not permit speculative trading. Treasury continuously monitor risk exposures over time through review of cash flows, price movements, market analysis and ongoing communication within the Group. When measuring financial risk, Treasury consider positive and negative exposures, existing hedges and the ability to offset exposures where possible. Market risk Foreign exchange risk The Group operates internationally and is exposed to foreign exchange risk when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the entity’s functional currency. Foreign currency exposures are viewed as either investment exposures or operating exposures. Exposures from investment in foreign assets are generally managed using foreign currency debt. All known material operating exposures out to 12 months are hedged, using hedging instruments, offsetting exposures or drawing on foreign currency funds. The Group's exposure to foreign currency risk at the reporting date, denominated in the currency in which the rise arises, was as follows: Cash and cash equivalents Net investment in foreign operation Borrowings Cross-currency interest rate swaps Trade creditors Net exposure 30 June 2013 USD$'000 CAD$'000 30 June 2012 USD$'000 CAD$'000 4,483 473,729 (1,361,409) 933,406 (4,159) 46,050 4 - (250,000) 250,000 - 4 9,371 245,226 (1,156,439) 933,406 (6,123) 25,441 6 - (250,000) 250,000 - 6 Exposure to other foreign exchange movements is not material. 140 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 38 Financial risk management (continued) Market risk (continued) (continued) Foreign exchange risk Sensitivity Based on the financial instruments held at end of the period, had the Australian dollar strengthened/weakened by 10 cents against the U.S. dollar with all other variables held constant, the Group’s post-tax profit for the year would have been $24,000 lower (2012: $199,000 lower) or $30,000 higher (2012: $243,000 higher), as a result of foreign exchange gains/losses on translation of US dollar denominated financial instruments as detailed in the above table. The Group’s post-tax profit is less sensitive to movements in the Australian dollar/US dollar exchange rate in the current year due to a reduction in US dollar cash holdings and trade creditors. Had the Australian dollar strengthened by 10 cents against the U.S. dollar with all other variables held constant, the Group's equity would have been $28,683,000 lower (2012: $26,801,000 lower). Had the Australian dollar weakened by 10 cents against the U.S. dollar with all other variables held constant, the Group's equity would have been $38,898,000 higher (2012: $35,819,000 higher). The Group revalues its U.S. dollar borrowings each period using market spot rates and, where a qualifying hedge is in place, defers these movements in equity. The volatility in equity is caused mainly by fair value movements of the cross currency interest rate swaps, which are affected by changes in forward Australian dollar/U.S. dollar foreign exchange rates. Based on the financial instruments held at 30 June 2013, had the Australian dollar strengthened/weakened by 10 cents against the Canadian dollar with all other variables held constant, the Group’s post-tax profit for the year would have been unchanged, as a result of foreign exchange gains/losses on translation of Canadian dollar denominated financial instruments as detailed in the above table. Had the Australian dollar strengthened by 10 cents against the Canadian dollar with all other variables held constant, the Group's equity would have been $2,824,000 lower (2012: $3,734,000 lower). Had the Australian dollar weakened by 10 cents against the Canadian dollar with all other variables held constant, the Group's equity would have been $3,972,000 higher (2012: $5,158,000 higher). The Group revalues its foreign currency denominated borrowings each period using market spot rates and, where a qualifying hedge is in place, defers these movements in equity. The volatility in equity is caused mainly by fair value movements of the cross currency interest rate swaps, which are affected by changes in forward Australian dollar/foreign currency exchange rates. Price risk The Group is not exposed to price risk. Cash flow interest rate risk The Group’s main exposure to interest rate risk arises from long-term borrowings. Treasury manages interest rate risk by entering into fixed rate debt facilities or using interest rate swaps to convert floating rate debt. Generally, the Group raises long term borrowings at floating rates and swaps them into fixed rates that are lower than those available if the Group borrowed at fixed rates directly. The Group’s policy is to hedge interest rate exposure at a minimum in compliance with the covenant requirements of funding facilities and up to 100 per cent. Covenant requirements vary by debt facility, and require a minimum of between 50 per cent and 80 per cent of interest rate exposure to be hedged. At 30 June 2013, 87 per cent (2012: 97 per cent) of the Group’s interest rate exposure on variable rate borrowings was hedged. As at the reporting date, the outstanding: Group had the following variable rate borrowings and interest rate swap contracts 141 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 38 Financial risk management (continued) Market risk (continued) Cash flow interest rate risk (continued) 2013 Weighted average interest rate % Balance $'000 2012 Weighted average interest rate % Balance $'000 Cash and cash equivalents Floating rate borrowings Interest rate swaps (notional principal amount) Net exposure to cash flow interest rate risk 3.6% 3.9% 2.9% (259,385) 3,071,930 (2,685,500) 127,045 4.2% 5.0% 3.9% (318,148) 2,756,394 (2,680,500) (242,254) An analysis by maturities is provided in Liquidity risk below. Sensitivity At 30 June 2013, if interest rates had changed by +/-100 basis points from the year-end rates with all other variables held constant, post-tax profit for the year would have been $1,270,000 lower/higher (2012: $2,423,000 higher/lower). Profit is less sensitive to movements in interest rates in 2013 than 2012, due mainly to an increase in floating rate borrowings, reducing the net exposure. Credit risk The Group has no significant concentrations of credit risk from operating activities, and has policies in place to ensure that transactions are made with commercial customers with an appropriate credit history. However as an operator of large infrastructure assets, the Group is exposed to credit risk with its financial counterparties through undertaking financial transactions intrinsic to its business. These include funds held on deposit, cash investments and the market value of derivative transactions. Treasury assesses the credit strength of potential financial counterparties using objective ratings provided by multiple independent rating agencies. Board approved limit allocation rules ensure higher limits are granted to higher rated counterparties. The Group also seeks to mitigate its total credit exposure to counterparties by only dealing with credit worthy counterparties, limiting the exposure to any one counterparty, minimising the size of the exposure where possible through netting offsetting exposures, diversifying exposures across counterparties, closely monitoring changes in total credit exposures and changes in credit status, and taking mitigating action when necessary. The Group’s investment in the Westlink Motorway is through Term Loan Notes (see note 10 for details). The return on these Notes is ultimately dependent on the performance of the Motorway. The Group continually monitors the performance and expected cash flows of the Motorway. Liquidity risk The Group maintains sufficient cash and undrawn facilities to maintain short term flexibility and enable the Group to meet financial commitments in a timely manner. Treasury assesses liquidity over the short term (up to 12 months) and medium term (one to five years) by maintaining accurate forecasts of operating expenses, committed capital expenditure and payments to security holders. Long term liquidity requirements are reviewed as part of the annual strategic planning process. Short term liquidity is managed by maintaining a strategic liquidity reserve. This reserve is based on the Group’s forecast annual operating costs and certain risk exposure scenarios as maintained by the Group’s strategic risk register, and is maintained as cash and undrawn facilities. The reserve is maintained on a rolling 12 month basis. Medium term liquidity forecasting is maintained on a rolling five year horizon. 142 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 38 Financial risk management (continued) Liquidity risk (continued) Financing arrangements The Group had access to the following undrawn borrowing facilities at the end of the reporting period: Floating rate - Expiring within one year - Expiring beyond one year 2013 $'000 2012 $'000 16,251 201,696 217,947 130,000 260,326 390,326 The Group also has a letter of credit facility and a general credit facility in place with undrawn capacity of $22.0 million at 30 June 2013 (refer to note 16). The facilities are committed for the term of the facility and cannot be withdrawn by the lenders without notice. Maturities of financial liabilities The tables below analyse the Group's financial liabilities, net and gross settled derivative financial instruments into relevant maturity groupings based on their contractual maturities. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant. For interest rate swaps the cash flows have been estimated using forward interest rates applicable at the end of the reporting period. Contractual maturities of financial liabilities 1 year or At 30 June 2013 less $'000 Over 1 to 2 years $'000 Over 2 to 3 years $'000 Over 3 to 4 years $'000 Over 4 to 5 years $'000 Over 5 years $'000 Total contractual cash flows $'000 Carrying amount (assets)/ liabilities $'000 Non-derivatives Non-interest bearing Variable rate Fixed rate Total non-derivatives Derivatives Net settled (interest rate swaps) Net settled (cross-currency interest rate swaps/fx forwards) Total derivatives 321,374 - 303,958 1,168,217 224,839 358,268 - 652,860 414,048 - 536,838 199,485 - 390,101 303,031 445,311 225,918 1,286,831 711,475 3,410,215 2,709,389 380,329 3,071,930 1,865,561 983,600 1,393,056 1,066,908 736,323 671,229 1,979,963 6,831,079 5,317,820 97,023 72,057 41,041 22,383 10,716 7,710 250,930 228,074 6,948 103,971 30,286 102,343 26,793 67,834 31,413 53,796 24,579 35,295 15,365 23,075 135,384 386,314 125,937 354,011 143 ANNUAL REPORT 2013Transurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 38 Financial risk management (continued) Liquidity risk (continued) 1 year or less $'000 Over 1 to 2 years $'000 Over 2 to 3 years $'000 Over 3 to 4 years $'000 Over 4 to 5 years $'000 Over 5 years $'000 Total contractual cash flows $'000 Carrying amount (assets)/ liabilities $'000 309,898 123,679 100,689 - - 431,043 1,088,528 219,581 352,609 - 359,111 409,350 - 364,402 750,145 449,192 195,455 1,491,626 674,300 3,201,698 2,769,310 361,587 2,756,393 1,733,004 534,266 783,652 1,308,109 768,461 644,647 2,606,173 6,645,308 4,850,984 82,976 80,993 60,146 39,382 28,586 20,800 312,883 280,552 19,742 102,718 16,817 97,810 47,602 107,748 39,932 79,314 41,806 70,392 94,703 115,503 260,602 573,485 224,642 505,194 At 30 June 2012 Non-derivatives Non-interest bearing Variable rate Fixed rate Total non-derivatives Derivatives Net settled (interest rate swaps) Net settled (cross-currency interest rate swaps/fx forwards) Total derivatives Fair value measurements The carrying value of approximates fair value. financial assets and financial liabilities brought to account at balance sheet date The fair value of these financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. Group The fair value measurements by level of the following fair value measurement hierarchy: has adopted the amendment to AASB 7 Financial Instruments: Disclosures which requires disclosure of (a) quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1) (b) inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (level 2), and inputs for the asset or liability that are not based on observable market data (unobservable inputs) (level 3). (c) The following table presents the 2013 30 June 2012: and Group's assets and liabilities measured and recognised at fair value at 30 June 144 TRANSURBANTransurban Holdings Limited Notes to the consolidated financial statements 30 June 2013 (continued) 38 Financial risk management (continued) Fair value measurements (continued) 30 June 2013 Assets Derivatives used for hedging Total assets Liabilities Derivatives used for hedging Total liabilities 30 June 2012 Assets Derivatives used for hedging Total assets Liabilities Derivatives used for hedging Total liabilities Level 1 $'000 Level 2 $'000 Level 3 $'000 Total $'000 Level 1 $'000 - - - - - - - - 10,898 10,898 364,909 364,909 Level 2 $'000 Level 3 $'000 137 137 505,331 505,331 - - - - - - - - 10,898 10,898 364,909 364,909 Total $'000 137 137 505,331 505,331 The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at the end of each reporting period. The fair value of both cross-currency interest rate swaps and interest rate swaps is calculated as the present value of the estimated future cash flows. The fair value of forward exchange contracts is determined using forward exchange market rates at the end of the reporting period. All these instruments are included in level 2. 145 ANNUAL REPORT 2013Transurban Holdings Limited Directors' declaration 30 June 2013 60 to 145 are in accordance with the Corporations Act Corporations Regulations 2001 and other mandatory financial position as at 30 June 2013 and of its In the Directors' opinion: the financial statements and notes set out on pages 2001, (i) including: complying with Accounting Standards, the professional reporting requirements, and giving a true and fair view of the Group's performance for the year ended on that date, and Company (ii) (a) (b) (c) there are reasonable grounds to believe that the become due and at the date of this declaration, there are reasonable grounds to believe that the members of the Extended Closed Group identified in note 29 will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee described in note 29. will be able to pay its debts as and when they payable, and Note 1(a) confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board. The Directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required by section 295A of the Corporations Act 2001. This declaration is made in accordance with separate resolutions of the Transurban Infrastructure Management Limited and Transurban International Limited. Directors of Transurban Holdings Limited, Lindsay Maxsted Director Scott Charlton Director Melbourne 1 August 2013 146 TRANSURBANIndependent auditor’s report to the members of Transurban Holdings Limited Report on the financial report We have audited the accompanying financial report of Transurban Holdings Limited (the Company), which comprises the balance sheet as at 30 June 2013, and the income statement, the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the directors’ declaration for the Transurban Holdings Limited Group (the Group). The Group comprises the aggregation of Transurban Holdings Limited (THL), Transurban Holding Trust (THT) and Transurban International Limited (TIL) and the entities they 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 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements 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 and fair presentation of the financial report 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. Our procedures include reading the other information in the Annual Report to determine whether it contains any material inconsistencies with the financial report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. PricewaterhouseCoopers, ABN 52 780 433 757 Freshwater Place, 2 Southbank Boulevard, Southbank, GPO Box 1331L, MELBOURNE VIC 3001 DX 77 Melbourne, Australia T +61 3 8603 1000, F +61 3 8603 1999, www.pwc.com.au Liability limited by a scheme approved under Professional Standards Legislation. 147 ANNUAL REPORT 2013 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 Transurban Holdings Limited is in accordance with the Corporations Act 2001, including: (i) (ii) giving a true and fair view of the Group’s financial position as at 30 June 2013 and of its performance for the year ended on that date; and complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and (b) the financial report and notes also comply with International Financial Reporting Standards as disclosed in Note 1. Report on the Remuneration Report We have audited the remuneration report included in pages 29 to 56 of the directors’ report for the year ended 30 June 2013. 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 Australian Auditing Standards. Auditor’s opinion In our opinion, the remuneration report of Transurban Holdings Limited for the year ended 30 June 2013, complies with section 300A of the Corporations Act 2001. PricewaterhouseCoopers Chris Dodd Partner Melbourne 1 August 2013 148 TRANSURBAN Transurban Holding Trust Controlled Entities ARSN 098 807 419 and Annual report for the year ended 30 June 2013 149 ANNUAL REPORT 2013Transurban Holding Trust Annual report - 30 June 2013 ARSN 098 807 419 Directors' report Auditor's Independence Declaration Financial statements Directors' declaration Independent auditor's report to the members Page 151 162 163 245 246 150 TRANSURBANTransurban Holding Trust Directors' report 30 June 2013 Directors' report The Directors of Transurban Infrastructure Management Limited ("the Company"), the responsible entity of Transurban Holding Trust, present their report on the consolidated entity, consisting of Transurban Holding Trust ("the Trust") and the entities it controls (collectively "the Group"), for the year ended 30 June 2013. The Trust forms part of the triple staple that is Transurban ("the Transurban Group"). A Stapled Security comprises one share in Transurban Holdings Limited, one share in Transurban International Limited and one unit in the Trust. None of the components of the Stapled Security can be traded separately. Responsible entity The Trust is registered as a managed investment scheme under Chapter 5C of the Corporations Act 2001, and as a result requires a responsible entity. The Company is the responsible entity of the Trust and is responsible for performing all functions that are required under the Corporations Act 2001 of a responsible entity. Directors With the exception of the changes noted below, the following persons were Directors of the Company during the whole of the financial year and up to the date of this report: Non-executive Directors Lindsay Maxsted Neil Chatfield Robert Edgar Samantha Mostyn Robert Officer (resigned 7 August 2012) Christine O'Reilly Rodney Slater Ian Smith Executive Directors Scott Charlton (appointed 16 July 2012) Christopher Lynch (resigned 16 July 2012) Result The consolidated net profit for the Group was $393,241,000 (2012: $350,600,000). The profit attributable to ordinary equity holders of Transurban Holding Trust was $378,438,000 (2012: $337,662,000). Principal activities The principal activities of the Group during the financial year were the leasing of assets and the provision of funding to the Transurban Group. 151 ANNUAL REPORT 2013Distributions - Transurban Holdings Trust Distributions paid to members during the financial year were as follows: Distribution payable Final distribution payable and recognised as a liability: 12.0 cents (2012: 11.5 cents) per fully paid Stapled Security payable 14 August 2013 Transurban Holding Trust Directors' report 30 June 2013 (continued) 2013 $'000 2012 $'000 177,791 177,791 167,707 167,707 Distributions paid during the year Final distribution for 2012 financial year of 11.5 cents (2011: 14.0 cents) per fully paid Stapled Security paid 14 August 2012 Interim distribution for 2013 financial year of 12.0 cents (2012: 11.0 cents) per fully paid Stapled Security paid 14 February 2013 Total distributions paid during the year 167,707 175,491 343,198 202,096 159,654 361,750 Distributions paid in cash or satisfied by the issue of Stapled Securities under the distribution reinvestment plan during the years ended 30 June 2012 30 June 2013 and Paid in cash Satisfied by issue of Stapled securities Funds available for future distribution reinvestment plans 316,558 26,638 2 343,198 294,958 66,791 1 361,750 Principal activities The principal activities of the Group during the financial year were the leasing of assets and the provision of funding to the Transurban Group. The Trust forms part of the triple staple that is Transurban. The Group specifically provides external debt funding for the Hills M2, Eastern Distributor and Lane Cove Tunnel assets. In addition it leases the assets of those companies, as well as CityLink, to Transurban Holdings Limited. The Group also has an equity accounted investment in Westlink Motorway Partnership, of which Transurban holds a 50.0 per cent interest. Operating and financial review - year ended 30 June 2013 As a member of the Transurban Group triple staple, the Group operates with a consistent business framework, strategy and value drivers as the wider Transurban Group. Business review Business Framework and Strategy The Transurban Group is focused on providing effective and innovative urban transport solutions in road infrastructure, through the management and development of urban networks of toll road concessions. The effective management of toll road concessions involves leveraging a network footprint in our markets, taking a leading role in shaping policy, and utilising our core capabilities. 152 TRANSURBANTransurban Holding Trust Directors' report 30 June 2013 (continued) These capabilities are defined as: • • • • • Network planning and forecasting Operations and customer management Project development and delivery Application of technology, and Community engagement As part of the review and confirmation of our strategy for the year ended 30 June 2013, we have clearly defined our target markets as the eastern seaboard of Australia and northern Virginia in the US. Finally, the business continues to focus on distribution growth as part of this overall strategy. Value drivers The investment proposition for high quality toll road assets lies in providing investors with access to long dated, predictable, growing cash flows generated over the life of the concessions through effective management and development of the road corridors these concessions govern. The organic growth in the business derived from traffic growth and inflation protected toll escalation across the the operations, maintenance and customer suite of assets is supported by the effective management of management. It is further enhanced by the effective application of technology in key areas including traffic management and tolling. In addition, value is unlocked through the development of the portfolio through a range of activities including asset enhancements such as Sydney’s Hills M2 Upgrade and M5 West Widening and new projects negotiated with governments such as the 495 and 95 Express Lanes projects. Financial performance Performance indicators EBITDA (earnings before interest, tax, depreciation and amortisation) is one of the primary measures to assess the operating performance of the Group. Focus is on operating results and associated cash generation of the operations within the triple staple. Contribution from individual assets to the Group's operating performance permits a meaningful analysis of the underlying performance of the Group's assets. Free cash is the primary measure used to assess cash generation in the Group. Free cash represents the cash available for distribution to security holders. Highlights for the year ended 30 June 2013 Transurban Holding Trust’s net profit for the year ended 30 June 2013 was $393.2 million, a 12.2 per cent increase on the prior year. The Group generates revenue from two primary sources: rental income and construction revenue. Rental income is generated from property held by the Group and leased to entities within the wider Transurban Group. In the current financial year this increased 2.1 per cent to $265.5 million. Construction revenue is recognised during the construction phase of an intangible asset. In the year ended 30 June 2013 $210.6 million was generated through the M2 Upgrade project. This construction revenue is offset by construction costs and was the primary driver behind a 5.8 per cent decrease in total operating costs in the Group. Total EBITDA increased 2.3 per cent due to the increase in rental income discussed above. 153 ANNUAL REPORT 2013Transurban Holding Trust Directors' report 30 June 2013 (continued) Financial position Transurban Group is a member of the S&P/ASX 50 with a market capitalisation of around $10.0 billion. At 30 June 2013 1,481.6 million shares were on issue. The Group represents one component of the Transurban triple staple and has total assets of $11,155.0 million, a 4.6 per cent increase on the prior year. The increase is due to the following reasons: • • • The recognition of the M2 Upgrade as an intangible asset as construction continued; An increase to the concession note receivable from CityLink Group through the unwinding of the discount on the notes; and An increase in the loans receivable from other Transurban Group entities. The concession assets held by THT are primarily long-life intangible assets, representing the provision by the Victorian and New South Wales State Governments of the right to toll customers for the use of the assets. The duration of the asset concessions range from around 30 years to 50 years and for accounting purposes the carrying values are amortised on a straight line basis over the duration of the concession. Details of the Group's borrowings are discussed in Financing Activities below. Operations and performance of Transurban’s portfolio of assets - Year ended 30 June 2013 The operations and performance of the assets held within the Group is dependent on the operating activities of the Transurban Group as a whole. The tolling of the assets is conducted within a separate section of the triple staple and provide the revenue to fund the lease payments to the Group, and thereby recover the carrying value of the assets. Transurban considers that to understand the performance and operations of the Group, reference must be made to the wider Transurban Group and in particular the Australian based assets. The performance of those assets are discussed below. CityLink (Melbourne) Performance on CityLink was strong throughout the year, with continued traffic growth on all parts of the motorway. Toll revenue increased 5.1 per cent, driven by a 2.4 per cent increase in traffic and a 4.1 per cent increase in toll prices. Weekend traffic was particularly strong, with growth of 6.0 per cent. Changes to the CityLink employee structure during the year led to a reduction in direct employee costs and tolling expenses. In addition there was a decrease in the maintenance provision expense of $0.6 million due to reconsideration of non-critical maintenance of the asset. Total CityLink costs decreased $3.8 million to $100.7 million, due to the continual assessment of supplier arrangements. CityLink’s EBITDA margin remained strong at 89.0 per cent. A major focus this year has been to reduce the number of ‘nose to tail’ accidents occurring on CityLink, particularly southbound over the Bolte Bridge. A concentrated safety strategy of ‘Look up, stay back’, in conjunction with a driver education program sponsored by Murcotts, was launched and variable speed limit signs were introduced over the bridge in order to better manage traffic flows. 154 TRANSURBANTransurban Holding Trust Directors' report 30 June 2013 (continued) Hills M2 (Sydney) Stages of the Hills M2 Upgrade were progressively completed during the year, contributing to traffic performance beginning to recover. In July 2012 the Windsor Road Ramps opened to tolled traffic, followed by the Macquarie Park Ramps in January 2013. The mainline section west of Pennant Hills Road was completed in April 2013, contributing to traffic growth in that section and the recovery of traffic performance on the M7 Motorway. Year on year traffic growth on Hills M2 was 1.4 per cent, which included a full year of construction impact. This, plus the introduction of new ramps on the asset, resulted in a toll revenue increase of $2.1 million. Costs on Hills M2 remained consistent with previous years and the asset achieved an EBITDA margin of 81.9 per cent. Lane Cove Tunnel/Military Road e-Ramps (Sydney) Lane Cove Tunnel performance has been impacted this financial year by continued upgrade works on the connecting M2 Motorway. Traffic grew 1.8 per cent and was the main driver behind a toll revenue increase of $1.5 million. In the current year Tollaust (a Transurban Group company) commenced as the Operations and Maintenance provider to Lane Cove Tunnel. This is expected to result in overall savings to the Group however mobilisation costs of the revised arrangement has resulted in costs being consistent year on year for the asset. The EBITDA margin on Lane Cove Tunnel increased by 1.0 per cent to 60.0 per cent. Non-recourse project debt on Lane Cove Tunnel was refinanced in June 2013. M1 Eastern Distributor (Sydney) - Airport Motorway Group The Eastern Distributor is entering a phase of significant major maintenance activities reflecting the stage in the asset's life cycle. This includes the upgrade of the Operations Management and Control System, replacement of the control room video wall and significant resurfacing activities. Planning and execution of these activities has been a focus of the current year and will continue. This phase of major maintenance resulted in an increase to the annual M1 maintenance provision charge of $2.9 million. Total costs on the M1 increased $2.0 million. With toll revenue growth of $7.9 million year on year, the M1’s EBITDA margin increased by 0.6 per cent to 71.1 per cent. Westlink M7 (Sydney) - Westlink Motorway Group The performance of Westlink M7, particularly the northern section, has been impacted during the year by the ongoing Hills M2 Upgrade. Since the completion of the upgrade west of Pennant Hills Road in April 2013, traffic has begun to recover on the M7 - with growth of 5.4 per cent in the fourth quarter. Traffic growth across the entire motorway was 3.4 per cent and revenue grew by $8.9 million. Total costs decreased by $2.3 million. This was due to cost savings achieved in Roam Tolling’s operations of the Westlink retail function. Due to the growth in toll revenue and cost savings, the M7’s EBITDA margin increased by 2.5 per cent to 81.0 per cent. Free cash and cash flows from operations Free cash represents a key measure of the performance of Transurban Group’s operating assets and provides the basis for determining the distribution to be paid to security holders. As a large portion of the cash flow from operating activities is through related party transactions within the Transurban Group, it is considered that analysis of free cash should be conducted on the whole Transurban Group. 155 ANNUAL REPORT 2013Transurban Holding Trust Directors' report 30 June 2013 (continued) Free cash for the Transurban Group for the year ended 30 June 2013 was $433.3 million. Free cash per security was 30.1 cents. Cash flow from operations for the Group for the year ended 30 June 2013 was 80.5 million, an increase of 7.4 per cent. Business development activities F3/M2 connector - discussions with NSW Government Transurban has worked throughout the year to progress the development of the F3/M2 project with the NSW Government. Transurban initiated the process in 2012, presenting the Government with a proposal to develop the project. On 30 May 2013, the Government announced that it would progress with Transurban to Stage 3 of the proposal process. In Stage 3, Transurban, its partners and the NSW Government will work together to procure the design and construction (D&C) price. The final funding sources will be a function of the D&C price. Financing activities As discussed above, THT provides funding to certain assets within the Transurban Group. The following financing activities were undertaken in the year ended 30 June 2013: • • September 2012 Refinanced $505.0 million of non-recourse project debt on Westlink M7. June 2013 Refinanced $260.0 million of non-recourse project debt on Lane Cove Tunnel. Debt maturity profiles The following chart shows the debt maturity profile related to assets through which THT provide funding to the wider Transurban Group. The chart shows the debt in the financial year it matures and in the case of the asset level debt, the full value of the debt facilities has been shown as this is the value of debt for refinancing purposes. Asset level debt maturity profile 800 700 600 500 400 300 200 100 0 0 4 5 9 2 0 4 3 0 6 2 5 2 2 0 D ec-13 Jun -14 D ec-14 Jun-15 D ec-15 Jun-16 D ec-16 Jun-17 D ec-17 Jun-18 D ec-18 Jun-19 D ec-19 Jun-20 D ec-20 Jun-21 D ec-21 Jun-22 D ec-22 Jun-23 M2 BANK DEBT M1 BANK DEBT LCT BANK DEBT 156 TRANSURBANTransurban Holding Trust Directors' report 30 June 2013 (continued) Financial risk management Transurban Group’s and THT’s exposure to financial risk management and its policies for managing that risk can be found in the Financial Risk Management note in note 38 of the statutory accounts. Note 38 to the Financial Statements outlines Transurban’s hedging policies, credit risk, interest rate risk and liquidity and funding policies. Corporate activities As a member of the Transurban Group the corporate activities of the wider group are applicable to THT. Change of CEO and Executive Management A number of changes were made throughout the year to the Transurban structure and Executive leadership team. In addition to Scott Charlton commencing in the role of CEO in July 2012, the following changes occurred: • • • • • • Establishment of a ‘Delivery and Operations’ team with Tim Steinhilber appointed as Group General Manager Establishment of a ‘Strategy’ team with Wes Ballantine appointed as Group General Manager Appointment of Sue Johnson as Group General Manager, Human Resources Appointment of Lisa Tobin as Group General Manager, Technology Appointment of Vin Vassallo as Group General Manager, Victoria following the departure of Elizabeth Mildwater from Transurban, and Appointment of Jennifer Aument as Group General Manager, North America. Issue of securities (underwriting amendment) As part of the interim distribution Transurban had announced its intention to have the distribution reinvestment plan underwritten by UBS up to an amount of $115 million (or approximately 50 per cent of the distribution). However, on 24 December 2012 this was deemed unnecessary as an agreement was reached with UniSuper Limited to issue 16,260,163 stapled securities at an issue price of $6.15 per security. The underwriting obligations of the interim distribution were therefore cancelled. People Diversity During the reporting period, Transurban established diversity committees to raise awareness and to identify opportunities to improve diversity at all levels of the business. The committees are comprised of representatives from across the Group. In the current period, a formal education program on diversity was provided to senior management, focusing on inclusive leadership and unconscious bias. A gender pay equity review was also undertaken during the year, with no matters of significance noted. The Transurban Group has identified gender diversity, cultural diversity and flexible work practices as its focus areas for the next year. The Group’s Diversity Policy has been reviewed to align it with these areas. 157 ANNUAL REPORT 2013Transurban Holding Trust Directors' report 30 June 2013 (continued) Leadership and development Twice a year the Transurban Group conducts a talent review with the Executive team. This review helps identify high potential individuals who may have the ability to move into a Senior Leadership or Executive role, or those who may be able to move laterally outside of their area of technical expertise. It also identifies successors for the Executive team and other future leaders. Development activities for this group are monitored throughout the year. In 2013 the Transurban Group ran a Senior Leadership Development Program focusing on strategy, safety, leadership and diversity. This program was offered in both the US and Australia. Transurban supports the development of women within the business and has recently started a Coaching and Mentoring program for female middle managers. Vision and values In the year ended 30 June 2013 Transurban reviewed and updated its vision and values to bring them into line with the updated Group strategy. Workshops and focus groups were conducted in offices to give employees significant input into the process. The values established through this process are integrity, collaboration, accountability, ingenuity and respect. Sustainability Transurban is committed to taking a sustainable approach to all our operations, projects and business practices to create the best outcomes for our government clients and communities. During the period, Transurban’s corporate strategy and reinforces our vision to “strengthen communities through transport”. the Transurban Board endorsed a revised Sustainability Strategy, which underpins The Sustainability Strategy highlights three key focus areas: Be good neighbours, Use less, and Think long term. The principles inherent in these focus areas enhance our ability to deliver efficient and integrated transport networks that support productivity and the wellbeing of our communities. We report on our outcomes in these areas in our annual Sustainability Report, which also outlines our commitments for the coming years. Further information on our Sustainability Strategy will be included in our 2013 Sustainability Report, which will be published in October 2013 on our website (www.transurban.com). Business risks and opportunities As a member of the Transurban Group the business risks and opportunities of the wider group are applicable to the Group. The following are key opportunities that may impact Transurban’s financial and operating result in future periods: • • • • • • • Negotiation of new business opportunities to develop projects and enhance the motorway networks in Transurban’s target markets Higher traffic volumes across Transurban’s assets resulting in stronger cashflows across the Group Integration of technology and systems across Transurban assets, including tolling systems, to leverage economies of scale available from Transurban’s network footprint. Policy change in approach to network pricing to drive efficiencies and improvements in capacity utilisation on Transurban’s assets Development of connecting infrastructure to drive improved traffic volumes on Transurban’s assets Changes in law or regulation, that may result in the reduction of taxes or other governmental charges or levies Realisation of benefits associated with financing arrangements and financial transactions, including sourcing new financing, the refinancing of existing indebtedness and credit exposures on transactions with financial counterparties. 158 TRANSURBANTransurban Holding Trust Directors' report 30 June 2013 (continued) The following are key risks that may impact Transurban’s financial and operating result in future periods: • • • • • • • • • • • • Reduced traffic volumes or an inability to grow traffic volumes The loss of a toll road concession for non-performance or default under a concession agreement, financing arrangements, or as a result of government action Existence and development of, or changes to, competing roads, feeder roads and other means of transport Changes in law or regulation, including the imposition of new or increased taxes or other governmental charges or levies Adverse tax developments, including as a result of legislative change or interpretation, and changes to accounting standards Dependency on the services of key contractors and counterparties for development and construction activities and for the provision of tolling, customer services, operations and maintenance services, road management and control systems Exposure to risks associated with financing arrangements and financial transactions, including sourcing new financing, the refinancing of existing indebtedness and credit exposures on transactions with financial counterparties Risks of accidents, incidents and other events relating to the assets and insurance policies not providing adequate protection against those risks Risks of technology failure, resulting in the inability to collect tolls or operate the assets Unexpected material maintenance of the assets Potential for involvement in legal, regulatory and other proceedings and disputes arising from business and operations; and Reliance on dividends, interest on and repayments of shareholder loans from concessionaires and other subsidiaries for funding. Risk Management Managing risk is an essential part of our business. Key risks are regularly reviewed by the Board, the Audit and Risk Committee and our Executive Committee. Transurban has a business-wide risk framework in place to help create and continuously improve a consistent and rigorous approach to identifying, analysing and evaluating risks. This framework has various policies, standards and guidelines attached to it, including the Risk Management Policy which can be found in the Corporate Governance section of our website (www.transurban.com). The framework is overseen by the Audit and Risk Committee and is actively managed by the Executive Committee. It is consistent with AS/NZ31000:2009 and is subject to regular review by internal audit. Our Audit and Risk Committee Charter is also available in the Corporate Governance section of our website. Significant changes in the state of affairs There have been no significant changes in the state of affairs of the Group during the year. Matters subsequent to the end of the financial year At the date of this report the Directors are not aware of any other circumstances that have arisen since 30 June 2013 that have significantly affected, or may significantly affect, the Group's operations in future financial years, the results of those operations in future financial years, or the Group's state of affairs in future financial years. Environmental regulation The Group is subject to environmental regulations under Australian Commonwealth and State laws and certain applicable laws in the USA. The Group maintains a comprehensive environmental management plan to monitor the performance of its motorways, and any external parties responsible for operating any of the Group’s motorways, and takes remedial steps where necessary. There were no significant breaches reported during the financial year on the Group’s assets. 159 ANNUAL REPORT 2013Transurban Holding Trust Directors' report 30 June 2013 (continued) Indemnification and insurance Each officer (including each director) of the Group is indemnified, to the maximum extent permitted by law, against any liabilities incurred as an officer of the Group pursuant to agreements with the Group. Each officer is also indemnified against reasonable costs (whether legal or otherwise) incurred in relation to relevant proceedings in which the officer is involved because the officer is or was an officer. The Group has arranged to pay a premium for a Directors and officers liability insurance policy to indemnify Directors and officers in accordance with the terms and conditions of the policy. The policy is subject to a confidentiality clause which prohibits disclosure of the nature of the liability covered, the name of the insurer, the limit of liability and the premium paid for this policy. Fees paid to and interest held in the Trust by the responsible entity or its associates Fees paid to the responsible entity out of Trust property during the year are disclosed in note 28. No fees were paid to the Directors of the responsible entity during the year out of Trust property. Interests in the Group issued during the financial year Balance at 1 July Units issues during the year Balance at 30 June Value of assets Value of group assets at 30 June 2013 Number $'000 2012 Number $'000 1,458,321 23,274 1,481,595 1,443,193 15,128 1,458,321 2013 $'000 2012 $'000 11,155,019 10,660,841 The value of the Group's assets is derived using the basis of accounting set out in Note 1 to the financial statements. Units under option There are 4,550,201 units of the Trust under share based payment schemes. 2,074,245 units were granted in the current year. 1,624,766 units were issued on the exercise of the relevant schemes. Current Directors' interests Non-Executive Directors Lindsay Maxsted Neil Chatfield Robert Edgar Samantha Mostyn Christine O'Reilly Rodney Slater Ian Smith . Executive Directors Scott Charlton (appointed 16 July 2012) Number of stapled securities 30,000 30,910 24,590 14,000 4,363 - 71,772 10,000 160 TRANSURBANTransurban Holding Trust Directors' report 30 June 2013 (continued) Auditor's independence declaration A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 162. Rounding of amounts The Group is of a kind referred to in Class Order 98/100, issued by the Australian Securities and Investments Commission, relating to the 'rounding off' of amounts in the Directors' report. Amounts in the Directors' report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, to the nearest dollar. Auditor PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001. This report is made in accordance with a resolution of Directors. Lindsay Maxsted Director Scott Charlton Director Melbourne 1 August 2013 161 ANNUAL REPORT 2013162 TRANSURBANTransurban Holding Trust Annual report 30 June 2013 - ARSN 098 807 419 Contents Financial statements Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Directors' declaration Independent auditor's report to the members Page 164 165 166 167 168 169 245 246 This financial report covers Transurban Holding Trust and its subsidiaries. The financial report is presented in the Australian currency. Transurban Holding Trust is a Trust registered and domiciled in Australia. Its registered office and principal place of business is: Level 3 505 Little Collins Street Melbourne 3000 VIC The financial report was authorised for issue by the Directors on 1 August 2013. The Directors have the power to amend and reissue the financial report. Through the use of the internet, we have ensured that our corporate reporting is timely, complete and available globally. All releases to the ASX and the media, financial reports and other information are available on our website: www.transurban.com 163 ANNUAL REPORT 2013Revenue Other income space Administration costs Promissory notes Construction costs Profit before depreciation and amortisation, net finance costs, equity accounted investments and income taxes expense Depreciation and amortisation space Finance income Finance costs Net finance income Share of net profits of equity accounted investments Profit before income tax Income tax expense Profit for the year Profit is attributable to: Unit holders of Transurban Holding Trust Non-controlling interests Transurban Holding Trust Consolidated income statement For the year ended 30 June 2013 Notes 2013 $'000 2012 $'000 4 5 6 7 12 8 476,975 484,530 25,944 25,333 (4,222) (1,676) (210,630) (216,528) (4,155) (1,476) (224,296) (229,927) 286,391 279,936 (108,605) (108,604) 550,514 (332,243) 218,271 520,620 (338,778) 181,842 - - 396,057 353,174 (2,816) 393,241 (2,574) 350,600 378,438 14,803 393,241 337,662 12,938 350,600 Cents Cents Earnings per unit for profit attributable to the ordinary unit holders: Basic earnings per unit Diluted earnings per unit 34 34 25.7 25.7 23.2 23.2 The above consolidated income statement should be read in conjunction with the accompanying notes. 164 TRANSURBANProfit for the year Other comprehensive income Items that may be reclassified to profit or loss Changes in the fair value of cash flow hedges, net of tax Blank Other comprehensive income for the year, net of tax Total comprehensive income for the year Total comprehensive income for the year is attributable to: Unit holders of Transurban Holding Trust Non-controlling interest Transurban Holding Trust Consolidated statement of comprehensive income For the year ended 30 June 2013 2013 $'000 2012 $'000 393,241 350,600 21,576 21,576 (71,286) (71,286) 414,817 279,314 397,777 17,040 414,817 273,473 5,841 279,314 The above notes. consolidated statement of comprehensive income should be read in conjunction with the accompanying 165 ANNUAL REPORT 2013ASSETS Current assets Cash and cash equivalents Trade and other receivables Total current assets Non-current assets Receivables Term loan notes Derivative financial instruments Deferred tax assets Intangible assets Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables Borrowings Derivative financial instruments Current tax liabilities Provisions Other liabilities Total current liabilities Non-current liabilities Borrowings Derivative financial instruments Other liabilities Total non-current liabilities Total liabilities Net assets UNIT HOLDERS' FUNDS Issued units Reserves Accumulated losses Non-controlling interests Total unit holders' funds Transurban Holding Trust Consolidated balance sheet As at 30 June 2013 Notes 2013 $'000 2012 $'000 9 10 11 13 14 15 16 17 18 14 19 20 18 14 20 21 22 22 28,675 371,712 400,387 3,545 248,970 252,515 6,592,291 831,646 372 3,774 3,326,549 10,754,632 6,398,365 782,667 70 2,700 3,224,524 10,408,326 11,155,019 10,660,841 233,797 438,256 7,037 612 210,803 27,128 917,633 224,837 - 76 1,784 195,821 20,549 443,067 4,615,420 56,803 22,918 4,695,141 4,710,362 85,039 20,326 4,815,727 5,612,774 5,258,794 5,542,245 5,402,047 7,335,659 (52,319) (1,779,494) 38,399 5,542,245 7,240,721 (70,142) (1,804,650) 36,118 5,402,047 The above consolidated balance sheet should be read in conjunction with the accompanying notes. 166 TRANSURBANTransurban Holding Trust Consolidated statement of changes in equity For the year ended 30 June 2013 Attributable to unit holders of Transurban Holding Trust Notes Issued units $'000 Reserves $'000 Accumulated losses $'000 Non- controlling interests $'000 Total unit holders' funds $'000 Balance at 1 July 2011 7,188,221 (6,839) (1,814,990) 43,313 5,409,705 Comprehensive income Profit for the year Other comprehensive income Total comprehensive income Transactions with owners in their capacity as owners: Treasury units Distribution reinvestment plan Changes in value of share-based payment reserve Distributions provided for or paid Distributions paid to non-controlling interests 21 21 22 22 - - - - (64,189) (64,189) 337,662 - 337,662 12,938 (7,097) 5,841 350,600 (71,286) 279,314 413 51,682 405 - - 52,500 - - 886 - - 886 - - - - 413 51,682 44 (327,366) - (327,322) - - (13,036) (13,036) 1,335 (327,366) (13,036) (286,972) Balance at 30 June 2012 7,240,721 (70,142) (1,804,650) 36,118 5,402,047 Balance at 1 July 2012 7,240,721 (70,142) (1,804,650) 36,118 5,402,047 Comprehensive income Profit (loss) for the year Other comprehensive income Total comprehensive income Transactions with owners in their capacity as owners: Treasury units Distribution reinvestment plan Changes in value of share-based payment reserve Distributions provided for or paid Distributions paid to non-controlling interests Placement to Uni Super Deferred Short Term Incentives issued 21 21 22 22 - - - - 19,339 19,339 378,438 - 378,438 14,803 2,237 17,040 393,241 21,576 414,817 - 23,705 1,111 - - 68,200 1,922 94,938 - - (1,516) - - - - (1,516) - - - - - 23,705 - (353,282) - - - (353,282) - - (14,759) - - (14,759) (405) (353,282) (14,759) 68,200 1,922 (274,619) Balance at 30 June 2013 7,335,659 (52,319) (1,779,494) 38,399 5,542,245 The above notes. consolidated statement of changes in equity should be read in conjunction with the accompanying 167 ANNUAL REPORT 2013Cash flows from operating activities Receipts from customers (inclusive of GST) Payments to suppliers (inclusive of GST) Interest received Interest paid Income taxes paid Net cash from operating activities inflow Cash flows from investing activities Payments for intangible assets Net cash outflow from investing activities Cash flows from financing activities Proceeds from borrowings, net of costs Repayment of borrowings Loans to/from related parties Repayment of loans to/from related parties Distributions paid to Transurban Group's security holders Distributions paid to non-controlling interests in subsidiaries Net cash inflow from financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at end of the year Transurban Holding Trust Consolidated statement of cash flows For the year ended 30 June 2013 Notes 2013 $'000 2012 $'000 296,057 (27,501) 130,918 (313,914) (5,061) 80,499 269,623 (29,242) 129,982 (292,292) (3,094) 74,977 (211,038) (211,038) (217,546) (217,546) 398,616 (312,000) (472,417) 867,889 (316,558) (9,861) 155,669 25,130 3,545 28,675 630,715 (515,000) (335,969) 664,608 (294,958) (14,318) 135,078 (7,491) 11,036 3,545 32 23 9 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes. 168 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 Contents of the notes to the consolidated financial statements 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 Summary of significant accounting policies Trust formation and termination Segment information Revenue Other income Expenses Net finance income Income tax expense Current assets - Cash and cash equivalents Current assets - Trade and other receivables Non-current assets - Receivables Equity accounted investments Non-current assets - Term loan notes Derivative financial instruments Deferred tax assets and liabilities Non-current assets - Intangible assets Current liabilities - Trade and other payables Borrowings Current liabilities - Provisions Other liabilities Issued units Reserves and accumulated losses Distributions Remuneration of auditors Contingencies Intra-group guarantees Commitments Related party transactions Subsidiaries Parent entity financial information Events occurring after balance sheet date Reconciliation of profit after income tax to net cash inflow from operating activities Non-cash investing and financing activities Earnings per unit Share-based payments Critical accounting estimates and judgements Key management personnel disclosures Financial risk management Page 170 179 179 180 180 181 181 182 182 183 183 184 185 186 187 188 190 190 191 192 193 195 196 196 197 197 198 198 200 201 201 202 202 202 203 206 208 239 169 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies The principal accounting policies adopted in the preparation of the consolidated financial report are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial report includes the consolidated entity consisting of Transurban Holding Trust and its subsidiaries (the Group). (a) Basis of preparation These general purpose financial statements have been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations and the Corporations Act 2001. The Group’s current liabilities exceed its current assets by $517.2 million as at 30 June 2013. The financial report has been prepared on a going concern basis, which contemplates the continuity of normal operations, as the Group is trading profitably and has continually been able to refinance maturing debt. In addition, at 30 June 2013 the Group has available a total of $217.9 million of undrawn borrowing facilities. Compliance with International Financial Reporting Standards (IFRS) The consolidated financial statements of Transurban Holding Trust also comply with IFRS as issued by the International Accounting Standards Board. Early adoption of standards The Group has not elected to adopt any new accounting standards early. Historical cost convention These financial statements have been prepared under the historical cost convention, as modified by the revaluation of other financial assets and liabilities (including derivative financial instruments). Rounding of amounts The Group is of a kind referred to in Class Order 98/100, issued by the Australian Securities and Investments Commission, relating to the 'rounding off' of amounts in the financial statements. Amounts in the financial statements have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, to the nearest dollar. (b) Principles of consolidation Subsidiaries Subsidiaries are all those entities over which the Group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control de-consolidated from the date that control ceases. is transferred to the Group. They are The consolidated financial statements incorporate an elimination of inter-entity transactions and balances and other adjustments necessary to present the financial statements on a combined basis. The accounting policies adopted in preparing the financial statements have been consistently applied by the individual entities comprising the Group except as otherwise indicated. The acquisition method of accounting is used to account for business combinations by the Group (refer to note 1(g)). Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated income statement, statement of comprehensive income, balance sheet and statement of changes in equity respectively. 170 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies (continued) (b) Principles of consolidation (continued) Associates and joint ventures Associates are all entities over which the Group has significant influence but not control. Interests in joint ventures are where the Group jointly controls an entity with another party (refer to note 12). The Group's share of its associates' and joint ventures' post-acquisition profits or losses is recognised in the income statement, and its share of post-acquisition movements in reserves is recognised in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group’s share of losses in an associate or joint venture equals or exceeds its interest in the associate or joint venture, the Trust does not recognise further losses. Dividends received from associates and joint ventures reduce the carrying amount of the investment. Changes in ownership interests The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of to non-controlling interests and any consideration paid or received is recognised in a separate reserve within equity. the adjustment (c) Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Executive Officer (the chief operating decision maker) and the Executive Committee, who report to the Chief Executive Officer (CEO). (d) Revenue recognition Revenue is measured at the fair value of the consideration received or receivable. Revenue is recognised for the major business activities as follows: • • • • Rental revenue - Rental revenue is recognised as earned in accordance with the lease contract. Interest income - Interest income is recognised using the effective interest rate method. Construction revenue - During the construction phase of service concession infrastructure assets, the Group records an intangible asset representing the right to charge users of the infrastructure and recognises revenue from the construction of the infrastructure. Revenue and expenses associated with construction contracts are recognised in accordance with the percentage of completion method. Distribution revenue - Distribution revenue is recognised when the Trust’s right to receive payment is established. (e) Income tax Pursuant to the provisions of the Income Tax Legislation, Trusts are not liable to income tax provided that its taxable income (including assessable realised capital gains) is fully distributed to unit holders. Income tax is brought to account in the financial statements to the extent it relates to companies in the Group. The income tax expense or benefit for the period is the tax payable or benefit on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. 171 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies (continued) (e) Income tax (continued) The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Trust's subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in foreign operations where the Trust is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Current and deferred tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. (f) Leases Leases in which a significant portion of the risk and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight line basis over the period of the lease. Lease incentives are recognised as a reduction of the rental expense over the lease term on a straight line basis. (g) Business combinations the assets transferred, for all business combinations, The acquisition method of accounting is used to account including business combinations involving entities or businesses under common control, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the fair values of the liabilities incurred and the equity interests issued by the Trust. The consideration transferred also includes the fair value of any contingent consideration arrangement and the fair value of any pre-existing equity interest in the subsidiary. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Trust recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest's proportionate share of the acquiree’s net identifiable assets. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition date fair value of any previous equity interest in the acquiree over the fair value of the Trust's share of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the subsidiary acquired and the measurement of all amounts has been reviewed, the difference is recognised directly in profit or loss as a bargain purchase. 172 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies (continued) (g) Business combinations (continued) Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity's incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions. Contingent consideration is classified either as equity or a financial liability are subsequently remeasured to fair value with changes in fair value recognised in the income statement. liability. Amounts classified as a financial (h) Impairment of assets At each reporting date, the Group assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the Group makes an estimate of the recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount through the income statement. The decrement in the carrying amount is recognised as an expense in the income statement in the reporting period in which the impairment occurs. Recoverable amount is the greater of fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. (i) Cash and cash equivalents For statement of cash flow presentation purposes, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet. (j) Investments and other financial assets Classification The Group classifies its investments and other financial assets in the following categories: financial assets at fair value through profit or loss, loans and receivables and held-to-maturity investments. The classification depends on the purpose for which the investments were acquired. The classification of the Group's investments are determined at initial recognition and re-evaluated at each reporting date. Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short-term. Derivatives are classified as held for trading unless they are designated as hedges. Assets in this category are classified as current assets. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than 12 months after the reporting date which are classified as non-current assets. Loans and receivables are included in trade and other receivables (current) (note 10) and in receivables (non-current) (note 11) in the balance sheet. 173 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies (continued) (j) Investments and other financial assets (continued) Loans and receivables Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less allowance for impairment. Trade receivables are due for settlement no more than 30 days from revenue recognition. (continued) Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off by reducing the carrying amount directly. An impairment allowance account (provision for impairment of trade receivables) is used when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. The amount of the impairment allowance is the difference between the asset’s carrying amount and the present value of estimated future cash flows. The amount of the impairment allowance is recognised in the income statement. Held-to-maturity investments (term loan notes) Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group's management has the positive intention and ability to hold to maturity. If the Group were to sell other than an insignificant amount of held-to-maturity financial assets, the whole category would be tainted and reclassified as available-for-sale. Held-to-maturity financial assets are included in non-current assets, except for those with maturities less than 12 months from the reporting date, which are classified as current assets. Recognition and derecognition Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value and transaction costs are expensed in the income statements. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. When securities classified as available-for-sale are sold, the accumulated fair value adjustments recognised in other comprehensive income are reclassified to profit or loss as gains and losses from investment securities. Subsequent measurement Loans and receivables and held-to-maturity investments are carried at amortised cost using the effective interest method. Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Gains or losses arising from changes in the fair value of the 'financial assets at fair value through profit or loss' category are presented in profit or loss within other income or other expenses in the period in which they arise. Dividend income from financial assets at fair value through profit or loss is recognised in profit or loss as part of revenue from continuing operations when the Trust's right to receive payments is established. 174 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies (continued) (j) Investments and other financial assets (continued) Impairment The Group assesses at each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. In the case of equity securities classified as available-for-sale, a significant or prolonged decline in the fair value of a security below its cost is considered as an indicator that the securities are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in the income statement - is reclassified from equity and recognised in the income statement as a reclassification adjustment. Impairment losses recognised in the income statement on equity instruments classified as available-for-sale are not reversed through the income statement. (k) Derivatives and hedging activities Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at the end of each reporting period. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The designates certain derivatives as either: Group • • hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedges), or hedges of a particular risk associated with the cash flows of recognised assets and liabilities and highly probable forecast transactions (cash flow hedges). At the inception of the hedging transaction, the Group documents the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items. The fair values of various derivative financial instruments used for hedging purposes are disclosed in note 14. Movements in the hedging reserve in shareholder's equity are shown in note 22. The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months; it is classified as a current asset or liability when the remaining maturity of the hedged item is less than 12 months. Trading derivatives are classified as a current asset or liability. Cash flow hedge The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in the hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately in the income statement. Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item will affect profit or loss. The gain or loss relating to the effective portion of interest rate swaps hedging variable rate borrowings is recognised in the income statement. When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately reclassified to the income statement. Derivatives that do not qualify for hedge accounting Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for hedge accounting are recognised immediately in the income statement. 175 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies (continued) (l) Intangible assets Concession Assets the Group's rights to operate roads under Service Concession Arrangements. Concession Assets represent Concession Assets constructed by the Group are recorded at the fair value of consideration received or receivable for the construction services delivered. Concession Assets acquired by the Group are recorded at the fair value of the assets at the date of acquisition. All Concession Assets are classified as intangible assets and are amortised over the term of the right to operate the asset on a straight line basis. For details of concession agreement dates refer to note 16. Where work is in progress, it is classified as assets under construction. (m) Financial liabilities Trade and other payables Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Concession and promissory notes The Group has non-interest bearing long term debt, represented by Concession and Promissory Notes, payable to the government, measured at the net present value of expected future payments. (n) Borrowings Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any differences between the proceeds (net of transaction costs) and the redemption amount is recognised in the income statement over the period of the borrowings using an effective interest method. Borrowings are removed from the balance sheets when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in the income statement as finance income or finance costs. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period. (o) Borrowing costs Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the consolidated income statement over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates. Costs incurred in connection with the arrangement of borrowings are deferred and amortised over the effective period of the funding. (p) Provisions Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. Provisions are not recognised for future operating losses. 176 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies (continued) (p) Provisions (continued) Provisions are discounted to the present value of management's best estimate of the expenditure required to settle the present obligation at the reporting date. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the discount unwinding over the passage of time is recognised as a finance cost. Provision for distribution Provision is made for the amount of any distribution declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period. (q) Contributed equity Units in the Trust are classified as equity. Incremental costs directly attributable to the issue of new stapled securities are shown in equity as a deduction, net of tax, from the proceeds. If the Group reacquires its own securities, those securities are deducted from equity. No gain or loss is recognised in the profit or loss and the consideration paid including any directly attributable incremental costs (net of income taxes) is recognised directly in equity. (r) Parent entity financial information The financial information for the parent entity, Transurban Holding Trust, disclosed in note 30 has been prepared on the same basis as the consolidated financial statements, except as set out below. Investments in subsidiaries, associates and joint venture entities Investments in subsidiaries and associates are accounted for at cost in the financial statements of Transurban Holding Trust. Dividends received from associates are recognised in the parent entity's profit or loss, rather than being deducted from the carrying amount of these investments. (s) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the balance sheet. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows. (t) New accounting standards and interpretations Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2013 reporting periods. The Group's assessment of the impact of these new standards and interpretations is set out below. 177 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies (continued) (t) New accounting standards and interpretations (continued) (i) AASB 9 AASB 9 (December 2010) Financial and AASB 2010-7 Instruments, (effective from 1 January 2015) AASB 2009-11 Amendments to Australian Accounting Standards arising from Amendments to Australian Accounting Standards arising from AASB 9 AASB 9 Financial Instruments addresses the classification, measurement and derecognition of financial assets and financial liabilities. The standard is not applicable until 1 January 2015 but is available for early adoption. Management are in the process of assessing the impact on financial assets but do not believe this will be significant. There will be no impact on the Group's accounting for financial liabilities, as the new requirements only affect the accounting for financial liabilities that are designated at fair value through profit or loss and the Trust does not have any such liabilities. The Group has not yet decided when to adopt AASB 9. (ii) Entities, Ventures, Consolidated Financial revised AASB 127 AASB 2011-7 AASB 10 Other Joint and Joint Arrangements Standards Transition Guidance and Other Amendments and Statements, Separate Financial AASB 11 Joint Statements, Arrangements, AASB 128 AASB 12 Investments in Associates and Disclosure of Interests in Amendments to Australian Accounting Standards arising from the Consolidation AASB 2012-10 Amendments to Australian Accounting Standards - (effective 1 January 2013) In August 2011, the AASB issued a suite of five new and amended standards which address the accounting for joint arrangements, consolidated financial statements and associated disclosures. AASB 10 replaces all of the guidance on control and consolidation in AASB 127 Consolidated and Separate Financial Statements, and Interpretation 112 Consolidation - Special Purpose Entities. The core principle that a consolidated entity presents a parent and its subsidiaries as if they are a single economic entity remains unchanged, as do the mechanics of consolidation. However the standard introduces a single definition of control that applies to all entities. It focuses on the need to have both power and rights or exposure to variable returns before control is present. Power is the current ability to direct the activities that significantly influence returns. Returns must vary and can be positive, negative or both. Management have assessed the impact of AASB10 and do not believe it changes our assessment of control over any entities where the Group has an equity interest. AASB 11 introduces a principles based approach to accounting for joint arrangements. The focus is no longer on the legal structure of joint arrangements, but rather on how rights and obligations are shared by the parties to the joint arrangement. AASB 11 also provides guidance for parties that participate in joint arrangements but do not share joint control. This will not impact how the Group currently accounts for joint arrangements. AASB 12 sets out the required disclosures for entities reporting under the two new standards, AASB 10 and AASB 11, and replaces the disclosure requirements currently found in AASB 127 and AASB 128. Application of this standard by the Group will not affect any of the amounts recognised in the financial statements, but will impact the type of information disclosed in relation to the Group's investments. Amendments to AASB 128 provide clarification that an entity continues to apply the equity method and does not remeasure its retained interest as part of ownership changes where a joint venture becomes an associate, and vice versa. The amendments also introduce a 'partial disposal' concept. The Group is still assessing the impact of these amendments. The Group does not expect to adopt the new standards before their operative date. 178 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies (continued) (t) New accounting standards and interpretations (continued) (iii) AASB 13 from AASB 13 (effective 1 January 2013) Fair Value Measurement and AASB 2011-8 Amendments to Australian Accounting Standards arising AASB 13 was released in September 2011. It explains how to measure fair value and aims to enhance fair value disclosures. Current measurement techniques will change as a result of new guidance. The impact of the new rules on any of the amounts recognised in the financial statements is not expected to be material. Application of the new standard will information disclosed in the notes to the consolidated financial the type of statements. The Group intends to adopt the new standard from 1 July 2013. impact (iv) AASB 2011-4 Personnel Disclosure Requirements (effective 1 July 2013) Amendments to Australian Accounting Standards to Remove Individual Key Management (KMP) disclosure In July 2011 the AASB decided to remove the individual key management personnel requirements from AASB 124 Related Party Disclosures, to achieve consistency with the international equivalent standard and remove a duplication of the requirements with the Corporations Act 2001. While this will reduce the disclosures that are currently required in the notes to the financial statements, it will not affect any of the amounts recognised in the financial statements. The amendments apply from 1 July 2013 and cannot be adopted early. The Corporations Act requirements in relation to remuneration reports will remain unchanged for now, but these requirements are currently subject to review and may also be revised in the near future. (v) IAS 36 Amendments to IAS 36 Impairment of Assets (effective 1 January 2014) The IASB has made small changes to some of the disclosures that are required under IAS 36 Impairment of Assets. These may result in additional disclosures if the group recognises an impairment loss or the reversal of an impairment loss during the period. They will not affect any of the amounts recognised in the financial statements. The group intends to apply the amendment from 1 July 2014. 2 Trust formation and termination The Transurban Holding Trust was established on 15 November 2001. The Trust was due to terminate on 20 December 2081 unless terminated earlier. However, amendments made to the Trust Deed have extended the Trust to perpetuity. The Trust was registered as a managed investment scheme by the Australian Securities and Investments Commission on 28 November 2001. 3 Segment information Business segment Management has determined that Transurban Holding Trust has one operating segment, based on the review and management of the consolidated Group. Transurban Holding Trust operations involve the leasing of assets and the provision of funding to the Transurban Group or associates of the Transurban Group. All revenues and expenses are directly attributable to these activities. The management structure and internal reporting of the Trust are based on this operating segment. 179 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) Notes 4(a) 4(b) 2013 $'000 2012 $'000 265,468 210,630 877 476,975 260,060 224,296 174 484,530 4 Revenue Rental income Construction revenue Other revenue Total revenue (a) Rental income Rental income is derived from property held by the Group and is recognised in the income statement in accordance with the lease contract. (b) Construction revenue Construction revenue is recognised during the construction phase of an intangible asset. 5 Other income Concession fees (a) Concession fees Notes 5(a) 2013 $'000 2012 $'000 25,944 25,944 25,333 25,333 Income from concession fees relates to the CityLink concession notes, Pursuant to the Agreement for the Melbourne CityLink Concession Deed (the Concession Deed), CityLink Melbourne Limited (CityLink) (a member of the Transurban Group), is required to pay annual concession fees for the duration of CityLink's concession period. Until a certain threshold rate of return on the project is achieved, the payment of concession fees due under the Concession Deed can be satisfied by means of non-interesting bearing concession notes. Following agreements reached with the State of Victoria (the State), the Group paid a total of $765 million for the State to assign all current concession notes issued to the State to Transurban Holding Trust and the State directed CityLink to pay future concession notes to Transurban Holding Trust. Accordingly, CityLink continues to issue notes semi-annually to Transurban Holding Trust, and the Group recognises concession note income from the issue of these notes, at the present value of expected future repayments. 180 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 6 Expenses Profit before income tax includes the following specific expenses: 2013 $'000 2012 $'000 Depreciation and amortisation expense - operating cost 108,605 108,604 7 Net finance income Finance income Interest income from related parties Other interest income Net foreign exchange gains Net movement in promissory note payable Re-measurement of concession notes receivable Total finance income Finance costs Interest and finance charges paid/payable Net movement in promissory note payable Total finance costs Net finance income (a) Re-measurement of concession notes Notes 2013 $'000 2012 $'000 486,562 844 3,601 - 59,507 550,514 462,093 494 4,272 1,052 52,709 520,620 7(a) (331,553) (690) (332,243) (338,778) - (338,778) 218,271 181,842 Re-measurement of concession notes represent the discount unwinding over the passage of time on these notes and the change in the payment profile of the concession notes. 181 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 8 Income tax expense Income tax expense Current tax Deferred tax (Over) provided in prior years Deferred income tax (revenue) included in income tax expense comprises: (Increase) in deferred tax assets (note 15) Increase in deferred tax liabilities (note 15) Numerical reconciliation of income tax expense to prima facie tax payable Profit before income tax expense Tax at the Australian tax rate of 30% (2012 - 30%) Tax effect of amounts which are not deductible (taxable) in calculating taxable income: Trust income not subject to tax (Over) provided in prior years Income tax expense 9 Current assets - Cash and cash equivalents Cash at bank and in hand All cash balances are interest bearing. 2013 $'000 2012 $'000 3,890 (1,074) - 2,816 (1,212) 138 (1,074) 3,534 (936) (24) 2,574 (1,041) 105 (936) 2013 $'000 2012 $'000 396,057 118,817 353,174 105,952 (116,001) 2,816 (103,354) 2,598 - 2,816 (24) 2,574 (398,873) (355,748) 2013 $'000 2012 $'000 28,675 28,675 3,545 3,545 182 TRANSURBAN10 Current assets - Trade and other receivables Loans to related parties Prepayments Other receivables Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) Notes 10(a) 10(b) 2013 $'000 2012 $'000 369,226 1,760 726 371,712 245,699 1,534 1,737 248,970 No class within trade and other receivables contain impaired or past due assets. Based on the credit history, it is expected these amounts will be received when due. The Group does not hold any collateral in relation to these receivables. (a) Loans to related parties Loans to related parties predominantly represent interest and finance charges on funds loaned from Transurban Finance Company Pty Limited, distributions receivable from its subsidiaries and accrued interest from a related party. There is no allowance for doubtful debts as the counterparties are related parties. (b) Prepayments Prepayments relate to expenses that have been paid but not yet incurred as at 30 June 2013. 11 Non-current assets - Receivables Concession notes Loans to related parties Notes 11(a) 11(b) 2013 $'000 2012 $'000 717,834 5,874,457 6,592,291 632,383 5,765,982 6,398,365 None of the non-current receivables are impaired or past due but not impaired. (a) Concession notes Following agreements reached with the State of Victoria (the State), the Group paid a total of $765 million for the State to assign all current concession notes issued to the State to Transurban Holding Trust and the State directed CityLink to pay future concession notes to Transurban Holding Trust. (b) Loans to related parties Loans to related parties represents amounts advanced to other members of the Transurban Group. There is no allowance for doubtful debts as the counterparties are related parties. 183 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 12 Equity accounted investments Westlink M7: Westlink Motorway Limited WSO Finance Pty Limited Westlink Motorway Partnership 2013 % 2012 % 2013 $'000 2012 $'000 50 50 50 50 50 50 150 150 - - - - - - - - Each of the above is a member of the Westlink Group, established to invest in, construct and operate the Westlink M7 Motorway in Sydney for a period of 34 years until February 2037. All were incorporated in Australia. Westlink Motorway Limited is the nominee manager of the Westlink Motorway Partnership. WSO Finance Pty Limited is the financier of the Motorway. Westlink Motorway Partnership was responsible for the construction of the Motorway. The Motorway opened for operation on 16 December 2005. Summarised financial information of equity accounted investments 2013 Westlink M7 2012 Westlink M7 Ownership Interest % Assets $'000 Group's share of: Liabilities $'000 Revenues $'000 Loss $'000 50 50 1,266,001 1,266,001 (1,540,258) (1,540,258) 60,827 60,827 (37,165) (37,165) 726,107 726,107 (970,838) (970,838) 60,350 60,350 (22,044) (22,044) 184 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 12 Equity accounted investments (continued) Movements in carrying amounts Balance 1 July Share of recognised losses after income tax Additional investment acquired Balance at 30 June Losses not recognised Balance at 1 July Unrecognised losses for the year Balance at 30 June Share of equity accounted investments' expenditure commitments As at the reporting date, there are no expenditure commitments. Contingent liabilities of equity accounted investments As at the reporting date, there are no contingent liabilities. 13 Non-current assets - Term loan notes Term loan notes 2013 $'000 2012 $'000 - - - - - - - - 148,612 37,165 185,777 126,568 22,044 148,612 2013 $'000 2012 $'000 831,646 831,646 782,667 782,667 Term Loan Notes (TLN's) represent Transurban’s debt funding contribution to the Westlink M7 Motorway. The fixed maturity date of the TLN's is the earlier of 34 years and the termination of the “Agreement to Lease” between the Roads and Maritime Services (formerly known as the Roads and Traffic Authority) of New South Wales and Westlink Motorway Limited. The interest rate charged on these notes is 11.93 per cent and any unpaid interest capitalises into additional notes. During the year ended 30 June 2013 the Group capitalised interest of $49.0 million (2012: $58.4 million). The TLN's are accounted for as held-to-maturity investments. Impairment and risk exposure None of the TLN's are either past due or impaired. All TLN's are denominated in Australian currency. As a result, there is no exposure to foreign currency risk. There is also no exposure to price risk as the investments will be held to maturity. 185 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 2013 $'000 2012 $'000 372 372 372 7,037 7,037 56,803 56,803 63,840 70 70 70 76 76 85,039 85,039 85,115 14 Derivative financial instruments Non-current assets Interest rate swap contracts - cash flow hedges Total non-current derivative financial instruments Total derivative financial instrument assets Current liabilities Interest rate swap contracts - cash flow hedges Total current derivative financial instrument liabilities Non-current liabilities Interest rate swap contracts - cash flow hedges Total non-current derivative financial instrument liabilities Total derivative financial instrument liabilities Instruments used by the Group The Group is party to derivative financial instruments in the normal course of business in order to hedge exposure to fluctuations in interest and foreign exchange rates in accordance with the Group's financial risk management policies (refer to note 38). The instruments used by the Group are as follows: Interest rate swap contracts - cash flow hedges The Group uses interest rate swap contracts for hedging purposes to convert variable rate borrowings to fixed interest. Variable rate borrowings of the Group currently bear an average interest rate of 4.5 per cent (2012: 5.3 per cent). It is policy to protect part or all of the loans from exposure to increasing interest rates. Accordingly, the Group has entered into interest rate swap contracts under which it receives interest at variable rates and pays interest at fixed rates. Swaps taken out by the Group currently cover 93 per cent (2012: 99 per cent) of long term variable debt. The average all-in rate after hedging on the hedged portion of the Group's variable rate borrowings is 6.9 per cent (2012: 7.1 per cent). 186 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 15 Deferred tax assets and liabilities Assets Liabilities Net 2013 $'000 2012 $'000 2013 $'000 2012 $'000 2013 $'000 2012 $'000 The balance comprises temporary differences attributable to: Current year and prior year losses Receivables Tax assets/(liabilities) Set off of tax Net tax assets Movements Opening balance at 1 July Credited/(charged) to the income statement Balance at 30 June Deferred tax assets/(liabilities) to be recovered after more than 12 months 5,325 - 5,325 (1,551) 3,774 4,113 1,212 5,325 4,113 - 4,113 (1,413) 2,700 3,072 1,041 4,113 - (1,551) (1,551) 1,551 - (1,413) (138) (1,551) - (1,413) (1,413) 1,413 - (1,308) (105) (1,413) 5,325 (1,551) 3,774 - 3,774 2,700 1,074 3,774 5,325 5,325 4,113 4,113 (1,551) (1,551) (1,413) (1,413) 3,774 3,774 4,113 (1,413) 2,700 - 2,700 1,764 936 2,700 2,700 2,700 The set off of deferred tax assets and liabilities relates to deferred tax balances for Australian domiciled entities that are levied tax by the Australian Taxation Office. 187 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 16 Non-current assets - Intangible assets CityLink $'000 Hills M2 Motorway $'000 Lane Cove Tunnel $'000 Assets under construction $'000 Total $'000 1,207,442 (294,638) 912,804 2,116,141 (417,414) 1,698,727 348,290 (11,740) 336,550 160,751 - 160,751 3,832,624 (723,792) 3,108,832 912,804 - (40,475) 872,329 1,698,727 - (54,945) 1,643,782 336,550 - (13,184) 323,366 160,751 224,296 - 385,047 3,108,832 224,296 (108,604) 3,224,524 1,207,442 (335,113) 872,329 2,116,141 (472,359) 1,643,782 348,290 (24,924) 323,366 385,047 - 385,047 4,056,920 (832,396) 3,224,524 872,329 - (40,475) 831,854 1,643,782 - (54,945) 1,588,837 323,366 - (13,185) 310,181 385,047 210,630 - 595,677 3,224,524 210,630 (108,605) 3,326,549 1,207,442 (375,588) 831,854 2,116,141 (527,304) 1,588,837 348,290 (38,109) 310,181 595,677 - 595,677 4,267,550 (941,001) 3,326,549 1 July 2011 At Cost Accumulation amortisation Net book amount Year ended 30 June 2012 Opening net book amount Additions Amortisation charge Closing net book amount 30 June 2012 At Cost Accumulation amortisation Net book amount Year ended 30 June 2013 Opening net book amount Additions Amortisation charge Closing net book amount 30 June 2013 At Cost Accumulated amortisation Net book amount Concession assets The CityLink, Hills M2, Eastern Distributor and Lane Cove Tunnel Service Concession Arrangements have been accounted for in accordance with AASB-I 12 and therefore the concession assets have been classified as Intangible Assets. CityLink concession asset Transurban holds the Concession for Melbourne’s CityLink tollway which grants the Group the right to design, build, operate and maintain CityLink for the concession period ending on 14 January 2034 (being 34 years following completion of construction). The Concession Deed also requires Transurban to maintain the Motorway. Transurban has the right to collect tolls from CityLink for the duration of the Concession Arrangement and maintains the tollway to ensure continuous availability for public use. Tolls are escalated in accordance with the maximum allowable increases in the Concession Deed, being a quarterly escalation at the greater of quarterly CPI or 1.1065 per cent (equivalent to an annual escalation rate of 4.5 per cent) for the first 15 years then quarterly by CPI, but no greater than annual CPI plus 2.5 per cent. At the end of the concession period, all concession assets are to be returned to the Victorian State Government. 188 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 16 Non-current assets - Intangible assets (continued) Concession assets (continued) Hills M2 concession asset Transurban has the right to toll the Hills M2 Motorway until 2046, following completion of the upgrade project. The Concession Deed also requires Transurban to maintain the Motorway. Toll increases for the Motorway are based on a maximum toll increase as defined in the Concession Deed, being a quarterly escalation at the greater of quarterly CPI or 1 per cent, subject to integer rounding. At the end of the concession period, all concession assets will be returned to the NSW State Government. Lane Cove Tunnel Transurban has the right to toll the Lane Cove Tunnel until January 2037. The Concession Deed also requires Transurban to maintain the Motorway. Toll increases for the Lane Cove Tunnel are based on the maximum toll increase as defined in the Concession Deed, being a quarterly escalation of CPI, subject to the nearest whole cent rounding. At the end of the concession period, all concession assets will be returned to the NSW State Government. Assets under construction The Group is currently undertaking upgrade works on the Hills M2 Motorway. These will be transferred to the respective intangible assets upon completion. Impairment testing The Group tests whether goodwill and other intangible assets have suffered any impairments, in accordance with the accounting policy stated in note 1(h). The recoverable amount of assets and cash-generating units have been determined based on the greater of value-in-use and fair value less cost to sell calculations. These calculations require the use of assumptions regarding traffic flows, discount rates, growth rates and other factors affecting operating activities of cash-generating units. Key assumptions used for calculating the recoverable amount The Group makes assumptions in calculating the recoverable amount of its cash generating units. These include assumptions around expected traffic flows and forecast operational costs. In performing the calculations the Group has applied a discount rate of 8.2 per cent (2012: 8.8 to 11.0 per cent), representing the implied discount rate applicable to the risk profile of the Group's assets, to discount the forecast future attributable cash flows. In determining future cash flows, the Group has also applied rates of growth to underlying operating assumptions to reflect the expected performance of the assets beyond the budget period in accordance with the respective concessions. The operating costs have been escalated in line with a combination of Consumer Price Index (CPI) and Average Weekly Earnings (AWE) forecasts. A long term CPI rate of 2.5 per cent (2012: 2.5 per cent) and AWE of 4.0 per cent (2012: 4.0 per cent) have been used. 189 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 2013 $'000 2012 $'000 24,365 209,432 233,797 24,041 200,796 224,837 Notes 2013 $'000 2012 $'000 18(b) 18(a) 18(b) 438,256 438,256 - - 1,504,852 3,110,568 4,615,420 1,412,849 3,297,513 4,710,362 5,053,676 4,710,362 17 Current liabilities - Trade and other payables Trade payables and accruals Related party payables 18 Borrowings Current Loans from related parties Non-current Term debt Loans from related parties Total borrowings (a) Term debt The term debt facilities are comprised of: • • • $520.0 million facility entered into by AMT Management Limited (as trustee for Airport Motorway Trust). The facility has deferred borrowing costs of $3.1 million. $740.0 million facility entered into by Hills Motorway Management Limited (as trustee for Hills Motorway Trust). The facility has deferred borrowing costs of $4.0 million. $260.0 million facility entered into by LCT-MRE Nominees Pty Limited (as trustee for LCT-MRE Trust). The facility has deferred borrowing costs of $1.4 million. The Airport Motorway facility was refinanced in July 2011 and is fully secured against the respective rights of Airport Motorway Limited and Airport Motorway Trust and their assets. The facility is a $520.0 million non-recourse syndicated facility with terms of three years ($295.0 million) and seven years ($225.0 million). The current floating interest rate applicable to the facility is 2.8 per cent (2012: 3.5 per cent). These facilities are currently fully hedged to an all-in rate after hedging of 6.9 per cent. The Hills M2 facility was refinanced in November 2010 and is fully secured against the respective rights of Hills Motorway Limited and Hills Motorway Trust and their assets. The facility is a non-recourse syndicated facility totaling $740.0 million. The financing comprised: the refinancing of $465.0 million of existing debt with terms of four years ($400.0 million), and six years ($65.0 million); and a new construction capex facility of $275.0 million with a term of six years. As at 30 June 2013, $268.4 million was drawn under the construction capex facility. The current floating interest rate applicable to the total facility is 2.9 per cent (2012: 3.7 per cent). The total facility is currently 86 per cent hedged with an all-in rate after hedging of 6.8 per cent. 190 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 18 Borrowings (continued) (a) Term debt (continued) The Lane Cove Tunnel facility was refinanced in June 2013 and is fully secured against the respective rights of LCT-MRE Pty Limited and LCT-MRE Trust and their assets. This facility is a non-recourse syndicated facility with a term of approximately three years. The current floating rate applicable to the facility is 2.9 per cent (2012: 3.6 per cent). The facility is currently fully hedged to an all-in rate after hedging of 6.3 per cent. (b) Loans from related parties The Group receives funding from a related party, Transurban Finance Company Pty Limited, which is used to finance its activities. Covenants The Transurban Group's consolidated debt has the following Interest Coverage Ratio ("ICR") covenants: • • CityLink - ICR greater than 1.1 times Group - ICR greater than 1.25 times In addition, the Transurban Group has a market capitalisation clause where gearing must not exceed 60 per cent. Based on the balance sheet at 30 June 2013, the Transurban Group's Security price would need to close below $2.24 per Security for 20 consecutive business days to trigger this clause. In addition, the non-recourse debt at M1 Eastern Distributor, Hills M2 Motorway and Lane Cove Tunnel has the following covenants: • • • M1 Eastern Distributor - ICR greater than 1.2 times Hills M2 Motorway - ICR greater than 1.2 times Lane Cove Tunnel - ICR greater than 1.15 times 19 Current liabilities - Provisions Distribution to security holders Distribution to non-controlling interests in subsidiaries Notes 19(a) 19(a) 2013 $'000 2012 $'000 177,840 32,963 210,803 167,756 28,065 195,821 (a) Distributions to security holders and non-controlling interests These distributions are provided for once approved by the Board and are announced to equity holders. Movements in provisions Movements in each class of provision during the financial year are set out below: 191 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 19 Current liabilities - Provisions (continued) Movements in provisions (continued) 2013 Carrying amount at 1 July Provision recognised Amounts paid/utilised during the year Carrying amount at 30 June 20 Other liabilities Current Unearned income (related parties) Non-current Promissory notes Total other liabilities (a) Unearned income Distribution to non- controlling interests in subsidiaries $'000 Distribution to security holders $'000 167,756 353,282 (343,198) 177,840 28,065 14,759 (9,861) 32,963 Notes 2013 $'000 2012 $'000 20(a) 20(b) 27,128 27,128 22,918 22,918 50,046 20,549 20,549 20,326 20,326 40,875 Unearned income represents amounts received in advance and will be recognised when the income is earned. (b) Promissory Notes The Hills Motorway Trust has entered into leases with Roads and Maritime Service of New South Wales (RMS). Annual lease liabilities under these leases total $7.0 million, indexed annually to consumer price index (CPI) over the estimated period that the M2 Motorway will be used. Until such time as a threshold return is achieved, payments under these leases can be made at any time at the discretion of the trustee of the Hills Motorway Trust, by means of the issue of non-interest bearing Promissory Notes to the RMS. Promissory Notes are recognised at the present value of expected future repayments. As the timing and profile of these repayments is largely determined by the available equity cash flows of the M2 Motorway, the present value of the expected future repayments is determined using a discount rate of 12 per cent (2012: 12 per cent) which recognises their subordinated nature. The face value of Promissory Notes on issue at 30 June 2013 is $147.6 million (2012: $136.9 million). The net present value at 30 June 2013 of the redemption payments relating to these Promissory Notes is $22.9 million (2012: $20.3 million). 192 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 21 Issued units The issued units of the Trust are a component of a parcel of stapled securities, each parcel comprising one share in Transurban Holdings Limited, one unit in Transurban Holding Trust and one share in Transurban International Limited. The individual securities comprising a parcel of stapled securities cannot be traded separately. Issued units 2013 Number '000 2012 Number '000 2013 $'000 2012 $'000 Ordinary units fully paid 1,481,595 1,481,595 1,458,321 1,458,321 7,335,659 7,335,659 7,240,721 7,240,721 Units in trust The number of units on issue is 1,481,594,818 (2012: 1,458,321,154). Units entitle the holder to participate in distributions and the winding up of Transurban Holding Trust in proportion to the number of and amounts paid on the units held. On a show of hands every holder of units present at a meeting in person or by proxy is entitled to one vote. All units issued form part of the Transurban Group stapled securities issued. The amounts above represent the value apportioned to Transurban Holding Trust, with the remaining value apportioned to Transurban Holdings Limited and Transurban International Limited. Capital risk management The Group is subject to a gearing ratio covenant imposed by senior secured lenders. The Group monitors capital on the basis of the gearing ratio to ensure compliance with the covenant. There have been no breaches of the covenant. For further information refer to note 18. The Group's objectives when managing capital are to safeguard its ability to continue as a going concern, so that they can continue to provide returns to security holders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amounts of distributions paid to security holders, return capital to security holders, issue new securities or sell assets to reduce debt. 193 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 21 Issued units (continued) Movements in issued units Opening balance at 1 July 2011 Distribution reinvestment plan Purchase, disposal and vesting of treasury securities Transfer vesting portion of LTI from share-based payment reserve Purchase of Performance Rights Plan units Closing balance at 30 June 2012 Opening balance at 1 July 2012 Distribution reinvestment plan Transfer vesting portion of LTI from share-based payment reserve Placement to UniSuper Limited Deferred Short Term Incentives issued Closing balance at 30 June 2013 Notes 21(a) 21(b) 21(a) 21(c) 21(d) Number of units '000 1,443,193 14,162 351 615 - 1,458,321 $'000 7,188,221 51,682 413 1,022 (617) 7,240,721 1,458,321 5,809 7,240,721 23,705 715 16,260 490 1,481,595 1,111 68,200 1,922 7,335,659 (a) Distribution reinvestment plan The Transurban Group has established a distribution reinvestment plan under which holders of Stapled Securities may elect to have all or part of their distribution entitlements satisfied by the issue of new stapled securities rather than by cash. (b) Treasury units Stapled Securities (including units in the Trust) were issued to executives under share-based payment plans. The stapled securities are held by the executive but will only vest in the executive in accordance with the terms of the plans. The acquired securities cannot be transferred or sold prior to vesting date. On forfeit the securities are sold on market. (c) Placement to UniSuper Limited On 7 January 2013 Transurban issued 16,260,163 ordinary stapled securities under a placement to Unisuper Limited (as trustee of the superannuation fund known as UniSuper). (d) Deferred Short Term Incentives Mandatory STI deferral of a portion of the overall STI award, as detailed in the Remuneration Report, was introduced for the CEO and other Senior Executives in the year ended 30 June 2012. For Australian Senior Executives deferral is into securities. 194 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 22 Reserves and accumulated losses Reserves Cash flow hedges Share-based payments Movements: Cash flow hedges Balance 1 July Revaluation - gross (note Amount attributable to non-controlling interests Balance 30 June 14) Share-based payments Balance 1 July Employee share plan expense Transfer vesting portion of LTI to issued units Transfer non-vesting portion of LTI from retained earnings Deferred Short Term Incentives issued Balance 30 June Accumulated losses Movements in accumulated losses were as follows: 1 July Balance Profit for the year attributable to unit holders of Transurban Holding Trust Distributions to unit holders Transfer non-vesting portion of LTI to share based payments reserve Balance 30 June 2013 $'000 2012 $'000 (56,851) 4,532 (52,319) (76,190) 6,048 (70,142) 2013 $'000 2012 $'000 (76,190) 21,576 (2,237) (56,851) 6,048 4,596 (4,190) - (1,922) 4,532 (12,001) (71,286) 7,097 (76,190) 5,162 2,365 (1,435) (44) - 6,048 2013 $'000 2012 $'000 (1,804,650) 378,438 (353,282) - (1,779,494) (1,814,990) 337,662 (327,366) 44 (1,804,650) Nature and purpose of other reserves Cash flow hedges The cash flow hedges reserve is used to record gains or losses on a hedging instrument in a cash flow hedge that are recognised in other comprehensive income, as described in note 1(k). Amounts are reclassified to profit or loss when the associated hedged transaction affects profit or loss. Share-based payments The share-based payments reserve is used to recognise the fair value of long-term incentives issued but not exercised. 195 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 23 Distributions Distribution payable Final distribution payable and recognised as a liability: 12.0 cents (2012: 11.5 cents) per fully paid Stapled Security payable 14 August 2013 2013 $'000 2012 $'000 177,791 177,791 167,707 167,707 Distributions paid during the year Final distribution for 2012 financial year of 11.5 cents (2011: 14.0 cents) per fully paid Stapled Security paid 14 August 2012 Interim distribution for 2013 financial year of 12.0 cents (2012: 11.0 cents) per fully paid Stapled Security paid 14 February 2013 Total distributions paid during the year 167,707 175,491 343,198 202,096 159,654 361,750 Distributions paid in cash or satisfied by the issue of Stapled Securities under the distribution reinvestment plan during the years ended 30 June 2012 30 June 2013 and Paid in cash Satisfied by issue of Stapled securities Funds available for future distribution reinvestment plans (a) 316,558 26,638 2 343,198 294,958 66,791 1 361,750 (a) The value of stapled securities represents the total value of securities issued, however, this value is apportioned between Transurban Holdings Limited ($6.4 and Transurban International Limited ($2.0 million). million), Transurban Holding Trust ($18.2 million) 24 Remuneration of auditors The audit fee for the current and prior year has been borne and paid by a related party, Transurban Limited. 196 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 25 Contingencies The Group and parent entity had contingent liabilities at 30 June 2013 in respect of: Equity guarantee Subsidiaries of Transurban DRIVe Holdings LLC (DRIVe), a related party of the Group, hold concession agreements with The Commonwealth of Virginia to construct and operate High Occupancy Toll (HOT) lanes on the 495 Express Lanes and 95 Express Lanes. The 495 Express Lanes opened for operation on 17 November 2012. The 95 Express Lanes project is currently in the construction phase. Construction is expected to be complete in late 2014. On 31st July 2012, the Transurban Group, through the entities in the triple staple, being Transurban Holdings Limited, Transurban International Limited and Transurban Infrastructure Management Limited (as responsible entity of the Transurban Holding Trust), entered into an agreement with 95 Express LLC, a subsidiary of DRIVe, the Virginia Department of Transportation and US Bank NA to provide an Equity Funding Guaranty (the Guarantee) over all of DRIVe’s equity obligations associated with funding the equity contributions to the 95 Express Lane project. The Group owns 75% of the equity of DRIVe and recognises this investment in the consolidated financial statements using the equity method of accounting. DRIVe holds 90 per cent of the equity in 495 Express Lanes and 95 Express Lanes and, from time to time, is required to make equity contributions to fund the equity component of the 495 and 95 Express Lanes project costs. The total equity contribution DRIVe is obliged to make to 495 Express Lanes is US$313,825,757, of which the total payment had been paid at balance sheet date. The total contribution DRIVe is obliged to make to 95 Express Lanes is US$252,336,549 of which US$151,204,854 had been paid at balance sheet date. In accordance with the DRIVe LLC Agreement, should a DRIVe member default on any capital calls, the Transurban Group has the right to acquire their share of DRIVe at a 50 per cent discount to its fair value. As such in the instance of the Guarantee being called, the Transurban Group may exercise its right to the interest in DRIVe at a discounted value. 26 Intra-group guarantees As at 30 June 2013, the Transurban Group comprises Transurban Holdings Limited, Transurban Holding Trust and Transurban International Limited, traded and quoted on the ASX as one triple stapled security. Under the stapling arrangement, each entity directly and/or indirectly supports each entity and its controlled entities within the group on a continual basis. 197 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 27 Commitments Capital commitments Capital expenditure contracted for at the reporting date but not recognised as liabilities is as follows: Intangible assets Payable: Within one year Later than one year but not later than five years Promissory Notes 2013 $'000 2012 $'000 54,803 875 55,678 139,195 12,792 151,987 Hills Motorway Management Limited, as trustee of the Hills Motorway Trust, has entered into an agreement with the Roads and Maritime Services of New South Wales (RMS). Annual liabilities under this agreement total $7.0 million indexed annually to the Consumer Price Index over the estimated period that the M2 Motorway will be used. Until such time as a threshold return is achieved, payments under this agreement can be made at the discretion of the trustee, by means of the issue of non-interest bearing promissory notes to the RMS. For further information refer to note 20. 28 Related party transactions Transactions with related parties All of the directors of Transurban Infrastructure Management Limited are also directors of Transurban Holdings Limited (THL) and Transurban International Limited (TIL). The following services are provided by the Group to THL and TIL and/or their subsidiaries: • • Financial support through interest bearing and non-interest bearing loans; and/or The rental of land. Financial support is received from Transurban Finance Company Pty Limited in the form of an interest bearing loan. The Group pays interest and related finance charges for such loan. Transurban Infrastructure Management Limited is the Responsible Entity of Transurban Holding Trust, CityLink Trust and CARS Trust and receives Responsible Entity and Management Fees. The following transactions occurred with related parties: 198 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 28 Related party transactions (continued) Transactions with related parties (continued) Amounts recognised as revenue Rental income Interest income Term loan note interest revenue Amounts recognised as expenses Interest and other related charges paid Responsible Entity fees Aggregate amounts of related party receivables at balance date Current receivables Term loan notes (loan to associate) Non-current receivables Aggregate amounts of related party payables at balance date Current payables Non-current payables 2013 $ 2012 $ 265,467,775 389,176,553 97,385,914 752,030,242 260,060,073 370,765,907 91,328,563 722,154,543 245,070,744 2,855,874 247,926,618 252,330,549 2,791,895 255,122,444 369,225,638 831,645,619 5,874,457,017 7,075,328,274 245,698,961 782,667,047 5,765,981,717 6,794,347,725 647,687,719 3,110,567,741 3,758,255,460 200,795,653 3,297,511,859 3,498,307,512 Loans to/from related parties No provision for doubtful debts has been raised in relation to any outstanding balances, and no expense has been recognised in respect of bad or doubtful debts from related parties. Loans to associate The “loan to associate” is via Term Loan Notes (“TLN”). The TLN represent the Group’s funding contribution to the Westlink Motorway Partnership and earn interest at a fixed rate of 11.93 per cent until the earlier of 34 years and the termination of the “Agreement to Lease” between the Roads and Maritime Services of New South Wales and Westlink Motorway Limited. Any unpaid interest is capitalised and deemed to subscribe for further loan notes with an aggregate principal amount equal to that unpaid interest. The TLN have not been affected by equity accounting losses from the associate. Terms and conditions of transactions with related parties other than key management personnel or entities All transactions were made on normal terms and conditions and at market rates. 199 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 29 Subsidiaries The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 1(b): Equity holding 2012 % 2013 % 100 100 100 100 100 100 100 100 75.1 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 75.1 100 100 100 100 100 100 100 100 100 100 Name of entity Country of incorporation Class of shares CityLink Trust Transurban Finance Trust Transurban AL Trust Transurban CARS Trust Transurban WSO Trust Hills Motorway Trust T (895) Finance Trust Sydney Roads Trust Airport Motorway Trust LCT-MRE Trust LCT-MRE Holdings Trust Abigroup Westlink Partner Holding No.4 Pty Ltd Abigroup Westlink Partner No.4 Pty Ltd LMI Westlink Partner Holding No.4 Pty Ltd LMI Westlink Partner No.4 Pty Ltd Abigroup Westlink Partner Holding No.2 Pty Ltd Abigroup Westlink Partner No.2 Pty Ltd LMI Westlink Partner Holding No.2 Pty Ltd LMI Westlink Partner No.2 Pty Ltd Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary The proportion of ownership interest is equal to the proportion of voting power held. 200 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 30 Parent entity financial information Summary financial information The individual financial statements for the parent entity show the following aggregate amounts: Balance sheet Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Unit holders' funds Issued units Reserves Accumulated losses Profit for the year Total comprehensive income Contingent liabilities of the parent entity For details of contingent liabilities of the parent entity, refer to note 25. 31 Events occurring after balance sheet date 2013 $'000 2012 $'000 1,012,607 683,578 8,181,207 7,697,413 9,193,814 8,380,991 322,904 304,959 2,854,034 2,244,702 3,176,938 2,549,661 (18,050,628) (17,493,990) 7,335,659 4,532 (1,323,315) 6,016,876 7,240,721 6,048 (1,415,439) 5,831,330 445,406 425,419 445,406 425,419 There are no unusual matters or circumstances that have arisen since the end of the financial year that have significantly affected or may significantly affect the operations of the Group, the results of those operations or the state of affairs of the Group in subsequent financial years. 201 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 32 Reconciliation of profit after income tax to net cash inflow from operating activities Profit for the year Depreciation and amortisation Capitalised term loan note interest Non-cash concession notes income Non-cash finance costs Change in operating assets and liabilities: Decrease/(Increase) in receivables and prepayments Increase in payables (Increase) in operating related party balances Movement in current tax liabilities and deferred taxes Increase (decrease) in unearned income Increase in Promissory Note liability Net cash inflow from operating activities 33 Non-cash investing and financing activities 2013 $'000 2012 $'000 393,241 108,605 (48,979) (85,451) 10,294 785 324 (305,245) (2,246) 6,579 2,592 80,499 350,600 108,604 (58,442) (78,042) 14,997 (1,262) 5,429 (255,388) 613 (12,738) 606 74,977 2013 $'000 2012 $'000 Distributions satisfied by the issue of units under the distribution reinvestment plan 23,705 51,682 34 Earnings per unit Basic earnings per unit 2013 Cents 2012 Cents Earnings attributable to the ordinary unit holder Total basic earnings per unit attributable to the ordinary equity holders of the Trust 25.7 25.7 23.2 23.2 Diluted earnings per unit 2013 Cents 2012 Cents Earnings attributable to the ordinary unit holder Total diluted earnings per unit attributable to the ordinary equity holders of the Trust 25.7 25.7 23.2 23.2 202 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 34 Earnings per unit (continued) Reconciliation of earnings used in calculating earnings per unit 2013 $'000 2012 $'000 Basic and diluted earnings per unit Profit for the year Profit attributable to non-controlling interests Profit attributable to ordinary unit holders of the trust and used in calculating basic and diluted earnings per unit 393,241 (14,803) 378,438 350,600 (12,938) 337,662 Weighted average number of units used as the denominator 2013 Number 2012 Number Weighted average number of units used as the denominator in calculating basic and diluted earnings per unit 1,470,495,508 1,452,932,838 Basic earnings per unit Basic earnings per unit is determined by dividing the profit attributable to unit holders excluding any non-controlling interest and costs of servicing equity other than distributions, by the weighted average number of units outstanding during the financial year. Diluted earnings per unit Diluted earnings per unit adjusts the figures used in the determination of basic earnings per unit to take into account the after income tax effect of interest and other financing costs associated with dilutive potential units and the weighted average number of units that would have been outstanding assuming the conversion of all dilutive potential units. 35 Share-based payments Performance Awards Plan Under the Performance Awards Plan (PAP), eligible executives receive a grant of Performance Awards which entitles participants to receive securities at no cost subject to the achievement of performance conditions. The Board has discretion as to the form of the award at the end of the performance period and may grant cash payments of equivalent value at vesting. No dividends or distributions on securities are payable to participants prior to vesting. Dual performance measures (Free Cash Flow (FCF) (from 1 July 2011) or earnings before interest, tax, depreciation and amortisation (EBITDA) measure (pre 1 July 2011) and relative total security holder return (TSR) apply to Performance Awards, each representing 50 per cent of the award. The use of dual measures balances the need to both improve the underlying performance of the business over the long term as well as appropriate returns relative to the market. Performance Awards were granted with a three year vesting period. For the plan granted 11 December 2009 and future grants, the awards are tested at the end of the three year vesting period. However, for the 1 November 2008 grant, the awards were tested at the end of each year. If the performance measures were satisfied for the year, one third of the awards were preserved until the end of the three year period. At the end of the three years a cumulative test of the performance measures was applied to any unvested awards. 203 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 35 Share-based payments (continued) Performance Awards Plan (continued) Vesting / Expiry date 11 Dec 2012 1 Nov 2013 1 Nov 2013 30 Jun 2014 30 Jun 2014 30 Jun 2015 30 Jun 2015 Grant date 2013 11 Dec 2009 1 Nov 2010 23 Dec 2010 26 Sep 2011 11 Nov 2011 15 Aug 2012 19 Oct 2012 Total Fair value at grant date ($) FCF EBITDA TSR Balance at start of the year Number Granted during the year Number Vested during the year Number Forfeited during the year Number Balance at end of the year Number 3.33 3.23 3.33 3.37 3.27 2.72 2.95 4.97 4.62 4.97 N/A N/A N/A N/A N/A N/A N/A 4.63 4.81 4.99 5.43 1,625,994 1,201,077 684,683 661,932 715,024 - - 4,888,710 - - - - - 747,201 448,400 (1,624,766) - - - - - - 1,195,601 (1,624,766) (1,228) (278,601) - (241,060) - (267,099) - (764,769) - 922,476 684,683 420,872 715,024 480,102 448,400 3,671,557 a Weighted average exercise price $4.06 $3.98 $4.15 $3.92 $4.02 Vesting / Expiry date Fair value at grant date ($) FCF EBITDA TSR Balance at start of the year Number Granted during the year Number Vested during the year Number Forfeited during the year Number Balance at end of the year Number 1 Nov 2011 11 Dec 2012 1 Nov 2013 1 Nov 2013 30 Jun 2014 30 Jun 2014 3.30 3.33 3.23 3.33 3.37 3.27 4.27 4.97 4.62 4.97 N/A N/A N/A N/A N/A N/A 4.63 4.81 1,260,113 1,776,583 1,401,575 684,683 - - 5,122,954 - - - - 837,990 715,024 (1,193,516) - - - - - 1,553,014 (1,193,516) (66,597) (150,589) (200,498) - (176,058) - (593,742) - 1,625,994 1,201,077 684,683 661,932 715,024 4,888,710 Grant date 2012 1 Nov 2008 11 Dec 2009 1 Nov 2010 23 Dec 2010 26 Sep 2011 11 Nov 2011 Total a Weighted average exercise price Executive Equity Plan $4.00 $4.02 $3.79 $3.99 $4.06 Equity awards were granted under the Executive Equity Plan (EEP) based on executives' performance and were designed to encourage retention of executives while focusing on business excellence. Individuals who are high performers and in business critical roles were nominated for awards for their past contribution and expected future performance. Board approval was required to grant EEP awards to nominated executives. Under the EEP, eligible executives received a grant of stapled securities in the Transurban Group (Securities) at no cost that are subject to disposal restrictions for three years from the grant date. Participants are entitled to distributions paid on their Securities during the restriction period. the executive ceases employment with Transurban during the restriction period, their Securities will be forfeited unless the Board decides otherwise. If Awards were last made under the EEP on 1 November 2008 and vested on 1 November 2011. The table below provides details of the awards granted and vested. Grant date 2012 1 Nov 2008 Total Vesting / Expiry date Exercise price Balance at start of the year Number Granted during the year Number Vested during the year Number Forfeited during the year Number Balance at end of the year Number 1 Nov 2011 $4.27 433,722 433,722 - - (433,722) (433,722) - - - - Weighted average exercise price a $4.27 $- $4.27 $- $- 204 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 35 Share-based payments (continued) Executive Equity Plan (continued) Assessed fair value The assessed fair value at grant date of the plans above has been independently determined in accordance with AASB 2. The TSR component of the Performance Awards has been valued applying a Monte-Carlo simulation (of a geometric Brownian motion process, as used in the Black-Scholes framework) to model Transurban's future security price and TSR performance against the comparator group performance at vesting date. The valuation model takes into account the term of the award, the security price at grant date and expected price volatility of the underlying security, the expected dividend yield and the risk free interest rate for the term of the award. The Free Cash component of performance awards has been valued using the Black-Scholes framework. The model valuation takes into account the term of the award, the security price at grant date, the expected dividend yield and the risk free interest rate for the term of the award. Performance Awards Plan - CEO Sign On Award Plan Scott Charlton received a one-off grant of equity as a sign-on award in recognition of the incentives forfeited with his former employer by joining Transurban. The awards were awarded at no cost to Scott and will vest, subject to his continued employment with Transurban as described in his employment contract, in three equal tranches on each of the tranches vesting dates. Upon vesting, the awards will automatically exercise and settle in securities. No dividends or distributions on securities are payable prior to vesting. Grant date 2013 14 Sep 2012 14 Sep 2012 14 Sep 2012 Total Weighted average exercise price x Short Term Deferred Incentive Plan Vesting / Expiry date Fair value at grant date Balance at start of the year Number Granted during the year Number Vested during the year Number Forfeited during the year Number Balance at end of the year Number 16 Jul 2013 16 Jul 2014 16 Jul 2015 $5.71 $5.71 $5.71 - - - - 78,752 78,752 78,752 236,256 $- $5.71 - - - - $- - - - - 78,752 78,752 78,752 236,256 $- $5.71 Mandatory short term incentive (STI) deferral of 30 per cent of the STI awarded to the CEO and other Senior Executives was introduced in the year ended 30 June 2012. The deferral component was increased to 50% during the year ended 30 June 2013 for the CEO and all other newly appointed senior executives. The deferral period is three years (comprising the first year as the performance period and a two year trading restriction). Vesting occurs at the end of the two year deferral period, subject to continued employment with the Transurban Group and can be exercised at vesting date. Grant date 2013 15 Aug 2012 Total Weighted average exercise price x Vesting / Expiry date Fair value at grant date Balance at start of the year Number Granted during the year Number Vested during the year Number Forfeited during the year Number Balance at end of the year Number 1 Jul 2014 $5.68 - - $- 642,388 642,388 $5.68 - - $- - - $- 642,388 642,388 $5.68 205 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 35 Share-based payments (continued) Short Term Deferred Incentive Plan (continued) Fair value The fair value at grant dates in both the deferred STI plan and the CEO sign-on awards plan have been determined in accordance with AASB 2 by using a volume weighted average price (VWAP) over a specified period of time. Employee security scheme The Transurban Employee Security Ownership Plan (the Plan) provides employees with an opportunity to be a part owner of Transurban and partner in its continued success. All Australian based permanent employees are eligible to participate in the Investment Tax Exempt Plan and the Investment Tax Deferred Plan. Under the plans, Transurban provides participants with a matching component toward the acquisition of the stapled securities. For the period 1 July 2012 to 30 June 2013, the cost of company matches was $132,162 (2012: $114,459) for the Investment Tax Exempt Plan and $450,374 (2012: $391,708) for the Investment Tax Deferred Plan. The third element under the Plan is the Incentive Plan. Subject to Board approval and the performance of the Group, eligible employees may receive a certain number of Transurban securities at no cost to them. In February 2013, each participant was allocated 100 stapled securities at a value of $6.12 per security. Stapled Securities provided under the Plan were acquired on the open market. Eligible US based participants received an equivalent cash award. 2013 Number 2012 Number Shares purchased on the market under the plan and provided to participating employees 45,900 42,200 Expenses arising from share-based payment transactions Total expenses arising from share-based payment transactions recognised for the Transurban Group during the period as part of employee benefit expense was $6.6 million (2012: $3.1 million). 36 Critical accounting estimates and judgements Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Group and that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. 206 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 36 Critical accounting estimates and judgements (continued) Valuation of Promissory Notes and Concession Notes The Group holds non-interest bearing long term debt, represented by promissory notes and concession notes, that are included in the financial statements at the present value of expected future payments. The calculations to discount these notes to their present value are based on the estimated timing and profile of the repayments. Assumptions are made in determining the timing and profile, based on expected available equity cash flows of the Group's cash generating units. A discount rate is used to value the promissory notes and concession notes to their present value, which is determined through reference to other facilities in the market with similar characteristics. Fair value of derivatives and other financial instruments The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Group uses its judgement to select a variety of methods and makes assumptions that are mainly based on market conditions existing at each balance sheet date. Impairment of Assets The Group tests whether its assets have suffered any impairment when an event occurs that indicates that this may be the case. The recoverable amount of any cash generating units have been determined based on the to sell calculations. These calculations require the use of greater of value-in-use and fair value less cost assumptions regarding traffic flows, discount rates, growth rates and other factors affecting operating activities. 207 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 37 Key management personnel disclosures Directors With the exception of the changes noted below, the following persons were Directors of Transurban Infrastructure Management Limited, the responsible entity of the Trust during the financial year. Executive Directors Christopher Lynch (resigned 16 July 2012) Scott Charlton (appointed 16 July 2012) Non-executive Directors Lindsay Maxsted (Chairman) Neil Chatfield Robert Edgar Samantha Mostyn Robert Officer (resigned 7 August 2012) Christine O'Reilly Rodney Slater Ian Smith Other key management personnel The following persons also had authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, during the financial year: J Aument* W Ballantine* K Daley A Head S Hogg S Johnson* M Kulper E Mildwater T Steinhilber* L Tobin V Vassallo Group General Manager, North America (appointed 10 June 2013) Group General Manager, Strategy (appointed 26 November 2012) President, International Development (resigned 2 February 2013) Group General Manager, New South Wales Chief Financial Officer Group General Manager, Human Resources (appointed 8 October 2012) President, Transurban North America Group General Manager, Victoria (resigned 31 March 2013) Group General Manager, Project Delivery and Operational Excellence (appointed 10 December 2012) Group General Manager, Technology (appointed 4 February 2013) Group General Manager, Victoria (appointed 4 February 2013) * Executives promoted from within the Group. 208 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 37 Key management personnel disclosures (continued) 2013 REMUNERATION REPORT (AUDITED) x INTRODUCTION This report, prepared in accordance with the Corporations Act 2001, contains detailed information regarding the remuneration arrangements for the Directors and Senior Executives who were the 'key management personnel' (KMP) of the Transurban Group (Group) during the year ended 30 June 2013. The KMP disclosed in this report are listed in the table below: Current Non-executive Directors Lindsay Maxsted, Chair Neil Chatfield Robert Edgar Samantha Mostyn Christine O'Reilly Rodney Slater Ian Smith Former Non-executive Directors Robert Officer (resigned effective 7 August 2012) Current Senior Executives* Scott Charlton, Managing Director and Chief Executive Officer (CEO) (from 16 July 2012) Jennifer Aument, Group General Manager, North America (from 10 June Wesley Ballantine, Group General Manager, Strategy (from 22 November Andrew Head, Group General Manager, New South Wales Samantha Hogg, Chief Financial Officer Sue Johnson, Group General Manager, Human Resources (from 8 October Tim Steinhilber, Group General Manager, Delivery and Operational Excellence (from 10 December Lisa Tobin, Group General Manager, Technology (from 4 February 2013) Vin Vassallo, Group General Manager, Victoria (from 4 February 2013) Transitioning Senior Executive Michael Kulper, President North Former Senior Executives Chris Lynch, Managing Director and CEO (resigned as CEO effective 16 July 2012, departed 30 July 2012) Ken Daley, President, International Development (resigned effective 2 February 2013) Elizabeth Mildwater, Group General Manager, Victoria (resigned effective 31 March 2013) * The dates on which the Senior Executives who were promoted or appointed during the year ended 30 June 2013 are the dates that those Senior Executives commenced being members of KMP. Their remuneration for the period during which they were members of KMP is disclosed in this report only. 1 Formerly Vice President, Public Affairs. 2 Formerly General Manager, Investor Relations, Media and Government. 3 Formerly General Manager, Human Resources. 4 Formerly Vice President, Major Projects. 5 Michael Kulper will depart the Group on 3 September 2013. Refer to section 1B for further details. 2013)1 2012)2 America5 2012)4 2012)3 CONTENTS Content 1 2 3 4 5 6 All values in this report are in Australian dollars, unless otherwise stated. Remuneration snapshot Remuneration governance Remuneration in context CEO and Senior Executive remuneration for the year ended 30 June 2013 Link between Group performance, security holder wealth and remuneration Non-executive Director remuneration Page 210 213 214 215 233 235 209 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 37 Key management personnel disclosures (continued) Remuneration report (continued) 1 REMUNERATION SNAPSHOT Transurban’s remuneration framework, as reflected in the 2012 report, received strong support from security holders at the 2012 AGM. The framework was the culmination of a careful and comprehensive review of the Group’s remuneration arrangements. This review took into account feedback sought and received from security holders and other stakeholders, market expectations, and regulatory developments. The remuneration framework was largely unchanged during the year ended 30 June 2013. Certain refinements were made to further align reward with the creation of security holder value and the achievement of corporate objectives. The quantum and structure of the remuneration arrangements for new Senior Executives were also benchmarked using market data provided by Ernst & Young. The outcome of this process was a reduction in the CEO's total remuneration package of 28 per cent (assuming 100 per cent vesting of short and long term incentives) and a reduction in the average total remuneration package for current Senior Executives (excluding the CEO) of 27 per cent (again assuming 100 per cent vesting). THE REMUNERATION FRAMEWORK The key elements of the remuneration framework for the CEO and other Senior Executives for the year ended 30 June 2013 were as follows: Remuneration mix The remuneration of the CEO and other Senior Executives was structured as a mix of fixed remuneration and variable ('or at risk') remuneration through short term and long term incentive components. The relative weightings of the three components were as follows: CEO Other Senior Executives Total remuneration % (annualised at target)* Fixed TEC Variable (performance based) 40 45 STI 30 (50% deferred) 30 (30 or 50% deferred) LTI 30 25 * Transition to the remuneration mix for Michael Kulper was due to occur in FY2014. As a result of his departure from the Group on 3 September 2013, this will no longer occur. Refer to section 1B for further details. Fixed total employment cost (TEC) Fixed TEC was set with reference to the market median, using the ASX 20-50 as the primary reference, with consideration also given to the ASX 100. Remuneration packages (including TEC levels) are reviewed annually by the Remuneration and Human Resources Committee with reference to an individual's role, experience and performance, as well as relevant comparative market data provided by an independent remuneration consultant. TEC levels are also reviewed on a change in role. Short term incentive (STI) STI performance measures were again linked to growth in proportional EBITDA, cost management based on proportional net costs, safety, and performance against individual key performance indicators (KPIs). In the year ended 30 June 2012, mandatory deferral of 30 per cent of the STI award was introduced for the CEO and other Senior Executives. The deferred component was increased in the year ended 30 June 2013 to 50 per cent for the new CEO and other Senior Executives appointed during the year. The deferral period is two years. For Australian Senior Executives, deferral is into securities. Due to legal restrictions on the issue of securities to USA residents, the USA Senior Executives receive deferred cash awards. The deferred component of remuneration may, at the discretion of the Board, be subject to forfeiture or clawback (e.g. in the event of misconduct or material misstatement of financial results). Long term incentive (LTI) LTI performance measures were as follows: • 50 per cent relative Total Shareholder Return (TSR) measured against a bespoke comparator group comprising companies in the transport, utilities, real estate, construction and infrastructure Global Industry Classification Standards (GICS) sectors of the ASX 150; and • 50 per cent Free Cash Flow (FCF) per security, reflecting the Group's focus on the maximisation of free cash flow to drive security holder return. The definition of FCF per security is set out on page 222. The FCF calculation is included in note 21 of the Transurban Holding Limited's audited financial statements. A x' x x x 210 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 37 Key management personnel disclosures (continued) Remuneration report (continued) x B x OTHER EVENTS / ACTIONS IMPACTING REMUNERATION IN THE YEAR ENDED 30 JUNE 2013 CEO transition Chris Lynch resigned as CEO, effective 16 July 2012, and departed Transurban on 30 July 2012. His contractual entitlements on resignation were finalised in the year ended 30 June 2012 and disclosed at the time of his departure and in the 2012 report. As these payments were actually made in the year ended 30 June 2013, they are disclosed again in this report. Chris Lynch only received these payments once, even though they have been disclosed in two reports. Chris Lynch received the following during the year ended 30 June 2013 in satisfaction of his contractual entitlements: • an STI for the year ended 30 June 2012 (awarded at 116 per cent of his TEC based on performance against applicable performance targets). The cash component of the award (70 per cent or $1,764,963) was paid in August 2012. The deferred (into securities) component (30 per cent or $756,413) will vest, subject to clawback provisions, on 1 July 2014; • a pro-rated 'target' level STI award for the 30 days worked during the year ended 30 June 2013 ($178,652) after satisfying performance targets for that period relating to his role in a successful CEO transition process. The award was paid in cash in August 2012; and • an amount in lieu of an LTI earned but not received for a six month period during his tenure ($1,060,000) in line with his contractual entitlement to receive an LTI award for every day employed by the Group. The payment was made in cash in August 2012. Equity instruments previously granted to Chris Lynch under the Group's LTI plans will continue on foot in accordance with their original terms, with the applicable performance measures for each grant to be tested at the end of the applicable original performance period. Chris Lynch did not receive any ex gratia payments on separation. Scott Charlton commenced as CEO on 16 July 2012. The remuneration arrangements applying to Scott Charlton under his service agreement were disclosed at the time of his appointment and in the 2012 report. The arrangements were designed in accordance with the Group’s remuneration strategy and were developed with the benefit of input from independent remuneration consultants and Australian peer company benchmark data. The total remuneration package for the CEO has been reduced by 28 prior year. Further details of Scott Charlton’s remuneration during his first year as CEO are set out in section 4. (assuming 100 per cent vesting of STIs and LTIs) on the per cent As previously disclosed, in the year ended 30 June 2013, Scott Charlton received a one-off grant of equity as a sign-on award in recognition of the incentives he forfeited with his former employer by joining the Group. A total of 236,256 awards were granted to Scott Charlton on 14 September 2012 to vest, subject to his continued employment, tranches (of 78,752 each) on the first, second and third anniversaries of his commencement with the Group. Each award is an entitlement to receive a fully paid security on vesting. The value of the awards at grant date was $1,349,022. The first tranche (78,752 awards) vested on 16 July 2013. The maximum total value of the grant yet to vest is $899,348 (based on the fair value per award at grant date). in three equal 211 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 37 Key management personnel disclosures (continued) Remuneration report (continued) Senior Executive restructure and KMP departures In December 2012, a restructured Executive Committee (the Senior Executive group) was announced. The new Executive Committee reflects a focus on delivering and enhancing the Group's core competencies and is structured to balance the diverse range of skills and experience required to deliver the Group's strategy. Key portfolios have been elevated to report to the CEO. The new Executive Committee includes three new positions for existing General Managers (Wesley Ballantine, Sue Johnson and Tim Steinhilber) and an external appointment (Lisa Tobin). Two Senior Executives (Ken Daley and Elizabeth Mildwater) also resigned and departed the Group during the year, and Ms Mildwater's role was filled by an external candidate (Vin Vassallo). Benchmark data from Ernst & Young was used by the Remuneration and Human Resources Committee to determine the quantum and structure of the remuneration arrangements for the new positions and new Senior Executives. The remuneration arrangements were subsequently approved by the Board. The process resulted in a reduction in the average total remuneration package for current Senior Executives (excluding the CEO) of 27 per cent (assuming 100% vesting of STIs and LTIs). The five new Executive Committee members will be eligible for LTIs from 1 July 2013 onwards. No pro rata LTI grants were made during the year ended 30 June 2013 to these Senior Executives. Along with the CEO, they will have 50 per cent of their STI award deferred (for two years) for the year ended 30 June 2013 onwards. Ken Daley resigned as President, International Development, and departed the Group on 2 February 2013. Elizabeth Mildwater resigned as Group General Manager, Victoria, and departed the Group on 31 March 2013. On departure, Ken Daley and Elizabeth Mildwater forfeited their unvested equity awards (deferred STI and LTIs) in full. Neither received an STI award for the year ended 30 June 2013 nor any ex gratia payments on separation. USA restructure In the near term the primary focus for the Group's USA business is on the existing asset base in Virginia. In June 2013, the Board resolved to close the Group's New York office. As a consequence, it was determined that the position of President, North America would no longer be required. As no suitable positions are available for Michael Kulper (the incumbent), his employment with the Group will cease on 3 September 2013. The remuneration arrangements to apply to Michael Kulper on his departure from the Group will be disclosed in the 2014 report. In June 2013, Jennifer Aument (formerly Vice President, Public Affairs) was appointed Group General Manager, North America and became a member of the Executive Committee. She will be eligible for LTIs from 1 July 2013 onwards. Ms Aument will also have 50 per cent of her STI award deferred (for two years) for the year ended 30 June 2013 onwards. 212 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 37 Key management personnel disclosures (continued) REMUNERATION GOVERNANCE (continued) Remuneration report x 2 x A x BOARD AND REMUNERATION AND HUMAN RESOURCES COMMITTEE RESPONSIBILITY The Remuneration and Human Resources Committee assists the Board in fulfilling its responsibilities relating the CEO and other Senior to the remuneration of Directors, Executives, and remuneration practices, strategies and disclosures generally. The Committee also reviews gender pay equity. the remuneration of, and incentives for, x B x It is critical that the Remuneration and Human Resources Committee is independent of management when making decisions affecting employee remuneration. Accordingly, the Committee comprises Non-executive Directors, all of whom are independent. Where appropriate, the CEO and the Group General Manager, Human Resources attend Committee meetings, however they do not participate in formal decision making. The membership of the Remuneration and Human Resources Committee was unchanged in the year ended 30 June 2013. The members of the Committee continued to be Robert Edgar (Chair), Samantha Mostyn and Neil Chatfield. Further details regarding the Committee are set out in the Directors’ report. ENGAGEMENT OF REMUNERATION CONSULTANTS To ensure that the Remuneration and Human Resources Committee has all relevant information at its disposal when making remuneration decisions, it may seek and consider advice from independent remuneration consultants where appropriate. Any advice from consultants is used to guide the Committee and the Board, but does not serve as a substitute for thorough consideration of the issues by Directors. During the year ended 30 June 2013, no consultants provided the Remuneration and Human Resources Committee with a remuneration recommendation relating to KMP. Ernst & Young provided the Committee with benchmark data only. The Group has a protocol in place governing the appointment of remuneration consultants and the manner in which any recommendations made by those consultants concerning the remuneration of KMP are to be provided to the Group, and in particular the circumstances in which management may be given access to those recommendations. The purpose of the protocol is to ensure that any remuneration recommendations provided by consultants are provided without undue influence by KMP. In accordance with the protocol, all remuneration recommendations and advice must be sent directly to the Remuneration and Human Resources Committee through the Chair of that Committee. The provision of such material or other information directly to management is prohibited. The protocol also requires a consultant to provide, with their recommendations, both a declaration of their independence from the KMP to whom their recommendations relate, and also confirmation that the Committee’s conditions for contact and dialogue with management had been observed. 213 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 37 Key management personnel disclosures (continued) Remuneration report x 3 (continued) REMUNERATION IN CONTEXT Transurban is focused on providing effective and innovative urban transport solutions in road infrastructure, through the management and development of urban networks of toll road concessions. The effective management of toll road concessions involves leveraging a network footprint in our markets, taking a leading role in shaping policy, and utilising our core capabilities in the following areas: • Network planning and forecasting; • Operations and customer management; • Project development and delivery; • Application of technology; and • Community engagement. The investment proposition for high quality toll road assets lies in providing investors with access to long dated, predictable, growing cash flows generated over the life of the concessions through effective management and development of the road corridors they govern. The Group is focused on the long term management of toll road assets at various stages of maturity to achieve the best outcomes for investors, Government partners and the community. In Australia, the Group’s interests include 100 per cent ownership of CityLink in Melbourne, and the Hills M2 and Lane Cove Tunnel in Sydney. The Group has partial interests in a further three roads on the Sydney orbital network, being the M1 Eastern Distributor (75.1 per cent), the M5 (50 per cent), and the Westlink M7 (50 per cent). In North America, the Group currently has interests in three assets, Pocahontas 895 (75 per cent), the 495 Express Lanes (67.5 per cent), and the 95 Express Lanes project (67.5 per cent), which is currently under construction and remains on schedule for completion in late 2014. The Board and management are focused on ensuring security holder value is enhanced through the strong performance of the Group’s asset portfolio. Development activities also provide opportunities to further expand the portfolio and unlock further value in the concessions. 214 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 37 Key management personnel disclosures (continued) CEO / SENIOR EXECUTIVE REMUNERATION FOR THE YEAR ENDED 30 JUNE 2013 (continued) Remuneration report x 4 x A x REMUNERATION STRATEGY AND POLICY The Group's executive remuneration strategy is designed to attract, retain and motivate a highly qualified and experienced management team with the necessary skills and attributes to lead the Group in achieving its business objectives. The strategy also aims to encourage management to strive for superior performance by rewarding the achievement of targets that are challenging, clearly understood, and within the control of individuals to achieve through their own actions. The Group's remuneration strategy and policy as set by the Board is summarised below: Creating Security Holder Value Remuneration Strategy Attract, retain, motivate and reward executives critical to the Group's growth and success by: • Offering competitive remuneration that is benchmarked against the external market. • Providing a balance of fixed and variable (or 'at risk') remuneration. Align executive reward with individual and Group performance by: • Making short and long term components of remuneration 'at risk' based on performance. • Assessing rewards against appropriate financial and non-financial performance measures. • Encouraging executive security holdings. Remuneration Structure Fixed remuneration Total Employment Cost (TEC): • Comprises cash salary, superannuation and other prescribed benefits. • Provides a base level of reward for effective completion of Group and specific accountabilities. • Appropriately benchmarked and set with reference to role, responsibilities, skills and experience. Variable (or 'at risk') remuneration Short term incentive (STI): Annual rewards tied to pre-determined individual and Group performance measures, and includes a deferred element. Individual targets reflect individual specific accountabilities and key drivers for growth and success. • • • Group performance targets linked to earnings, cost management and safety. Long term incentive (LTI): • Equity rewards to align executive and security holder interests. • Vest after three years, subject to achievement of pre-determined internal and external performance measures. • Encourages sustainable performance in the medium to longer term, and provides a retention element. 215 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 37 Key management personnel disclosures (continued) (continued) Remuneration report x B x REMUNERATION MIX For the year ended 30 June 2013, the remuneration of the CEO and other Senior Executives was structured as a mix of fixed remuneration and variable (or 'at risk') remuneration through short term and long term incentive components. The relative weightings of the three components were determined by the Board (on the recommendation of the Remuneration and Human Resources Committee) and are set out in the table below: CEO Senior Executives commencing in FY2013 Senior Executives commencing prior to FY2013** Total remuneration % (annualised at target)* Fixed TEC Variable (performance based) 40 45 45 STI 30 (50% deferred) 30 (50% deferred) 30 (30% deferred) LTI 30 25 25 * These figures do not necessarily reflect the relative value derived from each of the components, which depends on actual performance against targets for the variable components. The STI percentages are based on achieving the relevant performance targets. The LTI percentages are based on the maximum LTI available at the time of grant to each Senior Executive if the awards granted vest at the end of the performance period. ** Transition to the remuneration mix for Michael Kulper was due to occur in FY2014. As a result of his departure from the Group on 3 September 2013, this will no longer occur. x C x FIXED REMUNERATION - TOTAL EMPLOYMENT COST (TEC) What is TEC? Fixed remuneration is represented by total employment cost comprising base salary and superannuation contributions (or pension plans in the case of USA based employees). Fixed remuneration is not 'at risk' but is set by reference to appropriate benchmark information for an individual’s responsibilities, performance, qualifications and experience. There are no guaranteed TEC increases in the service agreement of the CEO or any Senior Executive. How is TEC determined? Remuneration packages (including TEC levels) are reviewed annually by the Remuneration and Human Resources Committee with reference to an individual’s role, experience and performance, as well as relevant comparative market data. Independent remuneration consultants and surveys, internal relativities and market conditions also provide guidance. TEC levels are also reviewed on a change in role. Any changes to TEC levels recommended by the Committee are approved by the Board. The CEO's and other Senior Executives' TEC is determined with reference to the market median. The primary reference for determining the market median is the ASX 20-50, with consideration also given to the ASX 100. Consideration is given to sizing factors including market capitalisation and revenue. A range around the median provides flexibility to recognise individual experience and capabilities. 216 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 37 Key management personnel disclosures (continued) (continued) Remuneration report x D x SHORT TERM INCENTIVE (STI) How does the STI plan operate? Eligible permanent Group employees, including the CEO and other Senior Executives, participate in the annual STI plan. The STI plan puts a significant proportion of remuneration 'at risk' subject to meeting specific pre-determined Group, team and individual performance measures linked to corporate objectives. This aligns employee interests with the Group's financial performance, as well as management principles and the Group’s cultural values. For the year ended 30 June 2013, the CEO and other Senior Executives had a target STI opportunity of 30 per cent of their total remuneration package. Mandatory STI deferral of 30 per cent of the overall STI award was introduced for the CEO and other Senior Executives in the year ended 30 June 2012. The deferred component was then increased to 50 per cent during the year ended 30 June 2013 for the CEO and all other newly appointed Senior Executives. The deferral period is two years. For Australian Senior Executives, deferral is into securities. Due to legal restrictions on the issue of securities to USA residents, the USA Senior Executives receive deferred cash awards. The deferred component of remuneration may, at the discretion of the Board, be subject to forfeiture or clawback (e.g. in the event of misconduct or the material misstatement of financial results). What were the STI performance measures for the year ended 30 June 2013? The STI performance measures for the CEO and other Senior Executives for the year ended 30 June 2013 were chosen to provide a balance between corporate, financial and non-financial aspects of performance and are described below: individual, operational, strategic, Measure Description of targets/indicators for FY2013 Group performance targets (1) Growth in proportional EBITDA (20% weighting) The proportional EBITDA targets were set against the previous year's results and the Group's FY2013 budget: Proportional EBITDA result Less than 6.7% above underlying result for FY2012 6.7% above underlying result for FY2012 Budget EBITDA for FY2013 (9% increase on result for FY2012) 17% above underlying result for FY2012 ^ Straight line vesting applies between 50-100% and 100-150%. % STI that vests^ zero 50 100 150 (2) Cost management based on proportional net costs (20% weighting) The proportional net costs targets were set against the previous year's results and the Group's FY2013 budget. The proportional net costs target excluded Capital Beltway for FY2013: Proportional net costs result Over FY2013 budget FY2012 result normalised + CPI FY2012 result normalised $10 million saving on FY2012 normalised result ^ Straight line vesting applies between 50-100% and 100-150%. % STI that vests^ zero 50 100 150 217 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 37 Key management personnel disclosures (continued) Remuneration report (continued) (3) Safety targets (10% weighting), including multiple indicators that focused on improving the Group's safety culture and reducing workplace injuries for employees and contractors. The safety targets for Australia and the USA comprised a lead and a lag indicator. The Australian lead indicator required the completion of safety development action plans and the lag indicator required a reduction in the Recordable Injury Frequency Rate. The USA lead indicator required the completion of all items outlined in the safety management system and the lag indicator related to the Recordable Incidence Rate for employees and construction contractors. Individual key performance indicators (KPIs) Individual KPIs (50% weighting), were unique to the individual's area of accountability, and in FY2013 related to critical business sustainability measures, including: operational performance; cost reduction; customer satisfaction; project outcomes; succession planning; risk management; people management; strategy development; and business plan implementation. Individual KPIs reflect the behaviours valued by the Group and are capable of measurement. Individuals have a clear line of sight to KPIs and are able to directly affect outcomes through their own actions. Who sets the STI performance measures? STI performance measures are set at the beginning of the financial year. The CEO's individual KPIs are set by the Board. All other Senior Executives’ individual KPIs are set by the CEO and approved by the Board. The Board sets the Group performance targets. What is proportional EBITDA and why is it used as an STI performance measure? EBITDA (earnings before interest, performance measure used by many companies. taxes, depreciation and amortisation) is a common operational the primary measures that Proportional EBITDA is one of the Board uses to assess the operating performance of the Group, with an aim to maintain a focus on the Group’s operating results and associated cash generation. It reflects the contribution from individual assets to the Group's operating performance and focuses on elements of the result that management can influence to drive improvements in short term earnings. Proportional EBITDA is the aggregation of EBITDA from each asset multiplied by the Group's percentage ownership, as well as any contribution from Group functions. The Board believes proportional EBITDA provides a better reflection of the underlying performance of the Group’s assets than statutory EBITDA. The EBITDA calculation from the statutory accounts would not include the EBITDA contribution of the M5, M7 or DRIVe (equity accounted in the statutory results), which are meaningful contributors to the Group’s performance. Proportional EBITDA figures used to assess performance are included in note 2 of the audited financial statements of Transurban Holdings Limited. The Board can decide to exclude specific items from proportional EBITDA to provide an underlying result when determining performance incentives. For the year ended 30 June 2013, the Board resolved to exclude costs associated with the CEO transition. The Board also determined that the contribution by Capital Beltway Express (the 495 Express Lanes) be excluded when determining performance incentives during the period of ramp up for this asset. Proportional EBITDA has been used by the Group as an STI performance measure since 2009. What are proportional net costs and why is it used as a performance measure? Proportional net costs is calculated as fee and other revenue less total costs of the Group. Costs after fee and other revenues encourages and allows management to incur additional costs where these are justified by increased revenue results. 218 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 37 Key management personnel disclosures (continued) Remuneration report (continued) The use of a cost related STI performance measure reflects the fact that management has the ability to influence the expenditure of the business. Strong cost management throughout the business drives an increase in proportional EBITDA and free cash flow and ultimately security holder value. Proportional net costs has been used by the Group as an STI performance measure since 2010. How are the varying levels of performance achievement rewarded? STI targets are designed to differentiate and reward high performance. 50 per cent of the available STI vests for on-target performance, 100 per cent vests for high performance and up to an additional 50 per cent can be earned for exceptional performance. These targets are consistent the Group’s eligible employees. Given that STI awards are contingent on performance across a range of measures, maximum STI awards can only be achieved for performance that is exceptional on all measures. for all of How is performance assessed? Performance against the Group performance targets is assessed by the Board. The results are independently reviewed. The CEO's performance against his individual KPIs is assessed by the Remuneration and Human Resources Committee, which then makes recommendations to the Board. The performance of other Senior Executives against their individual KPIs is assessed by the CEO, who confers with the Committee and then the Board regarding his assessment. Once KPIs have been assessed, the Board approves STI awards. STI cash awards for the year ended 30 June 2013 will be paid in August 2013. The STI deferred component for the year ended 30 June 2013 will to continuity of employment (unless otherwise be awarded in August 2013 and will vest, subject determined by the Board) and clawback provisions, on 1 July 2015. The Board believes the method of assessment is rigorous and provides a balanced evaluation of the performance of the CEO and each other Senior Executive. What if a Senior Executive ceases employment? Under the service agreements for the CEO and other Senior Executives, the CEO or other Senior Executive ceases employment with the Group before performance against STI targets is assessed, they would generally not be entitled to receive any STI award, unless otherwise determined by the Board. if What were the STI performance outcomes for the year ended 30 June 2013? Group performance in respect of the proportional EBITDA, proportional net costs and safety STI performance measures for the year ended 30 June 2013 was assessed by the Board as 100 per cent in Australia and 100 per cent in the USA. 219 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 37 Key management personnel disclosures (continued) Remuneration report (continued) STI awards for the CEO and other Senior Executives for the year ended 30 June 2013 are set out below: STI outcome (%) Actual STI 1 ($) awarded STI forfeited (%) Group performance Individual KPIs Total Cash 2 Deferred into 2 securities Current Senior Executives S Charlton J Aument W Ballantine A Head S Hogg S Johnson T Steinhilber Tobin4 Vassallo4 V L Transitioning Senior Executive M Kulper5 Former Senior Executives C Lynch6 K Daley E Mildwater 100 100 100 100 100 100 100 - - - 100 - - 110 130 100 70 80 130 110 - - - 105 115 100 85 90 115 105 - - 738,300 10,7753 81,1503 241,395 284,935 112,3253 97,8253 - - 738,300 10,7753 81,1503 103,455 122,115 112,3253 97,8253 45,000 45,000 75 362,264 155,256 100 100 178,652 - - - - - - - - - - - - 15 10 - - - - 25 - 100 100 1 On-target performance must be achieved before any STI is awarded. Therefore, the minimum potential value of the STI in respect of FY2013 was nil. The maximum potential value of the STI was the “Actual STI awarded”. 2 The cash STI payments will be paid in August 2013. The STI deferred component (30/50 per cent of the STI awarded) will vest, subject to continuity of employment (unless otherwise determined by the Board) and clawback provisions, on 1 July 2015. 3 The Senior Executive was not a member of KMP for the entirety of FY2013. Accordingly only the STI earned whilst a member of KMP is included in the table. 4 Lisa Tobin and Vin Vassallo were granted STI deferred awards in recognition of their contribution and performance since joining the Group in February 2013. 5 An overall outcome of 75 per cent of his available STI was awarded to Michael Kulper for FY2013. A holistic approach, which took into account the performance of the 495 Express Lanes, was considered appropriate in determining his STI. As noted in section 1B, Michael Kulper will depart the Group in September 2013. 6 Chris Lynch received a pro-rated STI in August 2012 based on performance and targets for his time served during FY2013. 220 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 37 Key management personnel disclosures (continued) Remuneration report (continued) What was the grant and movement in the number of STI deferred awards? Mandatory STI deferral was introduced in the year ended 30 June 2012, with the first grant of awards made in August 2012. Balance at start of year Granted during year as remuneration Matured and paid during year Forfeited during the year Balance at the end of year Current Senior Executives* J Aument W Ballantine A Head S Hogg S Johnson T Steinhilber Transitioning Senior Executive M Kulper Former Senior Executives C Lynch2 K Daley E Mildwater - - - - - - - - - - 14,7891 15,2121 22,449 18,973 16,5401 19,3561 36,464 133,099 26,742 19,863 - - - - - - - - - - - - - - - - - - (26,742) (19,863) 14,789 15,212 22,449 18,973 16,540 19,356 36,464 133,099 - - x E x * Scott Charlton, Lisa Tobin and Vin Vassallo joined the Group after the FY2012 STI performance period and therefore were not entitled to receive an STI deferred award in respect of that period. 1 STI deferred awards granted during the year as remuneration occurred prior to the Senior Executive becoming a member of KMP. 2 Refer to section 1B for further details of Chris Lynch's contractual entitlements on resignation. LONG TERM INCENTIVE (LTI) How does the LTI plan operate? The LTI plan aligns reward with security holder value by tying this component of executive remuneration to the achievement of performance measures that underpin sustainable long term growth. Participation in the LTI plan is offered to the CEO and other Senior Executives, and certain other employees nominated by the CEO and approved by the Board. For the year ended 30 June 2013, the CEO was offered an LTI grant equivalent to 30 per cent of his total remuneration package. Other eligible Senior Executives were offered grants equivalent to 25 per cent of their total remuneration package. LTI grants are made in the form of performance awards under the Group’s Performance Awards Plan (PAP) at no cost to the recipient. Each performance award is an entitlement to receive a fully paid security, or an equivalent cash payment, on terms and conditions determined by the Board, subject to the achievement of certain vesting conditions linked to performance over a three year period. Subject to the achievement of the performance measures, upon vesting, the Board will determine in its absolute discretion whether the performance awards will be settled in securities or a cash payment of equivalent value. Due to legal restrictions on the issue of securities to USA residents, the USA Senior Executives receive a cash payment upon vesting. Performance awards that do not vest after testing of the performance measures lapse, without retesting. Performance awards are not transferable and do not carry voting or distribution rights. However securities allocated upon vesting of performance awards carry the same rights as other Transurban securities. 221 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 37 Key management personnel disclosures (continued) Remuneration report (continued) What were the LTI performance measures for the year ended 30 June 2013? Performance awards granted during the year ended 30 June 2013 are subject to a three year performance period and the following dual performance measures over that period: Measure % weighting Description of measure Relative TSR 50% Relative TSR is measured against a bespoke comparator group comprising companies construction and infrastructure Global Industry Classification Standards (GICS) sectors of the ASX150. The 37 companies in this group are: in the transport, utilities, real estate, Telstra Corporation Ltd, Westfield Group, QR National Ltd, Westfield Retail Trust, Stockland, Leighton Holdings Ltd, AGL Energy Ltd, BWP Trust, GPT Group, Goodman Group, CFS Retail Property Trust, Lend Lease Group, Asciano Ltd, Qantas Airways Ltd, Dexus Property Group, Mirvac Group, Telecom Corporation of New Zealand Ltd, Toll Holdings Ltd, SP Ausnet, APA Group, Commonwealth Property Office Fund, UGL Ltd, Cardno Limited, Auckland International Airport Ltd, Centro Retail Australia, Investa Office Fund, Spark Infrastructure Group, Charter Hall Retail Reit, Australand Property Group, Monadelphous Group Ltd, Duet Group, TPG Telecom Ltd, Australian Infrastructure Fund, Envestra Limited, Hastings Diversified Utilities Fund, QUBE Logistics Holdings Limited and Sydney Airport. TSR measures total return on investment of a security, taking into account both capital appreciation and distributed income which was reinvested on a pre-tax basis. For performance awards granted during the year ended 30 June 2013, the relative TSR component will vest on a straight line basis if the Group’s relative TSR performance is above the median of the bespoke comparator group at the end of the performance period, in accordance with the following table: TSR vesting schedule: The Groupʼs relative TSR ranking in the comparator group At or below the 50% percentile Above the 50th percentile but below the 75th percentile At or above the 75th percentile % of performance awards that vest Nil Straight line vesting between 50% and 100% 100% x Measure % weighting Description of measure Growth in FCF per security 50% Within Transurban, Free Cash Flow (FCF) per security is defined as: • the Group's cash flow from operating activities; • less: cash flows from operating activities of non 100% owned assets; • add back: maintenance capital expenditure for 100% owned assets; • less: accounting charge for maintenance provision for the year; • less: actual tag expenditure in 100% owned assets; • add: dividends received from non 100% owned assets; • divided by: weighted average number of securities issued. The FCF calculation is included in note 21 of the audited financial statements of Transurban Holdings Limited. For performance awards granted during the year ended 30 June 2013, the FCF per security component will vest based on the Group's compound annual growth in FCF per security over the three year performance period, as set out below: 222 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 37 Key management personnel disclosures (continued) Remuneration report (continued) Growth in FCF per security vesting schedule: % compound annual growth in FCF per security 6% Between 6% and 9% 9% or more % of performance awards that vest 50% Straight line vesting between 50% and 100% 100% For performance awards granted during the year ending 30 June 2014, the performance target range for compound growth in FCF per security is between 12 per cent and 15 per cent. Why were these LTI performance measures selected? The TSR target is a relative, external, market-based performance measure against those companies with which the Group competes for capital. It provides a direct link between executive reward and security holder return. Growth in FCF per security reflects the Group’s continuing focus on the maximisation of free cash, and has been used as an LTI performance measure since the year ended 30 June 2012. How will the LTI performance targets be measured? Relative TSR The Group will receive an independent report that sets out the Group's TSR growth and that of each company in the bespoke comparator group. A volume weighted average price of securities for the 20 trading days up to and including the testing date is used in the calculation of TSR. The level of TSR growth achieved by the Group will be given a percentile ranking having regard to the Group’s performance compared to the performance of other companies in the comparator group (the highest ranking company being ranked at the 100th percentile). This ranking will determine the extent to which performance awards subject to this target will vest. FCF per security The Group's FCF per security percentage growth rate will be calculated based on the FCF per security over the three year performance period. The Board considers these methods of measurement to be rigorous and transparent. What if a Senior Executive ceases employment? Under the terms of the service agreements for the CEO and other Senior Executives, if the CEO or other Senior Executive ceases employment with the Group before the performance measures are tested, their unvested performance awards would generally lapse, unless otherwise determined by the Board. What will happen in the event of a change in control? In the event of a takeover or change of control of the Group, the treatment of any unvested performance awards granted in the year ended 30 June 2013 will be subject to the incumbent Board's discretion. 223 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 37 Key management personnel disclosures (continued) Remuneration report (continued) What was the grant, and movement in the number and value, of performance awards during the year ended 30 June 2013? Eligible Senior Executives (excluding the CEO) received performance awards with a grant date of 15 August 2012. Following the receipt of security holder approval at the 2012 Annual General Meeting, the CEO received performance awards with a grant date of 19 October 2012. All performance awards granted in the year ended 30 June 2013 vest subject to a performance period from 1 July 2012 through to 30 June 2015. The relevant values of the grants are as follows: Recipient Grant date Fair value of awards at grant 1 date ($) Closing security price at grant date Eligible Senior Executives 15 August 2012 CEO 19 October 2012 $2.72 $2.95 $4.99 $5.43 $5.75 $6.16 1 An explanation of the pricing model used to calculate these values is set out in note35 to the audited financial statements. Relative TSR FCF per security Performance awards granted in FY2013 Name Number of performance awards granted 3 Value at grant date ($) Maximum total value of grant yet to vest 4($) Current Senior Executives* S Charlton1, 2 A Head S Hogg Transitioning Senior Executive M Kulper Former Senior Executives K Daley5 Mildwater5 E 448,400 112,754 125,696 1,848,114 427,605 476,684 1,848,114 427,605 476,684 178,830 678,189 678,189 137,167 112,754 520,188 427,605 - - * Jennifer Aument, Wesley Ballantine, Sue Johnson, Tim Steinhilber, Lisa Tobin and Vin Vassallo were not eligible for an LTI grant (including any pro rata grant) in respect of FY2013. 1 The grant made to the CEO constituted his LTI entitlement for FY2013 and was made following security holder approval at the 2012 AGM on the terms summarised above. Performance awards vest subject to performance over the period from 1 July 2012 through to 30 June 2015. 2 In September 2012, Scott Charlton received a one-off sign-on grant of 236,256 performance awards to vest, subject to his continued employment, in three equal tranches (of 78,752 each) on the first, second and third anniversaries of his commencement with the Group. The first tranche (78,752 awards) vested on 16 July 2013. The maximum total value of the grant yet to vest is $899,348 (based on the fair value per award at grant date). 3 The grants made to Senior Executives assume full vesting of their full LTI entitlement summarised above. Performance awards vest subject to performance testing over the period from 1 July 2012 through to 30 June 2015. 4 The maximum value of the grant has been estimated based on the fair value per award at date of grant. The minimum total value of the grant, if the applicable performance measures are not met, is nil. 5 Performance awards lapse where the performance and service measures are not satisfied on testing. On departure from the Group, Ken Daley and Elizabeth Mildwater forfeited their awards. The value of the forfeited awards was $520,188 for Ken Daley and $427,605 for Elizabeth Mildwater. No other Senior Executives forfeited performance awards during the year. for FY2013 and were made on the terms 224 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 37 Key management personnel disclosures (continued) (continued) Remuneration report x F x LEGACY LTI PLANS The Group has a number of LTI plans that were offered in previous years, as detailed below: Plan Grant date Performance period FY2012 PAP 26 Sep 2011 11 Nov 2011 (CEO only) 1 Jul 2011 - 30 Jun 2014 FY2011 PAP 1 Nov 2010 FY2010 PAP 11 Dec 2009 TSR : 1 Nov 2010 - 1 Nov 2013 EBITDA : 1 Jul 2010-30 Jun 2013 1 Jul 2009 - 30 Jun 2012 External performance measure (50% of grant) Comparator group Relative TSR Relative TSR Relative TSR 33 companies within a bespoke comparator group within the ASX150 The S&P/ASX 100 Vesting schedule Above 50th percentile to 75th percentile Straight line vesting between 50%-100% Relative TSR % of performance awards that vest At or above the 75th percentile 100% vests Internal performance measure (50% of grant) Growth in free cash flow (FCF) per security Group's annual growth in proportional EBITDA Group's annual growth in proportional EBITDA From 7% - 10% From 7% - 11% From 6% - 9% Compound growth % of performance awards that vest At target 50% vests Vesting schedule From target % to stretch % Straight line vesting between 50% - 100% At or above stretch % 100% vests Current status Awards on issue To be tested after 30 Jun 2014 To be tested after 1 Nov 2013 TESTED 100% vested on 11 Dec 2012 1,135,896 1,607,159 - 225 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 37 Key management personnel disclosures (continued) Remuneration report (continued) Value of performance awards vested and lapsed in the year ended 30 June 2013 The FY2010 PAP vested on 11 December 2012. 100 per cent of awards subject to the TSR performance measure vested based on the Group’s ranking against the constituents of the S&P/ASX 100. 100 per cent of awards subject to the proportional EBITDA measure vested based on performance against target. There were no awards that lapsed. Aument2 Ballantine2 Name Current Senior Executives J W A Head S Hogg S T Johnson2 Steinhilber2 Transitioning Senior Executive M Kulper Former Senior Executives C Lynch3 K Daley E Mildwater FY2010 PAP - Vested Number 17,768 20,030 59,347 47,478 23,145 25,022 161,956 617,211 111,276 66,766 Value ($) 1 73,737 83,125 246,290 197,034 96,052 103,841 672,117 2,561,426 461,795 277,079 1 Based on the fair value at date of grant. 2 Awards granted prior to the Senior Executive becoming a member of KMP. Awards vested while the Senior Executive was a member of KMP except for Jennifer Aument who became a member of KMP after vesting. 3 Refer to section 1B for further details of Chris Lynch's contractual entitlements on resignation. Number of performance awards on issue as at 30 June 2013 The number of performance awards held by members of KMP as at 30 June 2013 is provided below. Comparative data is shown for those Senior Executives who were members of KMP during both the years ended 30 June 2013 and 30 June 2012. 226 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 37 Key management personnel disclosures (continued) Remuneration report (continued) Current Senior Executives* S Charlton 2013 J Aument 2013 W Ballantine 2013 A Head 2013 2012 S Hogg 2013 2012 S Johnson 2013 T Steinhilber 2013 Transitioning Senior Executive M Kulper 2013 2012 Former Senior Executives C Lynch4 2013 2012 K Daley 2013 2012 E Mildwater 2013 2012 Balance at start of year Granted during year as remuneration Matured and paid during year Lapsed or forfeited during year Balance at the end of year - 684,6561 - 39,3652 44,4712 257,636 196,382 214,633 136,569 52,7712 53,7772 - - (17,768)3 (20,030) 112,754 107,766 (59,347) (44,054) 125,696 101,320 (47,478) (22,027) - - (23,145) (25,022) 491,675 477,811 178,830 159,286 (161,956) (137,736) - - - - (2,458) - (1,229) - - - (7,686) 684,6561 21,597 24,441 311,043 257,636 292,851 214,633 29,626 28,755 508,549 491,675 2,016,918 1,785,615 284,440 223,297 265,055 186,359 - (617,211) - 1,399,707 715,024 (458,156) (25,565) 2,016,918 137,167 128,294 112,754 107,766 (111,276) (310,331) - (63,602) (3,549) 284,440 (66,766) (27,534) (311,043) - (1,536) 265,055 * Lisa Tobin and Vin Vassallo joined the Group in February 2013 and did not receive a pro rata LTI grant in respect of FY2013. 1 This number includes the 236,256 performance awards granted to Scott Charlton in September 2012 as a sign-on award, to vest, subject to his continued employment, in three equal tranches on the first, second and third anniversaries of his commencement with the Group. The first tranche (78,752) awards vested on 16 July 2013. Therefore as at the date of this report, Scott Charlton has 605,904 performance awards yet to vest of which 157,504 awards relate to his sign-on award. 2 Opening balance held prior to the Senior Executive becoming a member of KMP. 3 Awards matured and paid during the year occurred prior to the Senior Executive becoming a member of KMP. 4 Refer to section 1B for further details of Chris Lynch's contractual entitlements on resignation. 227 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 37 Key management personnel disclosures (continued) (continued) Remuneration report x G x REMUNERATION PAID TO THE CEO AND OTHER SENIOR EXECUTIVES Short-term employee benefits Cash salary and fees Cash STI 2 Non- monetary 3 benefits Deferred STI 4 Post- employment benefits Termination benefits Long term benefits Share based benefits5 Total Super -annuation Long service leave 1 1 1 - - 2012) 2012) 2012) 3,398 - 3,823 - 2,366 2,260 2,030 1,903 22,379 - 81,150 - 27,260 - 112,325 - 284,935 251,598 241,395 297,686 280,971 - 656,561 555,892 589,279 571,722 1 2013) 10,775 - Current CEO S Charlton (from 16 July 2012) 738,300 1,789,850 2013 - - 2012 Current Other Senior Executives J Aument (from 10 June 2013 2012 W Ballantine (from 22 November 230,757 2013 2012 - A Head 2013 2012 S Hogg 2013 2012 S Johnson (from 8 October 2013 2012 T Steinhilber (from 10 December 259,550 269,441 2013 - 2012 - 2013) L Tobin (from 4 February - 2013 - 2012 1 2013) V Vassallo (from 4 February - 2013 2012 - Transitioning Senior Executive M Kulper 2013 2012 Former CEO C Lynch (resigned effective 16 July 2012) 2013 2012 Former Other Senior Executives K Daley (resigned effective 2 February 2013) 53,262 2013 2012 118,030 E Mildwater (resigned effective 31 March 2013) 2013 2012 T Honan (resigned effective 2 May 2012) 2013 2012 178,652 2,153,375 1,764,963 1,067,296 955,653 - 1,149,822 - 354,612 - 263,390 362,264 492,765 816,330 704,498 485,161 569,468 185,869 - 176,134 - - 475,000 52,658 - 15,482 - 555 46,299 1,525 2,028 - 3,951 144,951 710 - 710 - 1 246,100 - 15,098 - 5,204 - 44,498 - 77,012 42,527 76,648 35,943 60,277 - 53,001 - 15,000 - 15,000 - 916 - 9,836 - 16,470 22,760 16,470 15,775 12,043 - 6,388 - 6,863 - 6,863 - 120,168 70,395 10,997 9,458 504,275 252,138 5,490 15,775 (50,659) 50,659 (37,627) 37,627 - - 13,725 45,813 13,725 15,775 - 26,775 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 15,368 - 12,696 15,258 13,674 11,492 23,829 - - - - - - - 1,302,848 - 4,114,575 - 3,534 - 47,689 - 26,851 - 411,858 - 441,434 347,920 1,380,652 1,300,133 407,426 280,575 1,457,744 1,153,178 38,665 - 58,491 - - - - - 531,933 - 699,529 - 208,442 - 198,707 - 28,977 16,165 1,441,431 1,033,606 3,046,615 2,578,042 (62,121) 6,103,6656 3,086,801 40,812 6,875,467 7,360,163 8,346 21,983 (341,435) 594,613 499,569 1,890,208 (15,434) 10,015 (274,631) 350,916 172,719 1,249,219 - - - (824,365) - 831,183 228 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 37 Key management personnel disclosures (continued) Remuneration report (continued) 1 The dates on which the Senior Executive who were promoted or appointed during FY2013 are that dates that those Senior Executives commenced being a KMP. Their remuneration for the period during which they were members of KMP is disclosed in the table only. 2 The amount represents the cash STI payment to the Senior Executive for FY2013, which will be paid in August 2013. Tim Steinhilber also received a payment of $161,725 in relation to the successful delivery of the 495 Express Lanes (paid in February 2013). 3 Non-monetary benefits include Group insurance and expatriate allowances (where relevant). 4 A component of STI award is deferred into securities. In accordance with Accounting Standards, the deferred component will be recognised over the three year service period. The amount recognised in this table is the FY2013 accounting charge for unvested grants. 5 In accordance with the requirements of the Accounting Standards, remuneration includes a proportion of the fair value of equity compensation granted or outstanding during the year (i.e. performance awards under the LTI plan). The fair value of equity instruments is determined as at the grant date and is progressively allocated over the vesting period. The amount included as remuneration may be different to the benefit (if any) that Senior Executives may ultimately realise should the equity instruments vest. The fair value of performance awards at the date of their grant has been independently determined in accordance with AASB 2. The fair value of the performance awards has been valued applying a Monte Carlo simulation to model Transurbanʼs security price and where applicable, the TSR performance against the comparator group performance. The assumptions underpinning these valuations are set out in note 35 to the audited financial statements. 6 The value for share based benefits for Chris Lynch includes all unvested LTI awards. In accordance with Accounting Standard AASB 2, these have been accounted as an acceleration of vesting. The amount that would have been recognised for services received from Chris Lynch as CEO of the Group over the remainder of the vesting period has been included in the table above. These awards will continue on foot in accordance with the original terms, with the applicable measures for each grant to be tested at the end of the applicable original performance period. These LTI awards may or may not vest. Also included is a cash payment of $1,060,000 which was made to Chris Lynch in lieu of an LTI earned but not received for a six month period during his tenure in line with his contractual entitlement to receive an LTI award for every day employed by the Group. This payment was made in cash in August 2012. x H SERVICE AGREEMENTS The remuneration and other terms of employment for the CEO and other Senior Executives are formalised in service agreements which have no specified term. Under these agreements, the CEO and other Senior Executives are eligible to participate in STI and LTI plans. Some other key aspects of the agreements in place for the year ended 30 June 2013 are outlined below: CEO Other Senior Executives Period of notice to terminate (Executive) 6 months 3 months Period of notice to terminate (the Group*) 12 months 6 months * Payment in lieu of the notice period may be provided (based on the executive's fixed remuneration). The Group may also terminate at any time without notice for serious misconduct. I ADDITIONAL REMUNERATION INFORMATION Employee Security Plans The Group has three broad employee based security plans. ShareLink Incentive Plan Under the ShareLink Incentive Plan, subject to Board approval, an allocation of Transurban securities or cash payments may be made to eligible employees (excluding the CEO and other Senior Executives) in recognition of the Group’s prior year performance. Eligible employees received a grant of 100 securities at no cost to them on 27 February 2013. Due to legal restrictions on the issue of securities to USA residents, eligible employees in the USA received a cash payment of equivalent value in lieu of securities. Given that the plan is designed to reward employees for the Group's prior year performance and is not intended to serve as a future incentive, there are no performance measures attached to grants of securities or cash payments under the plan. Securities granted under the plan carry a three year holding lock from the grant date and can only be traded once the holding lock expires or when employment with the Group ceases, which ever is earlier. 229 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 37 Key management personnel disclosures (continued) Remuneration report (continued) ShareLink Investment Tax Exempt Plan and ShareLink Investment Tax Deferred Plan The ShareLink Investment Tax Exempt Plan provides eligible employees (excluding the CEO and other Senior Executives) the opportunity to invest up to $1,000 per year in Transurban securities on a tax exempt basis. Participants contribute up to $500 by way of salary sacrifice which is matched by the Group dollar for dollar. Security acquisitions are made quarterly in September, December, March and June each year. The ShareLink Investment Tax Deferred Plan provides eligible employees (excluding the CEO and other Senior Executives) with the opportunity to contribute up to $5,000 per year by way of salary sacrifice to be invested in Transurban securities. The Group matches participants’ contributions dollar for dollar up to $3,000. The plan has a disposal restriction period of three years from the date of acquisition, including a 12 month forfeiture period. Grants under both of these plans are designed to encourage employee security holdings and to align the interests of employees with those of the Group and are therefore not subject to performance measures. Dealing in Securities In accordance with the Group’s Dealing in Securities Policy, employees who have awards under a Group equity plan may not hedge against those awards. In addition, KMP may not hedge against entitlements that have vested but remain subject to a holding lock. Employees and Directors are not permitted to obtain margin loans using Transurban securities (either solely or as part of a portfolio) as security for loans. 230 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 37 Key management personnel disclosures (continued) Remuneration report (continued) Securities held by Senior Executives as at 30 June 2013 The number of securities held by members of KMP as at 30 June 2013 is provided below. Comparative data is shown for those Senior Executives who were members of KMP during both the years ended 30 June 2013 and 30 June 2012. Balance at start of year Changes during year Balance at end of year Current Senior Executives S Charlton 2013 J Aument 2013 W Ballantine 2013 A Head 2013 2012 S Hogg 2013 2012 S Johnson 2013 T Steinhilber 2013 L Tobin 2013 V Vassallo 2013 Transitioning Senior Executive M Kulper 2013 2012 Former Senior Executives C Lynch 2013 2012 K Daley 2013 2012 E Mildwater 2013 2012 - - 2,8891 3,041 21,112 1,553 15,616 19,1291 - - 10,0181 80,000 103,944 713,563 255,401 384,678 384,678 56,066 27,098 10,000 - 1,099 - (18,071) 10,000 (14,063) 10,467 - - 10,000 - 3,988 3,041 3,041 11,553 1,553 29,596 - - 520 10,538 - (23,944) (713,563)2 458,162 (384,678)2 - (56,066)2 28,968 80,000 80,000 - 713,563 - 384,678 - 56,066 1 Opening balance held prior to the Senior Executive becoming a member of KMP. 2 Balance removed on departure from the Group during FY2013. 231 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 37 Key management personnel disclosures (continued) Remuneration report (continued) Securities held by Non-executive Directors as at 30 June 2013 Current Non-executive Directors L Maxsted Balance at start of year Changes during year Balance at end of year 2013 2012 N Chatfield 2013 2012 R Edgar 2013 2012 S Mostyn 2013 2012 C O'Reilly 2013 2012 R Slater 2013 2012 I Smith 2013 2012 Former Non-executive Directors G Cosgriff 2013 2012 J Davis 2013 2012 R Officer 2013 2012 30,000 30,000 30,910 20,910 23,733 18,627 10,300 - - - - - 70,000 - - 152,236 - 384,678 20,115 19,089 - - - 10,000 857 5,106 3,700 10,300 4,363 - - - 1,772 70,000 - (152,236)1 - (384,678)1 (20,115)1 1,026 30,000 30,000 30,910 30,910 24,590 23,733 14,000 10,300 4,363 - - - 71,772 70,000 - - - - - 20,115 1 Balance removed on resignation as a Director during the relevant year. 232 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 37 Key management personnel disclosures (continued) Remuneration report x 5 (continued) LINK BETWEEN GROUP PERFORMANCE, SECURITY HOLDER WEALTH AND REMUNERATION A x B x The variable (or 'at risk') remuneration of the CEO and other Senior Executives is linked to the Group’s performance through the use of measures based on the operating performance of the business. GROUP PERFORMANCE AND STI For the year ended 30 June 2013, 20 per cent of the STI award was determined with reference to proportional EBITDA, 20 per cent with reference to proportional net costs, and 10 per cent with reference to safety, as discussed on page 217 . Proportional EBITDA The proportional EBITDA result for the year ended 30 June 2013 was $828.0 million. Excluding the effect of Capital Beltway Express and the CEO transition cost, this resulted in the payment of 50 per cent of STIs attributable to proportional EBITDA. The proportional EBITDA result was driven by the Group's continued focus on cost control and the performance of the asset portfolio. This result was delivered despite significant disruption caused by construction on Sydney’s Hills M2 Motorway. Proportional net costs The proportional net costs result for the year ended 30 June 2013 was $163.4 million, a 2.2 per cent increase from the prior year result. Excluding the effect of Capital Beltway Express, proportional net costs decreased by 4.3 per cent from the prior year which resulted in the payment of 150 per cent of STIs attributable to proportional net costs. Safety For the year ended 30 June 2013, the safety performance measure resulted in a 100 per cent STI outcome. The safety target included several components as outlined on page 217. In Australia the lead and lag safety targets were achieved and over 75 per cent of the action items listed in the safety development action plans were completed and there was a reduction in the Recordable Injury Frequency Rate. In the USA the lead and lag safety targets were also achieved. All items in their safety management system plan were completed and there were no Recordable Case Incidences for employees and construction contractors. These results reflected substantial work focused on safety in the year ended 30 June 2013. GROUP PERFORMANCE AND LTI For the year ended 30 June 2013, LTIs were linked to relative TSR and FCF per security. Relative TSR Relative TSR for the year ended 30 June 2013 is measured against a bespoke comparator group comprising companies in the transport, utilities, real estate, construction and infrastructure Global Industry Classification Standards (GICS) sectors of the ASX150. FCF per security The performance target for performance awards granted during the year ended 30 June 2013 was a range for compound growth in FCF per security of between 6 per cent and 9 per cent over three years. It was considered an appropriate target that reflects the Group’s focus on the maximisation of free cash to drive security holder the performance target range for compound growth in FCF per security is between 12 per cent and 15 per cent. return. For performance awards granted during the year ending 30 June 2014, 233 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 37 Key management personnel disclosures (continued) Remuneration report (continued) The table below summarises the Group’s five year results for the relevant performance measures. These results show that since the year ended 30 June 2009, Transurban’s distribution policy has been to align distributions with FCF per security. Since that time, Transurban has delivered consistent growth on this measure based on consistent revenue and EBITDA growth. Based on investor feedback, this remains Transurban’s financial focus. Group Performance 1 Measure Security price at year end 2013 $6.76 2012 $5.69 2011 $5.23 2010 $4.24 2009 $4.18 Distribution paid per security 31.0c 29.5c 27.0c 24.0c 22.0c Underlying proportional EBITDA - $m1 TSR performance2 828.0 25% 784.0 15% 718.7 635.4 583.3 32% 10% 2% FCF per security performance - weighted average 30.1c 29.8c 27.5c 27.4c 22.2c 1 In the current and prior year, LTIs were linked to relative TSR and FCF per security. In earlier years, LTIs were linked to relative TSR and proportional EBITDA. 2 The TSR performance is the total security holder return for that financial year. 234 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 37 Key management personnel disclosures (continued) NON-EXECUTIVE DIRECTOR REMUNERATION (continued) Remuneration report x 6 x A x REMUNERATION POLICY The diagram below sets out the key objectives of the Group’s Non-executive Director remuneration policy and how they are implemented through the Group’s remuneration framework: x B x Securing and retaining talented, qualified Directors Preserving independence and impartiality Aligning Director and security holder interests Director fee levels are set with regards to: the responsibilities and risks attached to the role, the time commitment expected and the workload, experience and expertise, and market benchmark data provided by remuneration consultants. Director remuneration consists of base (Director) fees and Committee fees. No element of Director remuneration is 'at risk' (i.e. fees are not based on the performance of the Group or individual Directors from year to year). Directors are encouraged to hold Transurban securities. REMUNERATION ARRANGEMENTS Maximum aggregate remuneration The amount of aggregate remuneration that may be paid to Non-executive Directors in any year is capped at a level approved by security holders. The current aggregate fee pool of $2,400,000 per year (inclusive of superannuation contributions) was approved by security holders at the 2010 Annual General Meeting. No change to this amount is proposed for the year ending 30 June 2014. The aggregate fee pool and the manner in which it is apportioned amongst Non-executive Directors is reviewed annually. The Remuneration and Human Resources Committee undertakes this review and makes recommendations to the Board. In conducting the review, the Committee considers market benchmark data from independent remuneration consultants. Non-executive Director fees for the year ended 30 June 2013 A review of Non-executive Director fees was undertaken during the year ended 30 June 2013, and it was decided that there would be no change to fees other than an increase in the annual fee for the Chair of the Remuneration and Human Resources Committee by $5,000 to $30,000. Base (Director) fees have not increased since 2010. Current base fees and Committee fees per year are set out below: Board Audit and Risk Committee Nomination Committee Remuneration and Human Resources Committee Chair fee $ 455,000 Member fee $ 170,000 40,000 10,000 30,000 20,000 10,000 20,000 The Chair of the Board does not receive any additional fees for Committee responsibilities. The Chair of each Committee only receives the Chair fee (and not a member fee). 235 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 37 Key management personnel disclosures (continued) Remuneration report (continued) Non-executive Directors are permitted to be paid additional fees for special duties or exertions. No such fees were paid during the year ended 30 June 2013. Non-executive Directors are also entitled to be reimbursed for all business related expenses, including travel, as may be incurred in the discharge of their duties. Retirement benefits No current Non-executive Directors are entitled to any retirement benefits. In September 2005, the Board resolved to discontinue retirement benefits for Non-executive Directors from 30 September 2005. The value of benefits accrued up to that date attracted interest at the statutory fringe benefits rate. ShareLink Investment Tax Deferred Plan Under the ShareLink Investment Tax Deferred Plan, Non-executive Directors are able to sacrifice up to 50 per cent of their pre tax fees to acquire up to $5,000 of Transurban securities each year. No securities were issued to Non-executive Directors under the plan during the year ended 30 June 2013. 236 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 37 Key management personnel disclosures (continued) (continued) Remuneration report x C x REMUNERATION PAID TO NON-EXECUTIVE DIRECTORS Non-executive Director remuneration for the years ended 30 June 2013 and 30 June 2012 is set out below: Short-term benefits Post-employment benefits Total Fees 1 Superannuation Retirement 2,3 benefits 438,716 439,411 223,625 207,631 211,119 207,114 183,608 176,047 (appointed 12 April 2012) 181,229 34,225 194,070 173,720 (appointed 1 January 2012) 155,967 77,983 Current Non-executive Directors L Maxsted 2013 2012 N Chatfield 2013 2012 R Edgar 2013 2012 S Mostyn 2013 2012 C O'Reilly 2013 2012 R Slater 2013 2012 I Smith 2013 2012 Former Non-executive Directors G Cosgriff 2013 2012 J Davis 2013 2012 R Officer 2013 2012 J Eve 2013 2012 J Keyes 2013 2012 Total 2013 2012 (resigned 5 January 2012) - 48,256 (resigned 5 January 2012) - 69,903 (resigned 7 August 2012) 18,832 176,047 - 81,778 (resigned 6 December 2011) - 25,793 1,607,166 1,717,908 (resigned 6 December 2011) 16,470 15,775 16,470 15,775 16,470 15,775 16,470 15,398 16,247 3,080 - - 14,037 7,018 - 7,044 - 25,648 1,695 15,398 - - - - - - - - - - - - - - - - - - 251,028 - 418,186 - - - - - - 455,186 455,186 240,095 223,406 227,589 222,889 200,078 191,445 197,476 37,305 194,070 173,720 170,004 85,001 - 339,850 - 513,737 20,527 191,445 - 48,256 - 25,793 97,859 120,911 - 669,214 1,705,025 2,508,0333 1 Superannuation contributions made on behalf of Non-executive Directors to satisfy the Groupʼs obligations under applicable superannuation guarantee legislation. 2 Amounts represent accrued contractual retirement benefits paid in the year ended 30 June 2012 to two former Non-executive Directors (Geoff Cosgriff and Jeremy Davis) upon their retirement from the Board on 6 December 2011. No current Non-executive Directors are entitled to any retirement benefits. 3 Retirement benefits are excluded from the amount of aggregate remuneration that may be paid to Non-executive Directors in any year. 237 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 37 Key management personnel disclosures (continued) (continued) Remuneration report x D x NON-EXECUTIVE DIRECTOR RELATED PARTY INFORMATION Rodney Slater is a partner in the public policy practice group of Patton Boggs. Transurban used Patton Boggs during the year ended 30 June 2013 for various lobbying activities in the USA. This relationship is based on normal commercial terms. US$226,692 was paid to Patton Boggs during the year ended 30 June 2013. Lindsay Maxsted is Chairman and a Non-executive Director of Westpac Banking Corporation. Westpac provides transactional banking and loan facilities to Transurban. This relationship is based on normal commercial terms. Neil Chatfield is Chairman and a Non-executive Director of Seek Limited. Seek provides employment advisory services to Transurban. This relationship is based on normal commercial terms. Neil Chatfield is also Chairman of, and Samantha Mostyn is a Non-executive Director of, Virgin Australia Holdings Limited. Transurban uses air travel services provided by Virgin Australia. This relationship is based on normal commercial terms. 238 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 38 Financial risk management The Group’s activities expose it to a variety of financial risks: market risk (including currency risk and interest rate risk), credit risk and liquidity risk. The financial risk management function is carried out centrally by the Transurban Group Treasury team (Treasury) under policies approved by the Board. Treasury work closely with the Group’s operating units to actively identify and monitor all financial risks, and put hedging in place where appropriate. The Board are informed on a regular basis of any material exposures to financial risks. The Group’s hedging strategies are detailed below, and include the use of derivative financial instruments. The Group's policies allow derivative transactions to be undertaken only for the purpose of reducing risk, and do not permit speculative trading. Treasury continuously monitor risk exposures over time through review of cash flows, price movements, market analysis and ongoing communication within the Group. When measuring financial risk, Treasury consider positive and negative exposures, existing hedges and the ability to offset exposures where possible. Market risk Foreign exchange risk The Group operates internationally and is exposed to foreign exchange risk when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the entity’s functional currency. Foreign currency exposures are viewed as either investment exposures or operating exposures. Exposures from investment in foreign assets are generally managed using foreign currency debt. All known material operating exposures out to 12 months are hedged, using hedging instruments, offsetting exposures or drawing on foreign currency funds. The Group's exposure to foreign currency risk at the reporting date, denominated in the currency in which the risk arises, was as follows: Consolidated Receivables Borrowings Net exposure 2013 USD$'000 2012 USD$'000 584,402 (547,248) 37,154 379,432 (342,278) 37,154 Exposure to other foreign exchange movements is not material. Sensitivity Based on the financial instruments held at end of the period, had the Australian dollar strengthened/weakened by 10 cents against the U.S. dollar with all other variables held constant, the Group’s post-tax profit for the year would have been $3,899,000 lower (2012: $3,258,000 lower) or $4,841,000 higher (2012: $3,967,000 higher), as a result of foreign exchange gains/losses on translation of US dollar denominated financial instruments as detailed in the above table. Equity is not impacted by movements in foreign exchange. The Group’s exposure to other foreign exchange movements is not material. Price risk The Group is not exposed to price risk. 239 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 38 Financial risk management (continued) Market risk (continued) Cash flow interest rate risk The Group’s main exposure to interest rate risk arises from cash equivalents, loans and other receivables with variable interest rates, and long-term borrowings. Treasury manages interest rate risk by entering into fixed rate debt facilities or using interest rate swaps to convert floating rate debt. Generally, the Group raises long term borrowings at floating rates and swaps them into fixed rates that are lower than those available if the Group borrowed at fixed rates directly. The Group’s policy is to hedge interest rate exposure at a minimum in compliance with the covenant requirements of funding facilities and up to 100 per cent. Covenant requirements vary by debt facility, and require a minimum of between 50 per cent and 80 per cent of interest rate exposure to be hedged. At 30 June 2013, 93 per cent (2012: 99 per cent) of the Group’s interest rate exposure on variable rate borrowings was hedged. As at the reporting date, the outstanding: Group had the following variable rate borrowings and interest rate swap contracts 2013 Weighted average interest rate % Balance $'000 2012 Weighted average interest rate % Balance $'000 Cash and cash equivalents Floating rate borrowings Interest rate swaps (notional principal amount) Net exposure to cash flow interest rate risk 3.6% 4.5% 2.9% (28,675) 1,513,370 (1,413,500) 71,195 4.8% 5.3% 3.6% (3,545) 1,424,720 (1,408,500) 12,675 An analysis by maturities is provided in liquidity risk below. Sensitivity At 30 June 2013, if interest rates had changed by +/-100 basis points from the year-end rates with all other variables held constant, post-tax profit for the year would have been $712,000 lower/higher (2012: $127,000 lower/higher). Credit risk The Group has no significant concentrations of credit risk from operating activities, and has policies in place to ensure that transactions are made with commercial customers with an appropriate credit history. However as an owner and operator of risk with its financial counterparties through undertaking financial transactions intrinsic to its business. These include funds held on deposit, cash investments and the market value of derivative transactions. the Group is exposed to credit large infrastructure assets, Treasury assesses the credit strength of potential financial counterparties using objective ratings provided by multiple independent rating agencies. Board approved limit allocation rules ensure higher limits are granted to higher rated counterparties. The Group also seeks to mitigate its total credit exposure to counterparties by only dealing with credit worthy counterparties, limiting the exposure to any one counterparty, minimising the size of the exposure where possible through netting offsetting exposures, diversifying exposures across counterparties, closely monitoring changes in total credit exposures and changes in credit status, and taking mitigating action when necessary. The Group’s investment in the Westlink Motorway is through term loan notes (see note 13 for details). The return on these notes is ultimately dependent on the performance of the Motorway. The Group continually monitors the performance and expected cash flows of the Motorway. 240 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 38 Financial risk management (continued) Liquidity risk The Group maintains sufficient cash and undrawn facilities to maintain short term flexibility and enable the Group to meet financial commitments in a timely manner. Treasury assesses liquidity over the short term (up to 12 months) and medium term (1 - 5 years) by maintaining accurate forecasts of operating expenses, committed capital expenditure and payments to security holders. Long term liquidity requirements are reviewed as part of the annual strategic planning process. Short term liquidity is managed by maintaining a strategic liquidity reserve. This reserve is based on the Group’s forecast annual operating costs and certain risk exposure scenarios as maintained by the Group’s strategic risk register, and is maintained as cash and undrawn facilities. The reserve is maintained on a rolling 12 month basis. Medium term liquidity forecasting is maintained on a rolling five year horizon. Financing arrangements The Group had access to the following undrawn borrowing facilities at the end of the reporting period: Floating rate - Expiring within one year - Expiring beyond one year 2013 $'000 2012 $'000 16,251 201,696 217,947 130,000 268,212 398,212 The Group also has a letter of credit facility and a general credit facility in place with undrawn capacity at 30 June 2013 of $22.0 million. The facilities are committed for the term of the facility and cannot be withdrawn by the bank without notice. Maturities of financial liabilities The tables below analyse the relevant maturity groupings based on their contractual maturities. Group's financial liabilities, net and gross settled derivative financial instruments into The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant. For interest rate swaps the cash flows have been estimated using forward interest rates applicable at the end of the reporting period. 241 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 38 Financial risk management (continued) Liquidity risk (continued) Contractual maturities of financial liabilities 1 year or At 30 June 2013 less $'000 Over 1 to 2 years $'000 Over 2 to 3 years $'000 Over 3 to 4 years $'000 Over 4 to 5 years $'000 Over 5 years $'000 Total contractual cash flows $'000 Carrying amount (assets)/ liabilities $'000 Non-derivatives Non-interest bearing Variable rate Fixed rate Total non-derivatives 437,495 261,100 464,255 - 812,794 633,797 - 323,045 779,556 - 351,026 385,969 - 11,748 147,609 225,223 676,835 1,234,667 585,104 1,984,936 4,175,079 460,413 1,791,411 3,262,264 1,162,850 1,446,591 1,102,601 736,995 688,583 1,607,499 6,745,119 5,514,088 Derivatives Net settled (interest rate swaps) Total derivatives 83,497 83,497 18,605 18,605 9,834 9,834 4,634 4,634 1,093 1,093 57 57 117,720 117,720 67,720 67,720 242 TRANSURBANTransurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 38 Financial risk management (continued) Liquidity risk (continued) Contractual maturities of financial liabilities 1 year or less Over 1 to 2 years Over 2 to 3 years Over 3 to 4 years Over 4 to 5 years Over 5 years Total contractual cash flows Carrying amount (assets)/ liabilities At 30 June 2012 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 Non-derivatives Non-interest bearing Variable rate Fixed rate Total non-derivatives Derivatives Net settled (interest rate swaps) Total derivatives 413,886 73,658 223,813 - 379,972 473,813 - 726,625 640,775 - 24,710 782,922 136,910 - 261,833 238,265 385,257 1,889,415 550,796 434,212 1,705,063 1,472,523 4,395,995 3,237,838 711,357 853,785 1,367,400 807,632 647,090 2,264,590 6,651,854 5,144,573 30,495 27,182 15,974 10,685 5,153 1,789 91,278 85,045 30,495 27,182 15,974 10,685 5,153 1,789 91,278 85,045 Fair value measurements The carrying value of approximates fair value. financial assets and financial liabilities brought to account at balance sheet date The fair value of these financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. Transurban Holding Trust has adopted the amendment to AASB 7 requires disclosure of fair value measurements by level of the following fair value measurement hierarchy: Financial Instruments: Disclosures which (a) quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1) (b) inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (level 2), and inputs for the asset or liability that are not based on observable market data (unobservable inputs) (level 3). (c) The following table presents the Group's assets and liabilities measured and recognised at fair value at 30 June 2013 and 30 June 2012: 243 ANNUAL REPORT 2013Transurban Holding Trust Notes to the consolidated financial statements 30 June 2013 (continued) 38 Financial risk management (continued) Fair value measurements (continued) As at 30 June 2013 Assets Derivatives used for hedging Total assets Liabilities Derivatives used for hedging Total liabilities As at 30 June 2012 Assets Derivatives used for hedging Total assets Liabilities Derivatives used for hedging Total liabilities Level 1 $'000 Level 2 $'000 Level 3 $'000 Total $'000 - - - - 372 372 63,840 63,840 Level 1 $'000 Level 2 $'000 Level 3 $'000 - - - - 70 70 85,115 85,115 - - - - - - - - 372 372 63,840 63,840 Total $'000 70 70 85,115 85,115 The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at the end of each reporting period. The fair value of interest rate swaps are calculated as the present value of the estimated future cash flows. These instruments are included in level 2. 244 TRANSURBANTransurban Holding Trust Directors' declaration 30 June 2013 and notes set out on pages 163 to 244 are in accordance with the Corporations Act In the Directors' opinion: financial statements including: the 2001, (i) (ii) (a) (b) complying with Accounting Standards, the professional reporting requirements, and giving a true and fair view of the Group's performance for the year ended on that date, and Corporations Regulations 2001 and other mandatory financial position as at 30 June 2013 and of its there are reasonable grounds to believe that the become due and payable, and Group will be able to pay its debts as and when they Note 1(a) confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board. The Directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required by section 295A of the Corporations Act 2001. This declaration is made in accordance with a resolution of the Directors. Lindsay Maxsted Director Scott Charlton Director Melbourne 1 August 2013 245 ANNUAL REPORT 2013246 TRANSURBAN247 ANNUAL REPORT 2013Transurban International Limited Controlled Entities ABN 90 121 746 825 and Annual report for the year ended 30 June 2013 248 TRANSURBANTransurban International Limited ABN 90 121 746 825 Annual report - 30 June 2013 Contents Directors' report Auditor's Independence Declaration Financial statements Directors' declaration Independent auditor's report to the members Page 250 295 296 350 351 249 ANNUAL REPORT 2013Transurban International Limited Directors' report 30 June 2013 Directors' report The Directors of Transurban International Limited (TIL or "the Company") present report on the consolidated entity (and referred to hereafter as "the Group") consisting of TIL and the entities it controlled at the end of, or during, the year ended 30 June 2013. their TIL forms part of the triple staple that is Transurban ("the Transurban Group"). A Stapled Security comprises one share in Transurban Holdings Limited, one share in TIL and one unit in Transurban Holding Trust. None of the components of the Stapled Security can be traded separately. Directors With the exception of the changes noted below, the following persons were Directors of the Company during the whole of the financial year and up to the date of this report. Non-executive Directors Lindsay Maxsted Neil Chatfield Robert Edgar Samantha Mostyn Robert Officer (Resigned 7 August 2012) Christine O'Reilly Rodney Slater Ian Smith Executive Directors Scott Charlton (Appointed 16 July 2012) Christopher Lynch (Resigned 16 July 2012) Principal activities The principal activity of Transurban International Limited is to provide management services to, and act as the holding entity of, the Transurban Group’s investment in Transurban DRIVe Holdings LLC (DRIVe), an unlisted co-investment vehicle which invests in existing and new toll roads and similar or related opportunities in North America. Transurban holds a 75 per cent interest in DRIVe. Transurban International Limited (TIL) forms part of the triple staple that is Transurban. Dividends No dividends were declared or paid during the financial year. Operating and financial review As a member of the Transurban Group triple staple, the Group operates with a consistent business framework, strategy and value drivers as the wider Transurban Group. Business review Business Framework and Strategy The Transurban Group is focused on providing effective and innovative urban transport solutions in road infrastructure, through the management and development of urban networks of toll road concessions. The effective management of toll road concessions involves leveraging a network footprint in our markets, taking a leading role in shaping policy, and utilising our core capabilities. 250 TRANSURBANTransurban International Limited Directors' report 30 June 2013 (continued) These capabilities are defined as: • • • • • Network planning and forecasting Operations and customer management Project development and delivery Application of technology, and Community engagement. As part of the review and confirmation of our strategy in the year ended 30 June 2013, we have clearly defined our target markets as the eastern seaboard of Australia and northern Virginia in the US. The operations of the Group are focused specifically in northern Virginia. Finally, the business continues to focus on distribution growth as part of this overall strategy. Value drivers The investment proposition for high quality toll road assets lies in providing investors with access to long dated, predictable, growing cash flows generated over the life of the concessions through effective management and development of the road corridors these concessions govern. The organic growth in the business derived from traffic growth and inflation protected toll escalation across the suite of assets is supported by the effective management of the operations, maintenance and customer management. It is further enhanced by the effective application of technology in key areas including traffic management and tolling. In addition, value is unlocked through the development of the portfolio through a range of activities including asset enhancements and new projects negotiated with governments such as the 495 Express Lanes and 95 Express Lanes projects. Financial performance Performance indicators Proportional EBITDA (earnings before interest, the primary measures the Transurban Board uses to assess the operating performance of the Group, with the aim of maintaining a focus on operating results and associated cash generation. It reflects the contribution from individual assets to the Group's operating performance and permits a meaningful analysis of the underlying performance of the Group's assets. tax, depreciation and amortisation) is one of To arrive at the proportional result, minority interests in the Group's controlled entities are backed out and Transurban's interests in non-controlled assets are included, in proportion to Transurban’s ownership. Free cash is the primary measure used to assess cash generation in the Group. Free cash represents the cash available for distribution to security holders. Structure of the Group and relationship to the financial performance The Group holds Transurban’s 75.0 per cent investment in Transurban DRIVe Holdings LLC (DRIVe). DRIVe in turn owns 100.0 per cent of Pocahontas 895 and 90.0 per cent of each of 495 Express Lanes and 95 Express Lanes (currently under construction). While the Group's ownership of DRIVe represents more than half of the voting rights of DRIVe, it does not have power to govern its financial, investing and operating policies and accordingly DRIVe is accounted for as a jointly controlled entity. The results of the Group therefore reflect a combination of the equity accounted results of DRIVe and the results of the activities of the Group in providing management services to DRIVe. 251 ANNUAL REPORT 2013Transurban International Limited Directors' report 30 June 2013 (continued) Highlights for the year ended 30 June 2013 The Group’s loss for the year ended 30 June 2013 was $47.2 million. The Group has no toll revenue as it is reflected in the share of net losses of equity accounted investments. Management and business development revenue increased 105.7 per cent to $40.9 million. This was due to the commencement of operations on 495 Express Lanes and the revenue earned in the management of services provided to those operations. Costs associated with those operations increased 52.0 per cent to $38.4 million. Construction revenue and costs in the current year reflects the Group's development of the Tolling and Traffic Management System for 495 Express Lanes and 95 Express Lanes (still under development). EBITDA on a statutory basis increased to $11.9 million, compared to $0.7 million in the prior corresponding period. The movement in EBITDA reflects the change in the Group’s activities in the financial year as it commenced providing operational and management services to 495 Express Lanes. The Group’s share of net losses of equity accounted investments was $28.1 million for the year. The prior period loss was $213.3 million, represented the one-off impairment of the carrying value of Pocahontas. Financial position The Transurban Group is a member of the S&P/ASX 50 with a market capitalisation of around $10.0 billion. At 30 June 2013, 1,481.6 million shares were on issue. TIL represents one component of the Transurban triple staple and has total assets of $264.0 million. This has increased from $34.1 million at 30 June 2012 due to TIL’s investment in DRIVe for the construction of the 95 Express Lanes. The operating assets contained within DRIVe are primarily long-life intangible assets, representing the provision by the Virginian Department of Transportation of the right to toll customers for the use of the assets. Each of the three assets within DRIVe have a concession life greater than 80 years and for accounting purposes the carrying values are amortised on a straight line basis over the duration of the concession. Details of borrowings applicable to the Group and DRIVe are discussed in Financing Activities below. Operations and performance of the Group’s portfolio of assets - Year ended 30 June 2013 The Transurban Group considers the best measure of performance to be underlying proportional EBITDA. To determine the proportional numbers, non-controlling interests are removed from the statutory result and the Group’s interests in non-controlled assets are included in proportion to our ownership. Note 2 to the statutory accounts (Segment Information - page 315) presents the proportional result for the Group, including reconciliations to the statutory result. While management considers proportional EBITDA to be the best indicator of asset performance, interest expense and revenue, depreciation and income tax are also included in the Segment Information disclosure. Pocahontas 895 (Virginia USA) - Transurban DRIVe Performance on Pocahontas 895 has continued to be weak throughout the year compared to the Group’s initial expectation of traffic at acquisition in 2006. Following the reduction of the carrying value of DRIVe in 2012, the impact of Pocahontas 895’s poor performance on the Group’s returns is minimal. Traffic increased 1.3 per cent year on year, contributing to a revenue increase of $0.6 million. Costs increased $0.9 million, leading to a decrease in the overall EBITDA margin by 4.3 per cent to 60.3 per cent. On 14 June 2013 the Transurban Group announced that discussions to transfer Pocahontas 895 back to the lenders had commenced, however the final structure has yet to be agreed. There is no cash impact of a transfer of the asset back to the lenders and the asset is carried at no value in the Group's balance sheet. 252 TRANSURBANTransurban International Limited Directors' report 30 June 2013 (continued) 495 Express Lanes (Virginia USA) - Transurban DRIVe The 495 Express Lanes opened to tolled traffic in November 2012, 6 weeks ahead of schedule. Traffic performance on the lanes has been lower than expected, but has continued to grow. It is still considered too early to determine any reliable traffic trends. Total toll revenue generated to 30 June 2013 is $7.2 million. 495 Express Lanes has recorded an EBITDA loss since opening of $8.1 million to 30 June 2013. In respect of the Group’s proportional result, this contributed a loss of $5.4 million. The weekend of 6-7 April 2013 was toll free on 495 Express Lanes, with the view to increasing public awareness of the benefits of using the lanes. This public education and engagement proved positive, with traffic growth increasing after this and other initiatives. Free cash and cash flows from operations Free cash represents a key measure of the performance of the wider Transurban Group’s operating assets and provides the basis for determining the distribution to be paid to security holders. For the year ended 30 June 2013, the Group recorded a cash outflow from operating activities of $4.6 million. Business development activities 95 Express Lanes (Virginia USA) - Transurban DRIVe On 1 August 2012, Commonwealth of Virginia to build and operate the 95 Express Lanes in Northern Virginia, USA. the Transurban Group announced that financial close had been reached with the The 95 Express Lanes will be a 29-mile (46-kilometre) reversible, two- and three-lane facility, with a 73 year operating concession from opening date. The cost of construction is expected to be $750 million over a two and a half year period. Toll system delivery and operations of the 95 Express Lanes are to be managed by the Group and co-located with the 495 Express Lanes. The 95 Express Lanes will utilise technology developed for the 495 Express Lanes. At the date of this report the project is 40 per cent complete, has had no lost time injuries and remains on schedule for completion in late 2014. Financing activities The Group’s financing is through the loans from related parties, specifically the wider Transurban Group. These loans increased by $271.3 million during the year, being the contribution the development activities on 495 Express Lanes and 95 Express Lanes. In addition to the Group’s debt from related parties, both 495 Express Lanes and Pocahontas 895 have external debt funding. Debt maturity profiles The following chart shows the external debt maturity profiles related to the Group’s investments in operating assets. The charts show the debt in the financial year it matures and shows the full value of the debt facilities as this is the value of debt for refinancing purposes. The debt values are shown at 30 June 2013 and US dollar debt has been converted at the hedged rate where cross currency swaps are in place. Unhedged US dollar debt has been converted to Australian dollars at spot exchange rate ($0.9275 at 30 June 2013). 253 ANNUAL REPORT 2013Asset level debt maturity profile Transurban International Limited Directors' report 30 June 2013 (continued) Financial risk management The Transurban Group and the Group’s exposure to financial risk management and its policies for managing that risk can be found in the Financial Risk Management note in note 31 of the statutory accounts. Note 31 to the Financial Statements outlines the Group's hedging policies, credit risk, interest rate risk and liquidity and funding policies. Corporate activities As a member of the Transurban Group the corporate activities of the wider group are applicable to the Group. Change of CEO and Executive Management A number of changes were made throughout the year to the Transurban structure and Executive leadership team. In addition to Scott Charlton commencing in the role of CEO in July 2012, the following changes occurred: • • • • • • Establishment of a ‘Delivery and Operations’ team with Tim Steinhilber appointed as Group General Manager Establishment of a ‘Strategy’ team with Wes Ballantine appointed as Group General Manager Appointment of Sue Johnson as Group General Manager, Human Resources Appointment of Lisa Tobin as Group General Manager, Technology Appointment of Vin Vassallo as Group General Manager, Victoria following the departure of Elizabeth Mildwater from Transurban, and Appointment of Jennifer Aument as Group General Manager, North America. 254 TRANSURBAN040080063563560020010001400120018001600200020482046204420422040203820362034203220302028202620242022202020182016201445 LETTERS OF CREDIT95 TIFIA DEBTPOCAHONTAS TIFIA DEBT495 TIFIA DEBT495 PRIVATE ACTIVITY BONDS95 PRIVATE ACTIVITYBONDSPOCAHONTAS BANK DEBT7733018414256635323Transurban International Limited Directors' report 30 June 2013 (continued) Issue of securities (underwriting amendment) As part of the interim distribution Transurban had announced its intention to have the distribution reinvestment plan underwritten by UBS up to an amount of $115 million (or approximately 50 per cent of the distribution). However, on 24 December 2012 this was deemed unnecessary as an agreement was reached with UniSuper Limited to issue 16,260,163 stapled securities at an issue price of $6.15 per security. The underwriting obligations of the interim distribution were therefore cancelled. People Diversity During the reporting period, Transurban established diversity committees to raise awareness and to identify opportunities to improve diversity at all levels of the business. The committees are comprised of representatives from across the Group. The Australian committee is currently chaired by the CEO. In the current period, a formal education program on diversity was provided to senior management, focusing on inclusive leadership and unconscious bias. A gender pay equity review was also undertaken during the year, with no matters of significance noted. Transurban has identified gender diversity, cultural diversity and flexible work practices as its focus areas for the next year. The Group’s Diversity Policy has been reviewed to align it with these areas. Leadership and development Twice a year Transurban conducts a talent review with the Executive team. This review helps identify high potential individuals who may have the ability to move into a Senior Leadership or Executive role, or those who may be able to move laterally outside of their area of technical expertise. It also identifies successors for the Executive team and other future leaders. Development activities for this group are monitored throughout the year. In 2013 Transurban ran a Senior Leadership Development Program focusing on strategy, safety, leadership and diversity. This program was offered in both the US and Australia. Transurban supports the development of women within the business and has recently started a Coaching and Mentoring program for female middle managers. Vision and values In the year ended 30 June 2013, Transurban reviewed and updated its vision and values to bring them into line with the updated Group strategy. Workshops and focus groups were conducted in both the US and Australian offices to give employees significant input into the process. The values established through this process are integrity, collaboration, accountability, ingenuity and respect. Sustainability Transurban is committed to taking a sustainable approach to all our operations, projects and business practices to create the best outcomes for our government clients and communities. During the period, Transurban’s corporate strategy and reinforces our vision to “strengthen communities through transport”. the Transurban Board endorsed a revised Sustainability Strategy, which underpins The Sustainability Strategy highlights three key focus areas: Be good neighbours, Use less, and Think long term. The principles inherent in these focus areas enhance our ability to deliver efficient and integrated transport networks that support productivity and the wellbeing of our communities. 255 ANNUAL REPORT 2013Transurban International Limited Directors' report 30 June 2013 (continued) We report on our outcomes in these areas in our annual Sustainability Report, which also outlines our commitments for the coming years. Further information on our Sustainability Strategy will be included in our 2013 Sustainability Report, which will be published in October 2013 on our website (www.transurban.com). Business risks and opportunities The following are key opportunities that may impact Transurban, and the Group’s, financial and operating result in future periods: • • • • • • • Negotiation of new business opportunities to develop projects and enhance the motorway networks in Transurban’s target markets Higher traffic volumes across Transurban’s assets resulting in stronger cashflows across the Group Integration of technology and systems across Transurban assets, including tolling systems, to leverage economies of scale available from Transurban’s network footprint. Policy change in approach to network pricing to drive efficiencies and improvements in capacity utilisation on Transurban’s assets Development of connecting infrastructure to drive improved traffic volumes on Transurban’s assets Changes in law or regulation, that may result in the reduction of taxes or other governmental charges or levies Realisation of benefits associated with financing arrangements and financial transactions, including sourcing new financing, the refinancing of existing indebtedness and credit exposures on transactions with financial counterparties. The following are key risks that may impact Transurban’s and the Group's financial and operating result in future periods: • • • • • • • • • • • • Reduced traffic volumes or an inability to grow traffic volumes The loss of a toll road concession for non-performance or default under a concession agreement or as a result of government action Existence and development of, or changes to, competing roads, feeder roads and other means of transport Changes in law or regulation, including the imposition of new or increased taxes or other governmental charges or levies Adverse tax developments, including as a result of legislative change or interpretation, and changes to accounting standards Dependency on the services of key contractors and counterparties for development and construction activities and for the provision of tolling, customer services, operations and maintenance services, road management and control systems Exposure to risks associated with financing arrangements and financial transactions, including sourcing new financing, the refinancing of existing indebtedness and credit exposures on transactions with financial counterparties Risks of accidents, incidents and other events relating to the assets and insurance policies not providing adequate protection against those risks Risks of technology failure, resulting in the inability to collect tolls or operate the asset. Unexpected material maintenance of the assets Potential for involvement in legal, regulatory and other proceedings and disputes arising from business and operations; and Reliance on dividends, interest on and repayments of shareholder loans from concessionaires and other subsidiaries for funding. 256 TRANSURBANTransurban International Limited Directors' report 30 June 2013 (continued) Risk Management Managing risk is an essential part of our business. Key risks are regularly reviewed by the Board, the Audit and Risk Committee and our Executive Committee. Transurban has a business-wide risk framework in place to help create and continuously improve a consistent and rigorous approach to identifying, analysing and evaluating risks. This framework has various policies, standards and guidelines attached to it, including the Risk Management Policy which can be found in the Corporate Governance section of our website (www.transurban.com). The framework is overseen by the Audit and Risk Committee and is actively managed by the Executive Committee. It is consistent with AS/NZ31000:2009 and is subject to regular review by internal audit. Our Audit and Risk Committee Charter is also available in the Corporate Governance section of our website. Significant changes in the entityʼs state of affairs Other than those matters already discussed in the operating and financial review, the following significant change has occurred in Transurban, and TIL’s, state of affairs in the year ended 30 June 2013: • During the year Transurban decided to close its office in New York and focus all US activities out of the 495 Express Lanes HOT Operations Centre in Virginia. Matters subsequent to the end of the financial year At the date of this report the Directors are not aware of any other circumstances that have arisen since 30 June 2013 that have significantly affected, or may significantly affect, the Group’s operations in future financial years, the results of those operations in future financial years, or the Group’s state of affairs in future financial years. Likely developments in future financial years and the expected results of operations Other than matters already discussed above, any other potential like developments in the operations of the Group and the expected results of operations have not been included in these financial statements because the Directors believe it would be likely to result in unreasonable prejudice to the Group. Environmental regulation The Group is subject to environmental regulations under Australian Commonwealth and State laws and certain applicable laws in the USA. The Group maintains a comprehensive environmental management plan to monitor the performance of its motorways, and any external parties responsible for operating any of the Group’s motorways, and takes remedial steps where necessary. There were no significant breaches reported during the financial year on the Group’s assets. 257 ANNUAL REPORT 2013Transurban International Limited Directors' report 30 June 2013 (continued) Information on Directors Lindsay Maxsted Dip Bus, FCA, FAICD Chair and independent Non-executive Director Term of office Director and Chair since 12 August 2010. Lindsay is currently Chairman and a Non-executive Director of Westpac Banking Corporation, and a Non-executive Director of BHP Billiton Limited and BHP Billiton plc. He is the Managing Director of Align Capital Pty Ltd and the Honorary Treasurer of Baker IDI Heart and Diabetes Institute. Lindsay was formerly the CEO of KPMG Australia from 2001 - 2007. His principal area of practice prior to this was in the corporate recovery field managing a number of Australia’s largest insolvency / workout / turnaround engagements. Lindsay holds interests in 30,000 Stapled Securities. Transurban Board Committee membership Chair of the Nomination Committee and a member of the Audit and Risk Committee. Scott Charlton BSci, MBA (Texas) Chief Executive Officer Term of office Director since 16 July 2012. CEO since 16 July 2012. Scott joined Transurban from Lend Lease, where he was Group COO (since November 2011) and Group Director of Operations (from March 2010). Prior to this, Scott held several senior appointments across a range of institutions, including as CFO of Leighton Holdings Limited (2007-2009) and as infrastructure and financial Managing Director of Deutsche Bank in Australia and Hong Kong (1995-2003). Scott holds interests in 88,752 Stapled Securities, and 605,904 performance awards. Neil Chatfield M.Bus, FCPA, FAICD Independent Non-executive Director Term of office Director since 5 January 2012. Neil served as Executive Director and the CFO of Toll Holdings Limited from 1997 until September 2008. Neil has extensive experience in general and financial management, capital markets, mergers and acquisitions and risk management. Neil is currently the Chairman of Virgin Australia Holdings Limited and of Seek Limited and a Non-executive Director of Grange Resources Limited. Neil is also Honorary Chairman of HomeGround Services. He was previously a Non-executive Director of Whitehaven Coal Limited (to May 2012). Neil holds interests in 30,910 Stapled Securities. Transurban Board Committee membership Chair of the Audit and Risk Committee and a member of the Nomination and Remuneration and Human Resources Committees. 258 TRANSURBANTransurban International Limited Directors' report 30 June 2013 (continued) Information on Directors (continued) Robert Edgar BEc (Hons), PhD, FAICD Independent Non-executive Director Term of office Director since 5 January 2012. Bob has over 30 years experience as a Senior Executive, with 25 years at ANZ Banking Group in various senior roles, including Deputy CEO, Senior Managing Director, COO, and Chief Economist. Bob is currently the Chairman of Federation Centres and a Non-executive Director of Asciano Group and of Linfox Armaguard Pty Ltd. He is also Chairman of the Prince Henry’s Institute of Medical Research. He was previously a Non-executive Director of Nufarm Limited (to March 2012), AMMB Holdings Berhad, Shanghai Rural Commercial Bank and of the Bank of Tianjin. Bob holds interests in 24,590 Stapled Securities. Transurban Board Committee membership Chair of Nomination Committees. the Remuneration and Human Resources Committee and member of the Audit and Risk and Samantha Mostyn BA, LLB Independent Non-executive Director Term of office Director since 5 January 2012. Sam is a Non-executive Director and corporate advisor and has previously held senior executive positions at IAG, Optus and Cable & Wireless Plc. Sam is currently Chair of the Stakeholder Advisory Council of the CSIRO’s Climate Adaptation Flagship and Deputy Chair of the Diversity Council of Australia. She is a member of the NSW Climate Change Council, the advisory boards of ClimateWorks Australia and the Crawford School of Government and Economics, ANU. Sam is a Commissioner of the Australian Football League and the National Mental Health Commission. Sam is currently a Non-executive Director of Virgin Australia Holdings Limited, Citygroup Pty Ltd, Sydney Theatre Company, Australian Volunteers International and St James Ethics Centre Foundation. Sam holds 14,000 Stapled Securities. Transurban Board Committee membership Member of the Remuneration and Human Resources and Nomination Committees. 259 ANNUAL REPORT 2013Transurban International Limited Directors' report 30 June 2013 (continued) Information on Directors (continued) Christine O'Reilly BBus Independent Non-executive Director Term of office Director since 12 April 2012 Christine has in excess of 25 years experience in the finance and infrastructure sectors in various roles including as Co-Head of United Infrastructure at Colonial First State Global Asset Management and as CEO of the GasNet Australia Group. Christine is currently a Non-executive Director of CSL Limited, Energy Australia, Baker IDI Heart and Diabetes Institute and is the Deputy Chair of CARE Australia. Christine holds interests in 4,363 Stapled Securities. Transurban Board Committee membership Member of the Audit and Risk and Nomination Committees. Rodney Slater J.D., BS Independent Non-executive Director Term of office Director since 5 January 2012. Rodney is a partner in the public policy practice group of Washington DC firm Patton Boggs, where he has been a leader of its transportation practice since 2001. He served as US Secretary of Transportation from 1997 until the end of the Clinton Administration in January 2001 and was the Administrator of the Federal Highway Administration between 1993 and 1996. In the US, Rodney’s current directorships include Kansas City Southern (railroads), Verizon Communications Inc, Atkins Global, and Southern Development Bancorporation. He was previously a Director of Parsons Brinckerhoff, Delta Airlines, Northwest Airlines, and ICx Technologies Inc. He also served on Transurban’s US Advisory Board until November 2008. Rodney is a Director of the Congressional Awards Foundation and United Way Worldwide. Rodney does not hold interests in any Stapled Securities. Transurban Board Committee membership Member of the Nomination Committee. 260 TRANSURBANTransurban International Limited Directors' report 30 June 2013 (continued) Information on Directors (continued) Ian Smith BE Mining (Hons), BFin Admin Independent Non-executive Director Term of office Director since 5 January 2012. Ian has more than 30 years experience in the global mining industry in a variety of operational and project management roles. He is currently the Managing Director and CEO of Orica Limited. Ian is President of The Australian Mines and Metals Association. He was previously the CEO at Newcrest Mining Limited, Chairman of the Minerals Council of Australia and a Director of the Australian Chamber of Commerce and Industry. Ian holds interests in 71,772 Stapled Securities. Company Secretaries Amanda Street LLB (Hons), BComm. Amanda joined Transurban in September 2008 and was appointed as Company Secretary in February 2011. Before joining Transurban, Amanda was Assistant Company Secretary at SP Ausnet and Senior Corporate Counsel at National Australia Bank. She has over 12 years of legal, company secretarial and other relevant experience. Prior to her in-house work, Amanda was a solicitor specialising in M&A work with Australian law firm Mallesons. Julie Galligan LLB, BA Julie joined Transurban in November 2008 and was appointed as General Counsel, Australia in February 2012. Julie has over 12 years legal experience in private practice and in-house roles in both Australia and the United Kingdom. Prior to joining Transurban, Julie worked in-house at Associated British Ports. 261 ANNUAL REPORT 2013Transurban International Limited Directors' report 30 June 2013 (continued) Meetings of Directors The numbers of meetings of the Company's board of Directors and of each board committee held during the year ended 30 June 2013, and the numbers of meetings attended by each Director were: Lindsay Maxsted Scott Charlton (appointed 16 July 2012) Christopher Lynch (resigned 16 July 2012) Neil Chatfield Robert Edgar Samantha Mostyn Robert Officer (resigned 7 August 2012) Christine O'Reilly Rodney Slater Ian Smith # Attended Held 9 9 - 8 8 8 1 9 9 9 9 9 - 9 9 9 1 9 9 9 # = Number of meetings held during the time the director held office The number of meetings of each Board Committee held during the year ended 30 June 2013, and the number of meetings attended by each Director, are set out in the following table. Audit and Risk Committee (1) AttendedHeld # Remuneration and Human Resources (2) Committee AttendedHeld # Nomination (3) Committee Special purpose Sub- committees AttendedHeld # AttendedHeld # Lindsay Maxsted Scott Charlton (appointed 16 July 2012) Christopher Lynch (resigned 16 July 2012) Neil Chatfield Robert Edgar Samantha Mostyn Robert Officer (resigned 7 August 2012) Christine O'Reilly Rodney Slater Ian Smith 6 6 * 6 6 * 2 6 * * 6 * * 6 6 * 2 4 * * 5 4 1 5 5 5 * * * * * * * 5 5 5 * * * * 2 2 * 2 2 2 - 2 1 2 2 * * 2 2 2 - 2 2 * 1 1 * 1 * * * * * * 1 1 * 1 * * * * * * # = Number of meetings held during the time the Director held office and was a member of the Committee * = Not a member of the relevant Committee (1) Scott Charlton was not a member of the Audit and Risk Committee but attended meetings during the year. (2) Lindsay Maxsted, Scott Charlton and Chris Lynch were not members of the Remuneration and Human Resources Committee but attended meetings during the year. Scott Charlton and Chris Lynch were excluded from discussions involving their remuneration during meetings which they attended. (3) Ian Smith and Scott Charlton were not members of the Nomination Committee but attended meetings during the year. 262 TRANSURBANTransurban International Limited Directors' report 30 June 2013 (continued) 2013 REMUNERATION REPORT (AUDITED) Message from the Chairman of the Remuneration and Human Resources Committee Dear security holder I am pleased to present Transurbanʼs remuneration report for the year ended 30 June 2013. Last yearʼs report comprehensive review of the Groupʼs executive remuneration arrangements. received strong support at the 2012 AGM. That report detailed the results of our We continue to be mindful of the expectations of both the market and security holders in setting the executive reward framework. There were no substantive changes to our framework or practices this year, but we did make some refinements to further align the remuneration of our leadership team with the creation of sustainable security holder value, business outcomes, and the Groupʼs organisational values: integrity, collaboration, accountability, ingenuity and respect. A CEO transition and significant executive change also impacted remuneration during the year. Departures were managed in line with the provisions set out in the relevant executiveʼs service agreement and current termination benefits legislation. For new executive appointments, we used market data from an independent remuneration consultant to assist us in determining the quantum and structure of their packages. There was a significant reduction in the average total remuneration package for current executives (including the CEO) on the prior year. We believe the outcomes are fair and equitable. We also think that our framework gives us a range of mechanisms to balance sensible risk management and motivate executives to deliver outstanding results going forward. We welcome your feedback on our remuneration practices or on our communication of remuneration matters in this report. Bob Edgar Chairman, Remuneration and Human Resources Committee 263 ANNUAL REPORT 2013Transurban International Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) x INTRODUCTION This report, prepared in accordance with the Corporations Act 2001, contains detailed information regarding the remuneration arrangements for the Directors and Senior Executives who were the 'key management personnel' (KMP) of the Transurban Group (Group) during the year ended 30 June 2013. The KMP disclosed in this report are listed in the table below: Current Non-executive Directors Lindsay Maxsted, Chair Neil Chatfield Robert Edgar Samantha Mostyn Christine O'Reilly Rodney Slater Ian Smith Former Non-executive Directors Robert Officer (resigned effective 7 August 2012) Current Senior Executives* Scott Charlton, Managing Director and Chief Executive Officer (CEO) (from 16 July 2012) Jennifer Aument, Group General Manager, North America (from 10 June 2013)1 Wesley Ballantine, Group General Manager, Strategy (from 22 November 2012)2 Andrew Head, Group General Manager, New South Wales Samantha Hogg, Chief Financial Officer Sue Johnson, Group General Manager, Human Resources (from 8 October 2012)3 Tim Steinhilber, Group General Manager, Delivery and Operational Excellence (from 10 December 2012)4 Lisa Tobin, Group General Manager, Technology (from 4 February 2013) Vin Vassallo, Group General Manager, Victoria (from 4 February 2013) Transitioning Senior Executive Michael Kulper, President North America5 Former Senior Executives Chris Lynch, Managing Director and CEO (resigned as CEO effective 16 July 2012, departed 30 July 2012) Ken Daley, President, International Development (resigned effective 2 February 2013) Elizabeth Mildwater, Group General Manager, Victoria (resigned effective 31 March 2013) * The dates on which the Senior Executives who were promoted or appointed during the year ended 30 June 2013 are the dates that those Senior Executives commenced being members of KMP. Their remuneration for the period during which they were members of KMP is disclosed in this report only. 1 Formerly Vice President, Public Affairs. 2 Formerly General Manager, Investor Relations, Media and Government. 3 Formerly General Manager, Human Resources. 4 Formerly Vice President, Major Projects. 5 Michael Kulper will depart the Group on 3 September 2013. Refer to section 1B for further details. CONTENTS Content 1 2 3 4 5 6 All values in this report are in Australian dollars, unless otherwise stated. Remuneration snapshot Remuneration governance Remuneration in context CEO and Senior Executive remuneration for the year ended 30 June 2013 Link between Group performance, security holder wealth and remuneration Non-executive Director remuneration Page 265 268 269 270 288 289 264 TRANSURBANTransurban International Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) 1 REMUNERATION SNAPSHOT Transurban’s remuneration framework, as reflected in the 2012 report, received strong support from security holders at the 2012 AGM. The framework was the culmination of a careful and comprehensive review of the Group’s remuneration arrangements. This review took into account feedback sought and received from security holders and other stakeholders, market expectations, and regulatory developments. The remuneration framework was largely unchanged during the year ended 30 June 2013. Certain refinements were made to further align reward with the creation of security holder value and the achievement of corporate objectives. The quantum and structure of the remuneration arrangements for new Senior Executives were also benchmarked using market data provided by Ernst & Young. The outcome of this process was a reduction in the CEO's total remuneration package of 28 per cent (assuming 100 per cent vesting of short and long term incentives) and a reduction in the average total remuneration package for current Senior Executives (excluding the CEO) of 27 per cent (again assuming 100 per cent vesting). THE REMUNERATION FRAMEWORK The key elements of the remuneration framework for the CEO and other Senior Executives for the year ended 30 June 2013 were as follows: Remuneration mix The remuneration of the CEO and other Senior Executives was structured as a mix of fixed remuneration and variable ('or at risk') remuneration through short term and long term incentive components. The relative weightings of the three components were as follows: CEO Other Senior Executives Total remuneration % (annualised at target)* Fixed TEC Variable (performance based) 40 45 STI 30 (50% deferred) 30 (30 or 50% deferred) LTI 30 25 * Transition to the remuneration mix for Michael Kulper was due to occur in FY2014. As a result of his departure from the Group on 3 September 2013, this will no longer occur. Refer to section 1B for further details. Fixed total employment cost (TEC) Fixed TEC was set with reference to the market median, using the ASX 20-50 as the primary reference, with consideration also given to the ASX 100. Remuneration packages (including TEC levels) are reviewed annually by the Remuneration and Human Resources Committee with reference to an individual's role, experience and performance, as well as relevant comparative market data provided by an independent remuneration consultant. TEC levels are also reviewed on a change in role. Short term incentive (STI) STI performance measures were again linked to growth in proportional EBITDA, cost management based on proportional net costs, safety, and performance against individual key performance indicators (KPIs). In the year ended 30 June 2012, mandatory deferral of 30 per cent of the STI award was introduced for the CEO and other Senior Executives. The deferred component was increased in the year ended 30 June 2013 to 50 per cent for the new CEO and other Senior Executives appointed during the year. The deferral period is two years. For Australian Senior Executives, deferral is into securities. Due to legal restrictions on the issue of securities to USA residents, the USA Senior Executives receive deferred cash awards. The deferred component of remuneration may, at the discretion of the Board, be subject to forfeiture or clawback (e.g. in the event of misconduct or material misstatement of financial results). Long term incentive (LTI) LTI performance measures were as follows: • 50 per cent relative Total Shareholder Return (TSR) measured against a bespoke comparator group comprising companies in the transport, utilities, real estate, construction and infrastructure Global Industry Classification Standards (GICS) sectors of the ASX 150; and • 50 per cent Free Cash Flow (FCF) per security, reflecting the Group's focus on the maximisation of free cash flow to drive security holder return. The definition of FCF per security is set out on page 277. The FCF calculation is included in note 21 of the audited financial statements of Transurban Holdings Limited. A x' x x x 265 ANNUAL REPORT 2013Remuneration report (continued) Transurban International Limited Directors' report 30 June 2013 (continued) OTHER EVENTS / ACTIONS IMPACTING REMUNERATION IN THE YEAR ENDED 30 JUNE 2013 CEO transition Chris Lynch resigned as CEO, effective 16 July 2012, and departed Transurban on 30 July 2012. His contractual entitlements on resignation were finalised in the year ended 30 June 2012 and disclosed at the time of his departure and in the 2012 report. As these payments were actually made in the year ended 30 June 2013, they are disclosed again in this report. Chris Lynch only received these payments once, even though they have been disclosed in two reports. Chris Lynch received the following during the year ended 30 June 2013 in satisfaction of his contractual entitlements: • an STI for the year ended 30 June 2012 (awarded at 116 per cent of his TEC based on performance against applicable performance targets). The cash component of the award (70 per cent or $1,764,963) was paid in August 2012. The deferred (into securities) component (30 per cent or $756,413) will vest, subject to clawback provisions, on 1 July 2014; • a pro-rated 'target' level STI award for the 30 days worked during the year ended 30 June 2013 ($178,652) after satisfying performance targets for that period relating to his role in a successful CEO transition process. The award was paid in cash in August 2012; and • an amount in lieu of an LTI earned but not received for a six month period during his tenure ($1,060,000) in line with his contractual entitlement to receive an LTI award for every day employed by the Group. The payment was made in cash in August 2012. Equity instruments previously granted to Chris Lynch under the Group's LTI plans will continue on foot in accordance with their original terms, with the applicable performance measures for each grant to be tested at the end of the applicable original performance period. Chris Lynch did not receive any ex gratia payments on separation. Scott Charlton commenced as CEO on 16 July 2012. The remuneration arrangements applying to Scott Charlton under his service agreement were disclosed at the time of his appointment and in the 2012 report. The arrangements were designed in accordance with from independent the Group’s remuneration strategy and were developed with the benefit of remuneration consultants and Australian peer company benchmark data. The total remuneration package for the CEO has been reduced by 28 per cent (assuming 100 per cent vesting of STIs and LTIs) on the prior year. Further details of Scott Charlton’s remuneration during his first year as CEO are set out in section 4. input As previously disclosed, in the year ended 30 June 2013, Scott Charlton received a one-off grant of equity as a sign-on award in recognition of the incentives he forfeited with his former employer by joining the Group. A total of 236,256 awards were granted to Scott Charlton on 14 September 2012 to vest, subject to his continued employment, tranches (of 78,752 each) on the first, second and third anniversaries of his commencement with the Group. Each award is an entitlement to receive a fully paid security on vesting. The value of the awards at grant date was $1,349,022. The first tranche (78,752 awards) vested on 16 July 2013. The maximum total value of the grant yet to vest is $899,348 (based on the fair value per award at grant date). in three equal x B x 266 TRANSURBANTransurban International Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) Senior Executive restructure and KMP departures In December 2012, a restructured Executive Committee (the Senior Executive group) was announced. The new Executive Committee reflects a focus on delivering and enhancing the Group's core competencies and is structured to balance the diverse range of skills and experience required to deliver the Group's strategy. Key portfolios have been elevated to report to the CEO. The new Executive Committee includes three new positions for existing General Managers (Wesley Ballantine, Sue Johnson and Tim Steinhilber) and an external appointment (Lisa Tobin). Two Senior Executives (Ken Daley and Elizabeth Mildwater) also resigned and departed the Group during the year, and Ms Mildwater's role was filled by an external candidate (Vin Vassallo). Benchmark data from Ernst & Young was used by the Remuneration and Human Resources Committee to determine the quantum and structure of the remuneration arrangements for new positions and the new Senior Executives. The remuneration arrangements were subsequently approved by the Board. The process resulted in a reduction in the average total remuneration package for current Senior Executives (excluding the CEO) of 27 per cent (assuming 100% vesting of STIs and LTIs). The five new Executive Committee members will be eligible for LTIs from 1 July 2013 onwards. No pro rata LTI grants were made during the year ended 30 June 2013 to these Senior Executives. Along with the CEO, they will have 50 per cent of their STI award deferred (for two years) for the year ended 30 June 2013 onwards. Ken Daley resigned as President, International Development, and departed the Group on 2 February 2013. Elizabeth Mildwater resigned as Group General Manager, Victoria, and departed the Group on 31 March 2013. On departure, Ken Daley and Elizabeth Mildwater forfeited their unvested equity awards (deferred STI and LTIs) in full. Neither received an STI award for the year ended 30 June 2013 nor any ex gratia payments on separation. USA restructure In the near term the primary focus for the Group's USA business is on the existing asset base in Virginia. In June 2013, the Board resolved to close the Group's New York office. As a consequence, it was determined that the position of President, North America would no longer be required. As no suitable positions are available for Michael Kulper (the incumbent), his employment with the Group will cease on 3 September 2013. The remuneration arrangements to apply to Michael Kulper on his departure from the Group will be disclosed in the 2014 report. In June 2013, Jennifer Aument (formerly Vice President, Public Affairs) was appointed Group General Manager, North America and became a member of the Executive Committee. She will be eligible for LTIs from 1 July 2013 onwards. Ms Aument will also have 50 per cent of her STI award deferred (for two years) for the year ended 30 June 2013 onwards. 267 ANNUAL REPORT 2013Transurban International Limited Directors' report 30 June 2013 (continued) REMUNERATION GOVERNANCE Remuneration report (continued) x 2 x A x BOARD AND REMUNERATION AND HUMAN RESOURCES COMMITTEE RESPONSIBILITY The Remuneration and Human Resources Committee assists the Board in fulfilling its responsibilities relating to the remuneration of Directors, the remuneration of, and incentives for, the CEO and other Senior Executives, and remuneration practices, strategies and disclosures generally. The Committee also reviews gender pay equity. It is critical that the Remuneration and Human Resources Committee is independent of management when making decisions affecting employee remuneration. Accordingly, the Committee comprises Non-executive Directors, all of whom are independent. Where appropriate, the CEO and the Group General Manager, Human Resources attend Committee meetings, however they do not participate in formal decision making. The membership of the Remuneration and Human Resources Committee was unchanged in the year ended 30 June 2013. The members of the Committee continued to be Robert Edgar (Chair), Samantha Mostyn and Neil Chatfield. Further details regarding the Committee are set out in the Directors’ report. ENGAGEMENT OF REMUNERATION CONSULTANTS To ensure that the Remuneration and Human Resources Committee has all relevant information at its it may seek and consider advice from independent disposal when making remuneration decisions, remuneration consultants where appropriate. Any advice from consultants is used to guide the Committee and the Board, but does not serve as a substitute for thorough consideration of the issues by Directors. During the year ended 30 June 2013, no consultants provided the Remuneration and Human Resources Committee with a remuneration recommendation relating to KMP. Ernst & Young provided the Committee with benchmark data only. The Group has a protocol in place governing the appointment of remuneration consultants and the manner in which any recommendations made by those consultants concerning the remuneration of KMP are to be provided to the Group, and in particular the circumstances in which management may be given access to those recommendations. The purpose of the protocol is to ensure that any remuneration recommendations provided by consultants are provided without undue influence by KMP. In accordance with the protocol, all remuneration recommendations and advice must be sent directly to the Remuneration and Human Resources Committee through the Chair of that Committee. The provision of such material or other information directly to management is prohibited. The protocol also requires a consultant to provide, with their recommendations, both a declaration of their independence from the KMP to whom their recommendations relate, and also confirmation that the Committee’s conditions for contact and dialogue with management had been observed. x B x 268 TRANSURBANTransurban International Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) x 3 REMUNERATION IN CONTEXT Transurban is focused on providing effective and innovative urban transport solutions in road infrastructure, through the management and development of urban networks of toll road concessions. The effective management of toll road concessions involves leveraging a network footprint in our markets, taking a leading role in shaping policy, and utilising our core capabilities in the following areas: • Network planning and forecasting; • Operations and customer management; • Project development and delivery; • Application of technology; and • Community engagement. The investment proposition for high quality toll road assets lies in providing investors with access to long dated, predictable, growing cash flows generated over the life of the concessions through effective management and development of the road corridors they govern. The Group is focused on the long term management of toll road assets at various stages of maturity to achieve the best outcomes for investors, Government partners and the community. In Australia, the Group’s interests include 100 per cent ownership of CityLink in Melbourne, and the Hills M2 and Lane Cove Tunnel in Sydney. The Group has partial interests in a further three roads on the Sydney orbital network, being the M1 Eastern Distributor (75.1 per cent), the M5 (50 per cent), and the Westlink M7 (50 per cent). In North America, the Group currently has interests in three assets, Pocahontas 895 (75 per cent), the 495 Express Lanes (67.5 per cent), and the 95 Express Lanes project (67.5 per cent), which is currently under construction and remains on schedule for completion in late 2014. The Board and management are focused on ensuring security holder value is enhanced through the strong performance of the Group’s asset portfolio. Development activities also provide opportunities to further expand the portfolio and unlock further value in the concessions. 269 ANNUAL REPORT 2013Transurban International Limited Directors' report 30 June 2013 (continued) CEO / SENIOR EXECUTIVE REMUNERATION FOR THE YEAR ENDED 30 JUNE 2013 Remuneration report (continued) x 4 x A x REMUNERATION STRATEGY AND POLICY The Group's executive remuneration strategy is designed to attract, retain and motivate a highly qualified and experienced management team with the necessary skills and attributes to lead the Group in achieving its business objectives. The strategy also aims to encourage management to strive for superior performance by rewarding the achievement of targets that are challenging, clearly understood, and within the control of individuals to achieve through their own actions. The Group's remuneration strategy and policy as set by the Board is summarised below: Creating Security Holder Value Remuneration Strategy Attract, retain, motivate and reward executives critical to the Group's growth and success by: • Offering competitive remuneration that is benchmarked against the external market. • Providing a balance of fixed and variable (or 'at risk') remuneration. Align executive reward with individual and Group performance by: • Making short and long term components of remuneration 'at risk' based on performance. • Assessing rewards against appropriate financial and non-financial performance measures. • Encouraging executive security holdings. Remuneration Structure Fixed remuneration Total Employment Cost (TEC): • Comprises cash salary, superannuation and other prescribed benefits. • Provides a base level of reward for effective completion of Group and specific accountabilities. • Appropriately benchmarked and set with reference to role, responsibilities, skills and experience. Variable (or 'at risk') remuneration Short term incentive (STI): Annual rewards tied to pre-determined individual and Group performance measures, and includes a deferred element. Individual targets reflect individual specific accountabilities and key drivers for growth and success. • • • Group performance targets linked to earnings, cost management and safety. Long term incentive (LTI): • Equity rewards to align executive and security holder interests. • • Vest after three years, subject to achievement of pre-determined internal and external performance measures. Encourages sustainable performance in the medium to longer term, and provides a retention element. 270 TRANSURBANTransurban International Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) x B x REMUNERATION MIX For the year ended 30 June 2013, the remuneration of the CEO and other Senior Executives was structured as a mix of fixed remuneration and variable (or 'at risk') remuneration through short term and long term incentive components. The relative weightings of the three components were determined by the Board (on the recommendation of the Remuneration and Human Resources Committee) and are set out in the table below: x C x x D x CEO Senior Executives commencing in FY2013 Senior Executives commencing prior to FY2013** Total remuneration % (annualised at target)* Fixed TEC Variable (performance based) 40 45 45 STI 30 (50% deferred) 30 (50% deferred) 30 (30% deferred) LTI 30 25 25 * These figures do not necessarily reflect the relative value derived from each of the components, which depends on actual performance against targets for the variable components.The STI percentages are based on achieving the relevant performance targets. The LTI percentages are based on the maximum LTI available at the time of grant to each Senior Executive if the awards granted vest at the end of the performance period. ** Transition to the remuneration mix for Michael Kulper was due to occur in FY2014. As a result of his departure from the Group on 3 September 2013, this will no longer occur. FIXED REMUNERATION - TOTAL EMPLOYMENT COST (TEC) What is TEC? Fixed remuneration is represented by total employment cost comprising base salary and superannuation contributions (or pension plans in the case of USA based employees). Fixed remuneration is not 'at risk' but is set by reference to appropriate benchmark information for an individual’s responsibilities, performance, qualifications and experience. There are no guaranteed TEC increases in the service agreement of the CEO or any Senior Executive. How is TEC determined? Remuneration packages (including TEC levels) are reviewed annually by the Remuneration and Human Resources Committee with reference to an individual’s role, experience and performance, as well as relevant comparative market data. Independent remuneration consultants and surveys, internal relativities and market conditions also provide guidance. TEC levels are also reviewed on a change in role. Any changes to TEC levels recommended by the Committee are approved by the Board. The CEO's and other Senior Executives' TEC is determined with reference to the market median. The primary reference for determining the market median is the ASX 20-50, with consideration also given to the ASX 100. Consideration is given to sizing factors including market capitalisation and revenue. A range around the median provides flexibility to recognise individual experience and capabilities. SHORT TERM INCENTIVE (STI) How does the STI plan operate? Eligible permanent Group employees, including the CEO and other Senior Executives, participate in the annual STI plan. The STI plan puts a significant proportion of remuneration 'at risk' subject to meeting specific pre-determined Group, team and individual performance measures linked to corporate objectives. This aligns employee interests with the Group's financial performance, as well as management principles and the Group’s cultural values. For the year ended 30 June 2013, the CEO and other Senior Executives had a target STI opportunity of 30 per cent of their total remuneration package. Mandatory STI deferral of 30 per cent of the overall STI award was introduced for the CEO and other Senior Executives in the year ended 30 June 2012. The deferred component was then increased to 50 per cent during the year ended 30 June 2013 for the CEO and all other newly appointed Senior Executives. 271 ANNUAL REPORT 2013Transurban International Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) The deferral period is two years. For Australian Senior Executives, deferral is into securities. Due to legal restrictions on the issue of securities to USA residents, the USA Senior Executives receive deferred cash awards. The deferred component of remuneration may, at the discretion of the Board, be subject to forfeiture or clawback (e.g. in the event of misconduct or the material misstatement of financial results). What were the STI performance measures for the year ended 30 June 2013? The STI performance measures for the CEO and other Senior Executives for the year ended 30 June 2013 were chosen to provide a balance between corporate, individual, operational, strategic, financial and non-financial aspects of performance and are described below: Measure Description of targets/indicators for FY2013 Group performance targets (1) Growth in proportional EBITDA (20% weighting) The proportional EBITDA targets were set against the previous year's results and the Group's FY2013 budget: Proportional EBITDA result Less than 6.7% above underlying result for FY2012 6.7% above underlying result for FY2012 Budget EBITDA for FY2013 (9% increase on result for FY2012) 17% above underlying result for FY2012 ^ Straight line vesting applies between 50-100% and 100-150%. % STI that vests^ zero 50 100 150 (2) Cost management based on proportional net costs (20% weighting) The proportional net costs targets were set against the previous year's results and the Group's FY2013 budget. The proportional net costs target excluded Capital Beltway for 2013: Proportional net costs result Over FY2013 budget FY2012 result normalised + CPI FY2012 result normalised $10 million saving on FY2012 normalised result ^ Straight line vesting applies between 50-100% and 100-150%. % STI that vests^ zero 50 100 150 (3) Safety targets (10% weighting), including multiple indicators that focused on improving the Group's safety culture and reducing workplace injuries for employees and contractors. The safety targets for Australia and the USA comprised a lead and a lag indicator. The Australian lead indicator required the completion of safety development action plans and the lag indicator required a reduction in the Recordable Injury Frequency Rate. The USA lead indicator required the completion of all items outlined in the safety management system and the lag indicator related to the Recordable Incidence Rate for employees and construction contractors. Individual KPIs (50% weighting), were unique to the individual's area of accountability, and in FY2013 related to critical business sustainability measures, including: operational performance; cost reduction; customer satisfaction; project outcomes; succession planning; risk management; people management; strategy development; and business plan implementation. Individual KPIs reflect the behaviours valued by the Group and are capable of measurement. Individuals have a clear line of sight to KPIs and are able to directly affect outcomes through their own actions. Individual key performance indicators (KPIs) 272 TRANSURBANTransurban International Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) Who sets the STI performance measures? STI performance measures are set at the beginning of the financial year. The CEO's individual KPIs are set by the Board. All other Senior Executives’ individual KPIs are set by the CEO and approved by the Board. The Board sets the Group performance targets. What is proportional EBITDA and why is it used as an STI performance measure? EBITDA (earnings before interest, performance measure used by many companies. taxes, depreciation and amortisation) is a common operational the primary measures that Proportional EBITDA is one of the Board uses to assess the operating performance of the Group, with an aim to maintain a focus on the Group’s operating results and associated cash generation. It reflects the contribution from individual assets to the Group's operating performance and focuses on elements of the result that management can influence to drive improvements in short term earnings. Proportional EBITDA is the aggregation of EBITDA from each asset multiplied by the Group's percentage ownership, as well as any contribution from Group functions. The Board believes proportional EBITDA provides a better reflection of the underlying performance of the Group’s assets than statutory EBITDA. The EBITDA calculation from the statutory accounts would not include the EBITDA contribution of the M5, M7 or DRIVe (equity accounted in the statutory results), which are meaningful contributors to the Group’s performance. Proportional EBITDA figures used to assess performance are included in note 2 of the audited financial statements of Transurban Holdings Limited. The Board can decide to exclude specific items from proportional EBITDA to provide an underlying result when determining performance incentives. For the year ended 30 June 2013, the Board resolved to exclude costs associated with the CEO transition. The Board also determined that the contribution by Capital Beltway Express (the 495 Express Lanes) be excluded when determining performance incentives during the period of ramp up for this asset. Proportional EBITDA has been used by the Group as an STI performance measure since 2009. What are proportional net costs and why is it used as a performance measure? Proportional net costs is calculated as fee and other revenue less total costs of the Group. Costs after fee and other revenues encourages and allows management to incur additional costs where these are justified by increased revenue results. The use of a cost related STI performance measure reflects the fact that management has the ability to influence the expenditure of the business. Strong cost management throughout the business drives an increase in proportional EBITDA and free cash flow and ultimately security holder value. Proportional net costs has been used by the Group as an STI performance measure since 2010. 273 ANNUAL REPORT 2013Transurban International Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) How are the varying levels of performance achievement rewarded? STI targets are designed to differentiate and reward high performance. 50 per cent of the available STI vests for on-target performance, 100 per cent vests for high performance and up to an additional 50 per cent can be earned for exceptional performance. These targets are consistent for all of the Group’s eligible employees. Given that STI awards are contingent on performance across a range of measures, maximum STI awards can only be achieved for performance that is exceptional on all measures. How is performance assessed? Performance against independently reviewed. the Group performance targets is assessed by the Board. The results are The CEO's performance against his individual KPIs is assessed by the Remuneration and Human Resources Committee, which then makes recommendations to the Board. The performance of other Senior Executives against their individual KPIs is assessed by the CEO, who confers with the Committee and then the Board regarding his assessment. Once KPIs have been assessed, the Board approves STI awards. STI cash awards for the year ended 30 June 2013 will be paid in August 2013. The STI deferred component for the year ended 30 June 2013 will be awarded in August 2013 and will vest, subject to continuity of employment (unless otherwise determined by the Board) and clawback provisions, on 1 July 2015. The Board believes the method of assessment is rigorous and provides a balanced evaluation of the performance of the CEO and each other Senior Executive. What if a Senior Executive ceases employment? Under the service agreements for the CEO and other Senior Executives, if the CEO or other Senior Executive ceases employment with the Group before performance against STI targets is assessed, they would generally not be entitled to receive any STI award, unless otherwise determined by the Board. 274 TRANSURBANTransurban International Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) What were the STI performance outcomes for the year ended 30 June 2013? Group performance in respect of the proportional EBITDA, proportional net costs and safety STI performance measures for the year ended 30 June 2013 was assessed by the Board as Australia and 100 per cent in the USA. 100 per cent in STI awards for the CEO and other Senior Executives for the year ended 30 June 2013 are set out below: STI outcome (%) Actual STI 1 ($) awarded STI forfeited (%) Group performance Individual KPIs Total Cash 2 Deferred into 2 securities Current Senior Executives S Charlton J Aument W Ballantine A Head S Hogg S Johnson T Steinhilber L Tobin4 V Vassallo4 Transitioning Senior Executive M Kulper5 Former Senior Executives C Lynch6 K Daley E Mildwater 100 100 100 100 100 100 100 - - - 100 - - 110 130 100 70 80 130 110 - - - 105 115 100 85 90 115 105 - - 738,300 10,7753 81,1503 241,395 284,935 112,3253 97,8253 - - 738,300 10,7753 81,1503 103,455 122,115 112,3253 97,8253 45,000 45,000 75 362,264 155,256 100 100 178,652 - - - - - - - - - - - - 15 10 - - - - 25 - 100 100 1 On-target performance must be achieved before any STI is awarded. Therefore, the minimum potential value of the STI in respect of FY2013 was nil. The maximum potential value of the STI was the “Actual STI awarded”. 2 The cash STI payments will be paid in August 2013. The STI deferred component (30/50 per cent of the STI awarded) will vest, subject to continuity of employment (unless otherwise determined by the Board) and clawback provisions, on 1 July 2015. 3 The Senior Executive was not a member of KMP for the entirety of FY2013. Accordingly only the STI earned whilst a member of KMP is included in the table. 4 Lisa Tobin and Vin Vassallo were granted STI deferred awards in recognition of their contribution and performance since joining the Group in February 2013. 5 An overall outcome of 75 per cent of his available STI was awarded to Michael Kulper for FY2013. A holistic approach, which took into account the performance of the 495 Express Lanes, was considered appropriate in determining his STI. As noted in section 1B, Michael Kulper will depart the Group in September 2013. 6 Chris Lynch received a pro-rated STI in August 2012 based on performance and targets for his time served during FY2013. 275 ANNUAL REPORT 2013Transurban International Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) What was the grant and movement in the number of STI deferred awards? Mandatory STI deferral was introduced in the year ended 30 June 2012, with the first grant of awards made in August 2012. Balance at start of year Granted during year as remuneration Matured and paid during year Forfeited during the year Balance at the end of year Current Senior Executives* J Aument W Ballantine A Head S Hogg S Johnson T Steinhilber Transitioning Senior Executive M Kulper Former Senior Executives C Lynch2 K Daley E Mildwater - - - - - - - - - - 14,7891 15,2121 22,449 18,973 16,5401 19,3561 36,464 133,099 26,742 19,863 - - - - - - - - - - - - - - - - - - (26,742) (19,863) 14,789 15,212 22,449 18,973 16,540 19,356 36,464 133,099 - - * Scott Charlton, Lisa Tobin and Vin Vassallo joined the Group after the FY2012 STI performance period and therefore were not entitled to receive an STI deferred award in respect of that period. 1 STI deferred awards granted during the year as remuneration occurred prior to the Senior Executive becoming a member of KMP. 2 Refer to section 1B for further details of Chris Lynch's contractual entitlements on resignation. x E x LONG TERM INCENTIVE (LTI) How does the LTI plan operate? The LTI plan aligns reward with security holder value by tying this component of executive remuneration to the achievement of performance measures that underpin sustainable long term growth. Participation in the LTI plan is offered to the CEO and other Senior Executives, and certain other employees nominated by the CEO and approved by the Board. For the year ended 30 June 2013, the CEO was offered an LTI grant equivalent to 30 per cent of his total remuneration package. Other eligible Senior Executives were offered grants equivalent to 25 per cent of their total remuneration package. LTI grants are made in the form of performance awards under the Group’s Performance Awards Plan (PAP) at no cost to the recipient. Each performance award is an entitlement to receive a fully paid security, or an equivalent cash payment, on terms and conditions determined by the Board, subject to the achievement of certain vesting conditions linked to performance over a three year period. Subject to the achievement of the performance measures, upon vesting, the Board will determine in its absolute discretion whether the performance awards will be settled in securities or a cash payment of equivalent value. Due to legal restrictions on the issue of securities to USA residents, the USA Senior Executives receive a cash payment upon vesting. Performance awards that do not vest after testing of the performance measures lapse, without retesting. Performance awards are not transferable and do not carry voting or distribution rights. However securities allocated upon vesting of performance awards carry the same rights as other Transurban securities. What were the LTI performance measures for the year ended 30 June 2013? Performance awards granted during the year ended 30 June 2013 are subject to a three year performance period and the following dual performance measures over that period: 276 TRANSURBANTransurban International Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) Measure % weighting Description of measure Relative TSR 50% Relative TSR is measured against a bespoke comparator group comprising companies construction and infrastructure Global Industry Classification Standards (GICS) sectors of the ASX150. The 37 companies in this group are: in the transport, utilities, real estate, Telstra Corporation Ltd, Westfield Group, QR National Ltd, Westfield Retail Trust, Stockland, Leighton Holdings Ltd, AGL Energy Ltd, BWP Trust, GPT Group, Goodman Group, CFS Retail Property Trust, Lend Lease Group, Asciano Ltd, Qantas Airways Ltd, Dexus Property Group, Mirvac Group, Telecom Corporation of New Zealand Ltd, Toll Holdings Ltd, SP Ausnet, APA Group, Commonwealth Property Office Fund, UGL Ltd, Cardno Limited, Auckland International Airport Ltd, Centro Retail Australia, Investa Office Fund, Spark Infrastructure Group, Charter Hall Retail Reit, Australand Property Group, Monadelphous Group Ltd, Duet Group, TPG Telecom Ltd, Australian Infrastructure Fund, Envestra Limited, Hastings Diversified Utilities Fund, QUBE Logistics Holdings Limited and Sydney Airport. TSR measures total return on investment of a security, taking into account both capital appreciation and distributed income which was reinvested on a pre-tax basis. For performance awards granted during the year ended 30 June 2013, the relative TSR component will vest on a straight line basis if the Group’s relative TSR performance is above the median of the bespoke comparator group at the end of the performance period, in accordance with the following table: TSR vesting schedule: The Groupʼs relative TSR ranking in the comparator group At or below the 50% percentile Above the 50th percentile but below the 75th percentile At or above the 75th percentile % of performance awards that vest Nil Straight line vesting between 50% and 100% 100% x Measure % weighting Description of measure Growth in FCF per security 50% Within Transurban, Free Cash Flow (FCF) per security is defined as: • the Group's cash flow from operating activities; • less: cash flows from operating activities of non 100% owned assets; • add back: maintenance capital expenditure for 100% owned assets; • less: accounting charge for maintenance provision for the year; • less: actual tag expenditure in 100% owned assets; • add: dividends received from non 100% owned assets; • divided by: weighted average number of securities issued. The FCF calculation is included in note 21 of the audited financial statements of Transurban Holdings Limited. For performance awards granted during the year ended 30 June 2013, the FCF per security component will vest based on the Group's compound annual growth in FCF per security over the three year performance period, as set out below: Growth in FCF per security vesting schedule: % compound annual growth in FCF per security 6% Between 6% and 9% 9% or more % of performance awards that vest 50% Straight line vesting between 50% and 100% 100% For performance awards granted during the year ending 30 June 2014, the performance target range for compound growth in FCF per security is between 12 per cent and 15 per cent. 277 ANNUAL REPORT 2013Transurban International Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) Why were these LTI performance measures selected? The TSR target is a relative, external, market-based performance measure against those companies with which the Group competes for capital. It provides a direct link between executive reward and security holder return. Growth in FCF per security reflects the Group’s continuing focus on the maximisation of free cash, and has been used as an LTI performance measure since the year ended 30 June 2012. How will the LTI performance targets be measured? Relative TSR The Group will receive an independent report that sets out the Group's TSR growth and that of each company in the bespoke comparator group. A volume weighted average price of securities for the 20 trading days up to and including the testing date is used in the calculation of TSR. The level of TSR growth achieved by the Group will be given a percentile ranking having regard to the Group’s performance compared to the performance of other companies in the comparator group (the highest ranking company being ranked at the 100th percentile). This ranking will determine the extent to which performance awards subject to this target will vest. FCF per security The Group's FCF per security percentage growth rate will be calculated based on the FCF per security over the three year performance period. The Board considers these methods of measurement to be rigorous and transparent. What if a Senior Executive ceases employment? Under the terms of the service agreements for the CEO and other Senior Executives, if the CEO or other Senior Executive ceases employment with the Group before the performance measures are tested, their unvested performance awards would generally lapse, unless otherwise determined by the Board. What will happen in the event of a change in control? In the event of a takeover or change of control of the Group, the treatment of any unvested performance awards granted in the year ended 30 June 2013 will be subject to the incumbent Board's discretion. What was the grant, and movement in the number and value, of performance awards during the year ended 30 June 2013? Eligible Senior Executives (excluding the CEO) received performance awards with a grant date of 15 August 2012. Following the receipt of security holder approval at the 2012 Annual General Meeting, the CEO received performance awards with a grant date of 19 October 2012. All performance awards granted in the year ended 30 June 2013 vest subject to a performance period from 1 July 2012 through to 30 June 2015. The relevant values of the grants are as follows: 278 TRANSURBANTransurban International Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) Recipient Grant date Fair value of awards at grant 1 ($) date Closing security price at grant date Eligible Senior Executives 15 August 2012 Relative TSR $2.72 FCF per security $4.99 CEO 19 October 2012 $2.95 $5.43 $5.75 $6.16 1 An explanation of the pricing model used to calculate these values is set out in note 34 to the audited financial statements of Transurban Holdings Limited. Performance awards granted in FY2013 Name Number of performance awards 3 granted Value at grant date ($) Maximum total value of grant yet to 4 ($) vest Current Senior Executives* S Charlton1, 2 A Head S Hogg Transitioning Senior Executive M Kulper Former Senior Executives K Daley5 Mildwater5 E 448,400 112,754 125,696 1,848,114 427,605 476,684 1,848,114 427,605 476,684 178,830 678,189 678,189 137,167 112,754 520,188 427,605 - - * Jennifer Aument, Wesley Ballantine, Sue Johnson, Tim Steinhilber, Lisa Tobin and Vin Vassallo were not eligible for an LTI grant (including any pro rata grant) in respect of FY2013. 1 The grant made to the CEO constituted his LTI entitlement for FY2013 and was made following security holder approval at the 2012 AGM on the terms summarised above. Performance awards vest subject to performance over the period from 1 July 2012 through to 30 June 2015. 2 In September 2012, Scott Charlton received a one-off sign-on grant of 236,256 performance awards to vest, subject to his continued employment, in three equal tranches (of 78,752 each) on the first, second and third anniversaries of his commencement with the Group. The first tranche (78,752 awards) vested on 16 July 2013. The maximum total value of the grant yet to vest is $899,348 (based on the fair value per award at grant date). 3 The grants made to Senior Executives assume full vesting of their full LTI entitlement summarised above. Performance awards vest subject to performance testing over the period from 1 July 2012 through to 30 June 2015. 4 The maximum value of the grant has been estimated based on the fair value per award at date of grant. The minimum total value of the grant, if the applicable performance measures are not met, is nil. 5 Performance awards lapse where the performance and service measures are not satisfied on testing. On departure from the Group, Ken Daley and Elizabeth Mildwater forfeited their awards. The value of the forfeited awards was $520,188 for Ken Daley and $427,605 for Elizabeth Mildwater. No other Senior Executives forfeited performance awards during the year. for FY2013 and were made on the terms 279 ANNUAL REPORT 2013Transurban International Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) x F x LEGACY LTI PLANS The Group has a number of LTI plans that were offered in previous years, as detailed below: Plan Grant date Performance period FY2012 PAP 26 Sep 2011 11 Nov 2011 (CEO only) 1 Jul 2011 - 30 Jun 2014 FY2011 PAP 1 Nov 2010 FY2010 PAP 11 Dec 2009 TSR : 1 Nov 2010 - 1 Nov 2013 EBITDA : 1 Jul 2010 - 30 Jun 2013 1 Jul 2009 - 30 Jun 2012 External performance measure (50% of grant) Comparator group Relative TSR Relative TSR Relative TSR 33 companies within a bespoke comparator group within the ASX150 The S&P/ASX 100 Vesting schedule Above 50th percentile to 75th percentile Straight line vesting between 50%-100% Relative TSR % of performance awards that vest At or above the 75th percentile 100% vests Internal performance measure (50% of grant) Growth in free cash flow (FCF) per security Group's annual growth in proportional EBITDA Group's annual growth in proportional EBITDA From 7% - 10% From 7% - 11% From 6% - 9% Compound growth % of performance awards that vest At target 50% vests Vesting schedule From target % to stretch % Straight line vesting between 50% - 100% At or above stretch % 100% vests Current status Awards on issue To be tested after 30 Jun 2014 To be tested after 1 Nov 2013 TESTED 100% vested on 11 Dec 2012 1,135,896 1,607,159 - 280 TRANSURBANTransurban International Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) Value of performance awards vested and lapsed in the year ended 30 June 2013 The FY2010 PAP vested on 11 December 2012. 100 per cent of awards subject to the TSR performance measure vested based on the Group’s ranking against the constituents of the S&P/ASX 100. 100 per cent of awards subject to the proportional EBITDA measure vested based on performance against target. There were no awards that lapsed. Name Current Senior Executives J Aument2 W Ballantine2 A Head S Hogg S Johnson2 T Steinhilber2 Transitioning Senior Executive M Kulper Former Senior Executives C Lynch3 K Daley E Mildwater FY2010 PAP - Vested Number 17,768 20,030 59,347 47,478 23,145 25,022 161,956 617,211 111,276 66,766 Value ($) 1 73,737 83,125 246,290 197,034 96,052 103,841 672,117 2,561,426 461,795 277,079 1 Based on the fair value at date of grant. 2 Awards granted prior to the Senior Executive becoming a member of KMP. Awards vested while the Senior Executive was a member of KMP except for Jennifer Aument who became a member of KMP after vesting. 3 Refer to section 1B for further details of Chris Lynch's contractual entitlements on resignation. 281 ANNUAL REPORT 2013Transurban International Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) Number of performance awards on issue as at 30 June 2013 The number of performance awards held by members of KMP as at 30 June 2013 is provided below. Comparative data is shown for those Senior Executives who were members of KMP during both the years ended 30 June 2013 and 30 June 2012. Current Senior Executives* S Charlton 2013 J Aument 2013 W Ballantine 2013 A Head 2013 2012 S Hogg 2013 2012 S Johnson 2013 T Steinhilber 2013 Transitioning Senior Executive M Kulper 2013 2012 Former Senior Executives C Lynch4 2013 2012 K Daley 2013 2012 E Mildwater 2013 2012 Balance at start of year Granted during year as remuneration Matured and paid during year Lapsed or forfeited during year Balance at the end of year - 684,6561 - 39,3652 44,4712 257,636 196,382 214,633 136,569 52,7712 53,7772 - - (17,768)3 (20,030) 112,754 107,766 (59,347) (44,054) 125,696 101,320 (47,478) (22,027) - - (23,145) (25,022) 491,675 477,811 178,830 159,286 (161,956) (137,736) - - - - (2,458) - (1,229) - - - (7,686) 684,6561 21,597 24,441 311,043 257,636 292,851 214,633 29,626 28,755 508,549 491,675 2,016,918 1,785,615 - 715,024 (617,211) (458,156) - 1,399,707 (25,565) 2,016,918 284,440 223,297 265,055 186,359 137,167 128,294 112,754 107,766 (111,276) (310,331) - (63,602) (3,549) 284,440 (66,766) (27,534) (311,043) - (1,536) 265,055 * Lisa Tobin and Vin Vassallo joined the Group in February 2013 and did not receive a pro rata LTI grant in respect of FY2013. 1 This number includes the 236,256 performance awards granted to Scott Charlton in September 2012 as a sign-on award, to vest, subject to his continued employment, in three equal tranches on the first, second and third anniversaries of his commencement with the Group. The first tranche (78,752) awards vested on 16 July 2013. Therefore as at the date of this report, Scott Charlton has 605,904 performance awards yet to vest of which 157,504 awards relate to his sign-on award. 2 Opening balance held prior to the Senior Executive becoming a member of KMP. 3 Awards matured and paid during the year occurred prior to the Senior Executive becoming a member of KMP. 4 Refer to section 1B for further details of Chris Lynch's contractual entitlements on resignation. 282 TRANSURBANTransurban International Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) x G x REMUNERATION PAID TO THE CEO AND OTHER SENIOR EXECUTIVES Short-term employee benefits Cash salary and fees Cash STI 2 Non- monetary 3 benefits Deferred STI 4 Post- employment benefits Termination benefits Long term benefits Share based benefits5 Total Super -annuation Long service leave 1 1 1 - - 2,030 1,903 2,366 2,260 3,398 - 3,823 - 81,150 - 22,379 - 230,757 - 284,935 251,598 656,561 555,892 241,395 297,686 589,279 571,722 112,325 - 269,441 - Current CEO S Charlton (from 16 July 2012) 738,300 1,789,850 2013 2012 - - Current Other Senior Executives 1 J Aument (from 10 June 2013) 27,260 10,775 2013 2012 - - W Ballantine (from 22 November 2012) 2013 2012 A Head 2013 2012 S Hogg 2013 2012 S Johnson (from 8 October 2012) 280,971 2013 2012 - T Steinhilber (from 10 December 2012) 259,550 2013 - 2012 L Tobin (from 4 February 2013) - 185,869 2013 2012 - - 1 V Vassallo (from 4 February 2013) - 2013 - 2012 Transitioning Senior Executive M Kulper 2013 2012 Former CEO C Lynch (resigned effective 16 July 2012) 2013 2012 Former Other Senior Executives K Daley (resigned effective 2 February 2013) 2013 2012 E Mildwater (resigned effective 31 March 2013) 2013 2012 T Honan (resigned effective 2 May 2012) 2013 2012 178,652 2,153,375 1,764,963 1,067,296 955,653 - 1,149,822 - 354,612 - 263,390 362,264 492,765 816,330 704,498 485,161 569,468 176,134 - - 475,000 53,262 118,030 52,658 - 15,482 - 555 46,299 1,525 2,028 - 3,951 144,951 710 - 710 - 1 246,100 - 15,098 - 5,204 - 44,498 - 77,012 42,527 76,648 35,943 60,277 - 53,001 - 15,000 - 15,000 - 916 - 9,836 - 16,470 22,760 16,470 15,775 12,043 - 6,388 - 6,863 - 6,863 - 120,168 70,395 10,997 9,458 504,275 252,138 5,490 15,775 (50,659) 50,659 (37,627) 37,627 - - 13,725 45,813 13,725 15,775 - 26,775 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 15,368 - 12,696 15,258 13,674 11,492 23,829 - - - - - - - 1,302,848 - 4,114,575 - 3,534 - 47,689 - 26,851 - 411,858 - 441,434 347,920 1,380,652 1,300,133 407,426 280,575 1,457,744 1,153,178 38,665 - 58,491 - - - - - 531,933 - 699,529 - 208,442 - 198,707 - 28,977 16,165 1,441,431 1,033,606 3,046,615 2,578,042 (62,121) 6,103,6656 3,086,801 40,812 6,875,467 7,360,163 8,346 21,983 (341,435) 594,613 499,569 1,890,208 (15,434) 10,015 (274,631) 350,916 172,719 1,249,219 - - - (824,365) - 831,183 283 ANNUAL REPORT 2013Transurban International Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) 1 The dates on which the Senior Executive who were promoted or appointed during FY2013 are that dates that those Senior Executives commenced being a KMP. Their remuneration for the period during which they were members of KMP is disclosed in the table only. 2 The amount represents the cash STI payment to the Senior Executive for FY2013, which will be paid in August 2013. Tim Steinhilber also received a payment of $161,725 in relation to the successful delivery of the 495 Express Lanes (paid in February 2013). 3 Non-monetary benefits include Group insurance and expatriate allowances (where relevant). 4 A component of STI award is deferred into securities. In accordance with Accounting Standards, the deferred component will be recognised over the three year service period. The amount recognised in this table is the FY2013 accounting charge for unvested grants. 5 In accordance with the requirements of the Accounting Standards, remuneration includes a proportion of the fair value of equity compensation granted or outstanding during the year (i.e. performance awards under the LTI plan). The fair value of equity instruments is determined as at the grant date and is progressively allocated over the vesting period.The amount included as remuneration may be different to the benefit (if any) that Senior Executives may ultimately realise should the equity instruments vest. The fair value of performance awards at the date of their grant has been independently determined in accordance with AASB 2. The fair value of the performance awards has been valued applying a Monte Carlo simulation to model Transurbanʼs security price and where applicable, the TSR performance against the comparator group performance. The assumptions underpinning these valuations are set out in note 34 to the audited financial statements of Transurban Holdings Limited. 6 The value for share based benefits for Chris Lynch includes all unvested LTI awards. In accordance with Accounting Standard AASB 2, these have been accounted as an acceleration of vesting. The amount that would have been recognised for services received from Chris Lynch as CEO of the Group over the remainder of the vesting period has been included in the table above. These awards will continue on foot in accordance with the original terms, with the applicable measures for each grant to be tested at the end of the applicable original performance period. These LTI awards may or may not vest. Also included is a cash payment of $1,060,000 which was made to Chris Lynch in lieu of an LTI earned but not received for a six month period during his tenure in line with his contractual entitlement to receive an LTI award for every day employed by the Group. This payment was made in cash in August 2012. x H SERVICE AGREEMENTS The remuneration and other terms of employment for the CEO and other Senior Executives are formalised in service agreements which have no specified term. Under these agreements, the CEO and other Senior Executives are eligible to participate in STI and LTI plans. Some other key aspects of the agreements in place for the year ended 30 June 2013 are outlined below: CEO Other Senior Executives Period of notice to terminate (Executive) 6 months 3 months Period of notice to terminate (the Group*) 12 months 6 months * Payment in lieu of the notice period may be provided (based on the executive's fixed remuneration). The Group may also terminate at any time without notice for serious misconduct. I ADDITIONAL REMUNERATION INFORMATION Employee Security Plans The Group has three broad employee based security plans. ShareLink Incentive Plan Under the ShareLink Incentive Plan, subject to Board approval, an allocation of Transurban securities or cash payments may be made to eligible employees (excluding the CEO and other Senior Executives) in recognition of the Group’s prior year performance. Eligible employees received a grant of 100 securities at no cost to them on 27 February 2013. Due to legal restrictions on the issue of securities to USA residents, eligible employees in the USA received a cash payment of equivalent value in lieu of securities. Given that the plan is designed to reward employees for the Group's prior year performance and is not intended to serve as a future incentive, there are no performance measures attached to grants of securities or cash payments under the plan. Securities granted under the plan carry a three year holding lock from the grant date and can only be traded once the holding lock expires or when employment with the Group ceases, which ever is earlier. 284 TRANSURBANTransurban International Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) ShareLink Investment Tax Exempt Plan and ShareLink Investment Tax Deferred Plan The ShareLink Investment Tax Exempt Plan provides eligible employees (excluding the CEO and other Senior Executives) the opportunity to invest up to $1,000 per year in Transurban securities on a tax exempt basis. Participants contribute up to $500 by way of salary sacrifice which is matched by the Group dollar for dollar. Security acquisitions are made quarterly in September, December, March and June each year. The ShareLink Investment Tax Deferred Plan provides eligible employees (excluding the CEO and other Senior Executives) with the opportunity to contribute up to $5,000 per year by way of salary sacrifice to be invested in Transurban securities. The Group matches participants’ contributions dollar for dollar up to $3,000. The plan has a disposal restriction period of three years from the date of acquisition, including a 12 month forfeiture period. Grants under both of these plans are designed to encourage employee security holdings and to align the interests of employees with those of the Group and are therefore not subject to performance measures. Dealing in Securities In accordance with the Group’s Dealing in Securities Policy, employees who have awards under a Group equity plan may not hedge against those awards. In addition, KMP may not hedge against entitlements that have vested but remain subject to a holding lock. Employees and Directors are not permitted to obtain margin loans using Transurban securities (either solely or as part of a portfolio) as security for loans. 285 ANNUAL REPORT 2013Transurban International Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) Securities held by Senior Executives as at 30 June 2013 The number of securities held by members of KMP as at 30 June 2013 is provided below. Comparative data is shown for those Senior Executives who were members of KMP during both the years ended 30 June 2013 and 30 June 2012. Balance at start of year Changes during year Balance at end of year Current Senior Executives S Charlton 2013 J Aument 2013 W Ballantine 2013 A Head 2013 2012 S Hogg 2013 2012 S Johnson 2013 T Steinhilber 2013 L Tobin 2013 V Vassallo 2013 Transitioning Senior Executive M Kulper 2013 2012 Former Senior Executives C Lynch 2013 2012 K Daley 2013 2012 E Mildwater 2013 2012 - - 2,8891 3,041 21,112 1,553 15,616 19,1291 - - 10,0181 80,000 103,944 713,563 255,401 384,678 384,678 56,066 27,098 10,000 - 1,099 - (18,071) 10,000 (14,063) 10,467 - - 10,000 - 3,988 3,041 3,041 11,553 1,553 29,596 - - 520 10,538 - (23,944) (713,563)2 458,162 (384,678)2 - (56,066)2 28,968 80,000 80,000 - 713,563 - 384,678 - 56,066 1 Opening balance held prior to the Senior Executive becoming a member of KMP. 2 Balance removed on departure from the Group during FY2013. 286 TRANSURBANTransurban International Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) Securities held by Non-executive Directors as at 30 June 2013 Current Non-executive Directors L Maxsted Balance at start of year Changes during year Balance at end of year 2013 2012 N Chatfield 2013 2012 R Edgar 2013 2012 S Mostyn 2013 2012 C O'Reilly 2013 2012 R Slater 2013 2012 I Smith 2013 2012 Former Non-executive Directors G Cosgriff 2013 2012 J Davis 2013 2012 R Officer 2013 2012 30,000 30,000 30,910 20,910 23,733 18,627 10,300 - - - - - 70,000 - - 152,236 - 384,678 20,115 19,089 - - - 10,000 857 5,106 3,700 10,300 4,363 - - - 1,772 70,000 - (152,236)1 - (384,678)1 (20,115)1 1,026 30,000 30,000 30,910 30,910 24,590 23,733 14,000 10,300 4,363 - - - 71,772 70,000 - - - - - 20,115 1 Balance removed on resignation as a Director during the relevant year. 287 ANNUAL REPORT 2013Transurban International Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) x 5 LINK BETWEEN GROUP PERFORMANCE, SECURITY HOLDER WEALTH AND REMUNERATION The variable (or 'at risk') remuneration of the CEO and other Senior Executives is linked to the Group’s performance through the use of measures based on the operating performance of the business. GROUP PERFORMANCE AND STI For the year ended 30 June 2013, 20 per cent of the STI award was determined with reference to proportional EBITDA, 20 per cent with reference to proportional net costs, and 10 per cent with reference to safety, as discussed on page 272 . Proportional EBITDA The proportional EBITDA result for the year ended 30 June 2013 was $828.0 million. Excluding the effect of Capital Beltway Express and the CEO transition cost, this resulted in the payment of 50 per cent of STIs attributable to proportional EBITDA. The proportional EBITDA result was driven by the Group's continued focus on cost control and the performance of the asset portfolio. This result was delivered despite significant disruption caused by construction on Sydney’s Hills M2 Motorway. Proportional net costs The proportional net costs result for the year ended 30 June 2013 was $163.4 million, a 2.2 per cent increase from the prior year result. Excluding the effect of Capital Beltway Express, proportional net costs decreased by 4.3 per cent from the prior year which resulted in the payment of 150 per cent of STIs attributable to proportional net costs. Safety For the year ended 30 June 2013, the safety performance measure resulted in a 100 per cent STI outcome. The safety target included several components as outlined on page 272. In Australia the lead and lag safety targets were achieved and over 75 per cent of the action items listed in the safety development action plans were completed and there was a reduction in the Recordable Injury Frequency Rate. In the USA the lead and lag safety targets were also achieved. All items in their safety management system plan were completed and there were no Recordable Case Incidences for employees and construction contractors. These results reflected substantial work focused on safety in the year ended 30 June 2013. GROUP PERFORMANCE AND LTI For the year ended 30 June 2013, LTIs were linked to relative TSR and FCF per security. Relative TSR Relative TSR for the year ended 30 June 2013 is measured against a bespoke comparator group comprising companies in the transport, utilities, real estate, construction and infrastructure Global Industry Classification Standards (GICS) sectors of the ASX150. FCF per security The performance target for performance awards granted during the year ended 30 June 2013 was a range for compound growth in FCF per security of between 6 per cent and 9 per cent over three years. It was considered an appropriate target that reflects the Group’s focus on the maximisation of free cash to drive security holder return. For performance awards granted during the year ending 30 June 2014, the performance target range for compound growth in FCF per security is between 12 per cent and 15 per cent. A x B x 288 TRANSURBANTransurban International Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) The table below summarises the Group’s five year results for the relevant performance measures. These results show that since the year ended 30 June 2009, Transurban’s distribution policy has been to align distributions with FCF per security. Since that time, Transurban has delivered consistent growth on this measure based on consistent revenue and EBITDA growth. Based on investor feedback, this remains Transurban’s financial focus. Group 1 Performance Measure Security price at year end 2013 $6.76 2012 $5.69 2011 $5.23 2010 $4.24 2009 $4.18 Distribution paid per security 31.0c 29.5c 27.0c 24.0c 22.0c Underlying proportional EBITDA - $m1 TSR performance2 828.0 25% 784.0 15% 718.7 635.4 583.3 32% 10% 2% FCF per security performance - weighted average 30.1c 29.8c 27.5c 27.4c 22.2c 1 In the current and prior year, LTIs were linked to relative TSR and FCF per security. In earlier years, LTIs were linked to relative TSR and proportional EBITDA. 2 The TSR performance is the total security holder return for that financial year. x 6 x A x x B x NON-EXECUTIVE DIRECTOR REMUNERATION REMUNERATION POLICY The diagram below sets out the key objectives of the Group’s Non-executive Director remuneration policy and how they are implemented through the Group’s remuneration framework: Securing and retaining talented, qualified Directors Preserving independence and impartiality Aligning Director and security holder interests Director fee levels are set with regards to: the responsibilities and risks attached to the role, the time commitment expected and the workload, experience and expertise, and market benchmark data provided by remuneration consultants. Director remuneration consists of base (Director) fees and Committee fees. No element of Director remuneration is 'at risk' (i.e. fees are not based on the performance of the Group or individual Directors from year to year). Directors are encouraged to hold Transurban securities. REMUNERATION ARRANGEMENTS Maximum aggregate remuneration The amount of aggregate remuneration that may be paid to Non-executive Directors in any year is capped at a level approved by security holders. The current aggregate fee pool of $2,400,000 per year (inclusive of superannuation contributions) was approved by security holders at the 2010 Annual General Meeting. No change to this amount is proposed for the year ending 30 June 2014. 289 ANNUAL REPORT 2013Transurban International Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) The aggregate fee pool and the manner in which it is apportioned amongst Non-executive Directors is reviewed annually. The Remuneration and Human Resources Committee undertakes this review and makes recommendations to the Board. the Committee considers market benchmark data from independent remuneration consultants. In conducting the review, Non-executive Director fees for the year ended 30 June 2013 A review of Non-executive Director fees was undertaken during the year ended 30 June 2013, and it was decided that there would be no change to fees other than an increase in the annual fee for the Chair of the Remuneration and Human Resources Committee by $5,000 to $30,000. Base (Director) fees have not increased since 2010. Current base fees and Committee fees per year are set out below: Board Audit and Risk Committee Nomination Committee Remuneration and Human Resources Committee Chair fee $ 455,000 Member fee $ 170,000 40,000 10,000 30,000 20,000 10,000 20,000 The Chair of the Board does not receive any additional fees for Committee responsibilities. The Chair of each Committee only receives the Chair fee (and not a member fee). Non-executive Directors are permitted to be paid additional fees for special duties or exertions. No such fees were paid during the year ended 30 June 2013. Non-executive Directors are also entitled to be reimbursed for all business related expenses, including travel, as may be incurred in the discharge of their duties. Retirement benefits No current Non-executive Directors are entitled to any retirement benefits. In September 2005, the Board resolved to discontinue retirement benefits for Non-executive Directors from 30 September 2005. The value of benefits accrued up to that date attracted interest at the statutory fringe benefits rate. ShareLink Investment Tax Deferred Plan Under the ShareLink Investment Tax Deferred Plan, Non-executive Directors are able to sacrifice up to 50 per cent of their pre tax fees to acquire up to $5,000 of Transurban securities each year. No securities were issued to Non-executive Directors under the plan during the year ended 30 June 2013. 290 TRANSURBANTransurban International Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) x C x REMUNERATION PAID TO NON-EXECUTIVE DIRECTORS Non-executive Director remuneration for the years ended 30 June 2013 and 30 June 2012 is set out below: Short-term benefits Post-employment benefits Total Fees 1 Superannuation Retirement 2,3 benefits 223,625 207,631 438,716 439,411 211,119 207,114 Current Non-executive Directors L Maxsted 2013 2012 N Chatfield 2013 2012 R Edgar 2013 2012 S Mostyn 183,608 2013 176,047 2012 C O'Reilly (appointed 12 April 2012) 181,229 2013 2012 34,225 R Slater 194,070 2013 173,720 2012 I Smith (appointed 1 January 2012) 155,967 2013 2012 77,983 Former Non-executive Directors G Cosgriff (resigned 6 December 2011) - 2013 2012 81,778 J Davis (resigned 6 December 2011) - 2013 69,903 2012 R Officer (resigned 7 August 2012) 18,832 2013 2012 176,047 J Eve (resigned 5 January 2012) - 2013 48,256 2012 J Keyes (resigned 5 January 2012) 2013 2012 Total 2013 2012 1,607,166 1,717,908 - 25,793 16,470 15,775 16,470 15,775 16,470 15,775 16,470 15,398 16,247 3,080 - - 14,037 7,018 - 7,044 - 25,648 1,695 15,398 - - - - - - - - - - - - - - - - - - 251,028 - 418,186 - - - - - - 455,186 455,186 240,095 223,406 227,589 222,889 200,078 191,445 197,476 37,305 194,070 173,720 170,004 85,001 - 339,850 - 513,737 20,527 191,445 - 48,256 - 25,793 97,859 120,911 - 669,214 1,705,025 2,508,0333 1 Superannuation contributions made on behalf of Non-executive Directors to satisfy the Groupʼs obligations under applicable superannuation guarantee legislation. 2 Amounts represent accrued contractual retirement benefits paid in the year ended 30 June 2012 to two former Non-executive Directors (Geoff Cosgriff and Jeremy Davis) upon their retirement from the Board on 6 December 2011. No current Non-executive Directors are entitled to any retirement benefits. 3 Retirement benefits are excluded from the amount of aggregate remuneration that may be paid to Non-executive Directors in any year. 291 ANNUAL REPORT 2013Transurban International Limited Directors' report 30 June 2013 (continued) Remuneration report (continued) x D x NON-EXECUTIVE DIRECTOR RELATED PARTY INFORMATION Rodney Slater is a partner in the public policy practice group of Patton Boggs. Transurban used Patton Boggs during the year ended 30 June 2013 for various lobbying activities in the USA. This relationship is based on normal commercial terms. US$226,692 was paid to Patton Boggs during the year ended 30 June 2013. Lindsay Maxsted is Chairman and a Non-executive Director of Westpac Banking Corporation. Westpac provides transactional banking and loan facilities to Transurban. This relationship is based on normal commercial terms. Neil Chatfield is Chairman and a Non-executive Director of Seek Limited. Seek provides employment advisory services to Transurban. This relationship is based on normal commercial terms. Neil Chatfield is also Chairman of, and Samantha Mostyn is a Non-executive Director of, Virgin Australia Holdings Limited. Transurban uses air travel services provided by Virgin Australia. This relationship is based on normal commercial terms. 292 TRANSURBANTransurban International Limited Directors' report 30 June 2013 (continued) Non-audit services The Group has an "External Auditor Independence" policy which is intended to support the independence of the external auditor by regulating the provision of services by the external auditor. The external auditor will not be engaged to perform any service that may impair or be perceived to impair the external auditor's judgement or independence. The external auditor will only provide a permissible non-audit service where there is a compelling reason for it to do so, and the aim is for the external auditor not to provide non-audit services at all. All non-audit services must be pre-approved by the Chief Financial Officer (services less than $5,000) or the Chair of the Audit and Risk Committee (in all other cases). The Board has considered the position and, in accordance with advice received from the Audit and Risk Committee, is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons: • • the Audit and Risk Committee reviews the non-audit services to ensure they do not impartiality and objectivity of the auditor; and none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants , including reviewing or auditing the auditor’s own work, acting in a management or a decision making capacity for the Group, acting as advocate for the Group or jointly sharing economic risk and rewards. impact the During the year the following fees were paid or payable for audit and non-audit services provided by the auditor of TIL, its related practices and non-related audit firms: 2013 $ 2012 $ Amounts received or due and receivable by PricewaterhouseCoopers Audit and review of financial reports Total remuneration for PricewaterhouseCoopers 52,000 52,000 52,000 52,000 Indemnification and insurance Each officer (including each Director) of the Group is indemnified, to the maximum extent permitted by law, against any liabilities incurred as an officer of the Group pursuant to agreements with the Group. Each officer is also indemnified against incurred in relation to relevant reasonable costs (whether proceedings in which the officer is involved because the officer is or was an officer. legal or otherwise) The Group has arranged to pay a premium for a Directors and officers liability insurance policy to indemnify directors and officers in accordance with the terms and conditions of the policy. This policy is subject to a confidentiality clause which prohibits disclosure of the nature of the liability covered, the name of the insurer, the limit of liability and the premium paid for this policy. Auditor's independence declaration A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 295. Rounding of amounts The Group is of a kind referred to in Class Order 98/100, issued by the Australian Securities and Investments Commission, relating to the 'rounding off' of amounts in the Directors' report. Amounts in the Directors' report have been rounded off in accordance with that Class Order to the nearest dollars, or in certain cases, to the nearest dollar. 293 ANNUAL REPORT 2013Transurban International Limited Directors' report 30 June 2013 (continued) Auditor PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001. This report is made in accordance with a resolution of Directors. Lindsay Maxsted Director Scott Charlton Director Melbourne 1 August 2013 294 TRANSURBAN295 ANNUAL REPORT 2013Transurban International Limited ABN 90 121 746 825 Annual report - 30 June 2013 Contents Financial statements Page Consolidated income statement 297 Consolidated statement of comprehensive income 298 Consolidated balance sheet 299 Consolidated statement of changes in equity 300 Consolidated statement of cash flows 301 Notes to the consolidated financial statements 302 350 351 Directors' declaration Independent auditor's report to the members This financial report covers the consolidated financial statements of Transurban International Limited and its subsidiaries. The financial report currency. the consolidated entity consisting of is presented in the Australian Transurban International Limited is incorporated and domiciled in Australia. Its registered office is: Level 3 505 Little Collins Street Melbourne VIC 3000 The financial statements were authorised for issue by the Directors on 1 August 2013 . The Directors have the power to amend and reissue the financial statements. Through the use of the internet, we have ensured that our corporate reporting is timely and complete and available globally. All releases to the ASX and the media, financial reports and other information are available on our website: www.transurban.com 296 TRANSURBANRevenue Management and business development revenue Construction revenue Administration costs Road operating costs Business development costs Construction costs Profit before depreciation and amortisation, net finance costs, equity accounted investments and income tax Depreciation and amortisation expense blank Finance costs Finance costs Share of net losses of equity accounted investments Loss before income tax Income tax expense Loss for the year Loss is attributable to: Members of Transurban International Limited Transurban International Limited Consolidated income statement For the year ended 30 June 2013 Notes 2013 $'000 2012 $'000 3 3 4 5 9 6 40,899 31,184 72,083 (9,030) (9,896) (19,463) (21,774) (60,163) 11,920 (379) (26,114) (26,114) 19,883 20,723 40,606 (9,477) - (15,778) (14,687) (39,942) 664 (592) (14,211) (14,211) (28,187) (213,338) (42,760) (227,477) (4,438) (47,198) (49) (227,526) (47,198) (47,198) (227,526) (227,526) Cents Cents Company: Loss per share for loss attributable to the ordinary equity holders of the Basic earnings per share Diluted earnings per share 27 27 (3.2) (3.2) (15.7) (15.7) The above consolidated income statement should be read in conjunction with the accompanying notes. 297 ANNUAL REPORT 2013Transurban International Limited Consolidated statement of comprehensive income For the year ended 30 June 2013 Loss for the year Other comprehensive income Items that may be reclassified to profit or loss Changes in the fair value of cash flow hedges, net of tax Exchange differences on translation of US operations, net of tax Blank Other comprehensive income for the year, net of tax Total comprehensive income for the year Total comprehensive profit for the year is attributable to: Members of Transurban International Limited 2013 $'000 2012 $'000 (47,198) (227,526) 27,382 (25,951) 1,431 (39,996) 12,113 (27,883) (45,767) (255,409) (45,767) (45,767) (255,409) (255,409) The above accompanying notes. consolidated statement of comprehensive income should be read in conjunction with the 298 TRANSURBANASSETS Current assets Cash and cash equivalents Trade and other receivables Current tax receivables Total current assets Non-current assets Equity accounted investments Property, plant and equipment Deferred tax assets Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables Provisions Other liabilities Total current liabilities Total liabilities Net liabilities EQUITY Contributed equity Reserves Accumulated losses Total equity Transurban International Limited Consolidated balance sheet As at 30 June 2013 Notes 2013 $'000 2012 $'000 7 8 9 10 11 12 13 14 15 16 16 4,843 19,272 492 24,607 228,627 1,831 8,898 239,356 263,963 521,119 6,557 6,038 533,714 9,186 9,889 462 19,537 - 2,009 12,551 14,560 34,097 251,349 4,767 12,678 268,794 533,714 268,794 (269,751) (234,697) 216,011 (71,513) (414,249) (269,751) 205,065 (72,711) (367,051) (234,697) The above consolidated balance sheet should be read in conjunction with the accompanying notes. 299 ANNUAL REPORT 2013Transurban International Limited Consolidated statement of changes in equity For the year ended 30 June 2013 Attributable to members of Transurban International Limited Contributed equity $'000 Reserves $'000 Accumulated losses $'000 Total equity $'000 Notes Balance at 1 July 2011 201,661 (44,289) (139,547) 17,825 Comprehensive income Loss for the year Other comprehensive income Total comprehensive loss Transactions with owners in their capacity as owners: Distribution reinvestment plan Treasury securities Changes in value of share-based payment reserve - - - - (27,883) (27,883) (227,526) - (227,526) (227,526) (27,883) (255,409) 15 15 16 3,040 207 157 3,404 - - (539) (539) - - 22 22 3,040 207 (360) 2,887 Balance at 30 June 2012 205,065 (72,711) (367,051) (234,697) Balance at 1 July 2012 205,065 (72,711) (367,051) (234,697) Comprehensive income Loss for the year Other comprehensive income Total comprehensive income (loss) Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs Distribution reinvestment plan Changes in fair value of share-based payment reserve Deferred Short Term Incentives securities issued 15 15 16 15 - - - - 1,431 1,431 (47,198) - (47,198) (47,198) 1,431 (45,767) 8,000 2,601 151 194 10,946 - - (233) - (233) - - - - - 8,000 2,601 (82) 194 10,713 Balance at 30 June 2013 216,011 (71,513) (414,249) (269,751) consolidated statement of changes in equity should be read in conjunction with the accompanying The above notes. 300 TRANSURBANCash flows from operating activities Receipts from customers (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Interest paid Tax refunds (income taxes paid) Net cash from operating activities (outflow) inflow Cash flows from investing activities Payments for property, plant and equipment Payment for investments in equity accounted investments Net cash (outflow) from investing activities Cash flows from financing activities Loans from related parties Repayment of loans to related parties Proceeds from issue of shares Net cash inflow from financing activities Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at end of year Transurban International Limited Consolidated statement of cash flows For the year ended 30 June 2013 Notes 2013 $'000 2012 $'000 58,072 (61,197) (1,487) 15 (4,597) (40) (207,844) (207,884) 216,535 (16,358) 8,000 208,177 (4,304) 9,186 (39) 4,843 33,621 (29,031) (901) (460) 3,229 (1,568) (18,221) (19,789) 32,630 (13,900) - 18,730 2,170 6,574 442 9,186 26 15 7 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes. 301 ANNUAL REPORT 2013Transurban International Limited Notes to the consolidated financial statements 30 June 2013 Contents of the notes to the consolidated financial statements Summary of significant accounting policies Segment information Revenue Expenses Net finance costs Income tax expense Current assets - Cash and cash equivalents Current assets - Trade and other receivables Equity accounted investments Non-current assets - Property, plant and equipment Deferred tax assets and liabilities Current liabilities - Trade and other payables Provisions Current liabilities - Other current liabilities Contributed equity Reserves and accumulated losses Dividends Remuneration of auditors Contingencies Intra-group Guarantees Commitments Related party transactions Subsidiaries Parent entity financial information Events occurring after the reporting period Reconciliation of profit after income tax to net cash inflow from operating activities Loss per share Share-based payments Key management personnel disclosures Critical accounting estimates and judgements Financial risk management Page 303 315 320 320 320 321 321 322 322 324 325 325 326 326 327 328 330 330 330 332 332 333 334 335 335 336 336 338 341 346 347 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 302 TRANSURBANTransurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. (a) Basis of preparation This general purpose financial statements has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations and the Corporations Act 2001. The Group's current liabilities exceed its current assets by $270 million at 30 June 2013. The financial report has been prepared on a going concern basis, which contemplates the continuity of normal operations. This deficiency reflects a number of specific factors primarily related to an intercompany loan payable to another entity within the Transurban Group. Compliance with IFRS The consolidated financial statements of Transurban International Limited also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board. Early adoption of standards The Group has not elected to adopt any new accounting standards early. Historical cost convention These financial statements have been prepared under the historical cost convention, as modified by the revaluation of other financial assets and liabilities. Rounding of amounts The Group is of a kind referred to in Class Order 98/100, issued by the Australian Securities and Investments Commission, relating to the 'rounding off' of amounts in the financial statements. Amounts in the financial statements have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, to the nearest dollar. (b) Principles of consolidation Subsidiaries Subsidiaries are all those entities over which Group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether Group controls another entity. Subsidiaries are fully consolidated from the date on which control de-consolidated from the date that control ceases. is transferred to Group. They are The acquisition method of accounting is used to account for business combinations by Group (refer to note 1(h)). Associates and joint ventures Associates are all entities over which Group has significant influence but not control. Interests in joint ventures are where the Group jointly controls an entity with another party (refer to note 9). Investments in associates and joint ventures are accounted for using the equity method of accounting, after initially being recognised at cost. 303 ANNUAL REPORT 2013Transurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies (continued) (b) Principles of consolidation (continued) Associates and joint ventures (continued) The Group's share of its associates' and joint ventures' post-acquisition profits or losses is recognised in the income statement, and its share of post-acquisition movements in reserves is recognised in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group's share of losses in an associate or joint venture equals or exceeds its interest in the associate or joint venture, the Group does not recognise further losses. Dividends received from associates and joint ventures reduce the carrying amount of the investment. (c) Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Executive Officer (the chief operating decision maker) and the Executive Committee who report to the Chief Executive Officer (CEO). (d) Foreign currency translation Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated income statement, except when they are deferred in equity as qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a foreign operation. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at translation differences on fair value are reported as part of non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss and translation differences on non-monetary financial assets such as equities classified as available-for-sale financial assets are included in the fair value reserve in equity. the fair value gain or loss. For example, Foreign operations The results and financial position of all Group entities that have a functional currency different presentation currency are translated into the presentation currency as follows: from the • • • assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; income and expenses for each income statement are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and all resulting exchange differences are recognised in other comprehensive income. On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and instruments designated as hedges of such investments, are taken to of borrowings and other financial shareholders' equity. (e) Revenue recognition Revenue is measured at the fair value of the consideration received or receivable. Revenue is recognised for the major business activities as follows: 304 TRANSURBANTransurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies (continued) (e) Revenue recognition (continued) • • • Business development revenue - Business development revenue is recognised when earned, and to the extent of costs incurred and that these costs will be recovered. Interest income - Interest income is recognised using the effective interest rate method. Construction revenue - During the construction phase of service concession infrastructure assets, the Group records an intangible asset representing the right to charge users of the infrastructure and recognises revenue from the construction of the infrastructure. Revenue and expenses associated with construction contracts are recognised in accordance with the percentage of completion method. (f) Income tax The income tax expense or benefit for the period is the tax payable or benefit on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Group operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in foreign operations where the Company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Current and deferred tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income, or directly in equity, respectively. Investment allowances Companies within Group may be entitled to claim special tax deductions for investments in qualifying assets (investment allowances). The Group accounts for such allowances as tax credits, which means that the allowance reduces income tax payable and current is recognised for unclaimed tax credits that are carried forward as tax losses. tax expense. A deferred tax asset 305 ANNUAL REPORT 2013Transurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies (continued) (g) Leases Leases in which a significant portion of the risks and rewards of ownership are not transferred to Group as lessee are classified as operating leases (note 21). Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease. Lease incentives are recognised as a reduction of the rental expense over the lease term on a straight-line basis. (h) Business combinations The acquisition method of accounting is used to account for all business combinations, including business combinations involving entities or businesses under common control, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes the fair value of any contingent consideration arrangement and the fair value of any pre-existing equity interest in the subsidiary. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the non-controlling interest's proportionate share of the acquiree's net identifiable assets. the Group recognises any non-controlling interest in the acquiree either at fair value or at The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition date fair value of any previous equity interest in the acquiree over the fair value of the Group's share of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the subsidiary acquired and the measurement of all amounts has been reviewed, the difference is recognised directly in the income statement as a bargain purchase. Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity's incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions. Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair value recognised in the income statement. (i) Impairment of assets At each reporting date, the Group assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the Group makes an estimate of the recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount through the income statement. The decrement in the carrying amount is recognised as an expense in the income statement in the reporting period in which the impairment occurs. Recoverable amount is the greater of fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. 306 TRANSURBANTransurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies (continued) (j) Cash and cash equivalents For the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet. (k) Investments and other financial assets Classification The Group classifies its investments and other financial assets in the following categories: financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments and available-for-sale financial assets. The classification depends on the purpose for which the investments were acquired. The classification of the Group's investments at is re-evaluated at each reporting period. in the case of assets classified as held-to-maturity, initial recognition and, Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. Derivatives are classified as held for trading unless they are designated as hedges. Assets in this category are classified as current assets. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than 12 months after the reporting period which are classified as non-current assets. Loans and receivables are included in trade and other receivables (note 8) in the balance sheet. Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less allowance for impairment. Trade receivables are due for settlement no more than 30 days from revenue recognition. Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off by reducing the carrying amount directly. An impairment allowance account (provision for impairment of trade receivables) is used when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. The amount of the impairment allowance is the difference between the asset’s carrying amount and the present value of estimated future cash flows. The amount of the impairment allowance is recognised in the income statement. Recognition and derecognition Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value and transaction costs are expensed in the income statement. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. When securities classified as available-for-sale are sold, the accumulated fair value adjustments recognised in equity are included in the income statement as gains and losses from investment securities. Subsequent Measurement Loans and receivables and held-to-maturity investments are carried at amortised cost using the effective interest method. 307 ANNUAL REPORT 2013Transurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies (continued) (k) Investments and other financial assets (continued) Financial assets at fair value through profit and loss are subsequently carried at fair value. Gains or losses arising from changes in the fair value of the 'financial assets at fair value through profit or loss' category are presented in the income statement within other income or other expenses in the period in which they arise. Dividend income from financial assets at fair value through profit and loss is recognised in the income statement as part of revenue from continuing operations when the Group's right to receive payments is established. Impairment The Group assesses at each balance date whether there is objective evidence that a financial asset or group of financial assets is impaired. In the case of equity securities classified as available-for-sale, a significant or prolonged decline in the fair value of a security below its cost is considered an indicator that the securities are impaired. If any such evidence exists for available-for-sale, the cumulative loss - measured as the difference fair value, less any impairment loss on that financial asset between the acquisition cost and the current previously recognised in the profit or loss - is reclassified from equity and recognised in the income statement as a reclassification adjustment. Impairment losses recognised in the income statement on equity instruments classified as available-for-sale are not reversed through the income statement. (l) Property, plant and equipment Property, plant and equipment is stated at historical cost less accumulated depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Costs incurred on development projects (including computer software and hardware) are recognised as an asset when it is probable that the project will, after considering its commercial and technical feasibility, be completed and generate future economic benefits and its costs can be reliably measured. The expenditure capitalised comprises all directly attributable costs, including costs of materials, services, direct labour and an appropriate proportion of overheads. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred. Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the income statement. Depreciation Depreciation is calculated on a straight line basis so as to write off the net cost of items of plant and equipment over their expected useful lives. Estimates of remaining useful lives will be made annually for all assets. The expected useful lives are 3 - 15 years. Impairment Fixed assets are assessed for impairment in line with the policy stated in note 1(i). (m) Financial liabilities Trade and other payables These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Concession and promissory notes The Group has non-interest bearing long term debt, represented by Concession and Promissory Notes, payable to the government, measured at the net present value of expected future payments. 308 TRANSURBANTransurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies (continued) (m) Financial liabilities (continued) Trade and other payables Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. (n) Borrowings Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the income statement over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities, are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates. Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, liability that has been cancelled or expired. The difference between the carrying amount of a financial extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in finance income or finance costs. Borrowings are classified as current liabilities unless Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period. (o) Borrowing costs Borrowing costs are recognised as expenses in the period in which they are incurred, except to the extent to which they relate to the construction of qualifying assets in which case specifically identifiable borrowing costs are capitalised into the cost of the asset. Borrowing costs include interest on short-term and long term borrowings. Costs incurred in connection with the arrangement of borrowings are deferred and amortised over the effective period of the funding. (p) Provisions Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Provisions are discounted at the present value of management’s best estimate of the expenditure required to settle the present obligation at the reporting date. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision is due to the discount unwinding over the passage of time and is recognised as a finance cost. 309 ANNUAL REPORT 2013Transurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies (continued) (p) Provisions (continued) Provision for maintenance As part of its obligations under the service concession arrangements, the Group assumes responsibility for the maintenance and repair of installations of the publicly-owned roads it operates. A provision for maintenance has been raised where the Group has a present legal or constructive obligation to maintain and replace components of the underlying physical assets operated by the Group as a result of past events. The Group's obligations under the respective concession deeds arise as a consequence of use of the road during the operating phase. The provision is measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the reporting date. Provisions giving rise to a cash outflow after more than one year are discounted to present value if the impact is material. The increase in the provision due to the discount unwinding over the passage of time is recognised as a finance cost. Provision for distribution Provision is made for the amount of any distribution declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period. (q) Employee benefits Short-term obligations Liabilities for wages and salaries, including non-monetary benefits, annual leave and short-term incentives, and long service leave expected to be settled within 12 months after the end of the period are recognised in respect of employees' services up to the reporting date. They are measured at the amounts expected to be paid when the liabilities are settled. The liability for annual leave and short-term incentives, and long service leave expected to be settled within 12 months of the reporting date is recognised in the provision for employee benefits. All other short-term employee benefit obligations are presented in payables. An expense for non-accumulating sick leave is recognised when the leave is taken and measured at the rates paid or payable. Long-term employee benefit obligations The liability for long service leave which is not expected to be settled within 12 months after the end of the period is recognised in the provision for employee benefits. It is measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Superannuation Superannuation is contributed to plans as nominated by the employee. The contribution is not less than the statutory minimum. The superannuation plans are all accumulation funds. The cost of current and deferred employee compensation and contributions to employee superannuation plans were charged to the income statement. Equity-based compensation benefits Superannuation is contributed to plans as nominated by the employee. The contribution is not less than the statutory minimum. The superannuation plans are all accumulation funds. The cost of current and deferred employee compensation and contributions to employee superannuation plans were charged to the income statement. 310 TRANSURBANTransurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies (continued) (q) Employee benefits (continued) Equity-based compensation benefits (continued) Equity-based compensation benefits have been provided to some employees. The fair value of units granted under the plans are recognised as an employee benefit expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the employees become unconditionally entitled to the units. The fair value of units granted under cash settled share-based compensation plans is recognised as an expense over the vesting period with a corresponding increase in liabilities. The fair value of the liability is remeasured at each reporting date with any changes in fair value recognised in the income statement for the period. The fair value at grant date is independently determined using a Black-Scholes option pricing model that takes into account the exercise price, the term, the impact of dilution, the security price at grant date and expected price volatility of the underlying security, the expected dividend yield and the risk free interest rate for the term of the plan. The fair value granted is adjusted to reflect the market vesting conditions, but excludes the impact of any non-market vesting conditions (for example, profitability and growth targets). Non-market vesting conditions are included in assumptions about the number of units that are expected to become exercisable. At each reporting date, the Group revises its estimate of the number of units that are expected to become exercisable. The employee benefit expense recognised each reporting period takes into account the most recent estimate. The impact of the revision to original estimates, if any, is recognised in the income statement with a corresponding adjustment to equity. Termination benefits Termination benefits are payable when employment is terminated before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal or providing termination benefits as a result of an offer made to encourage voluntary redundancy. (r) Contributed equity Stapled securities are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a reduction, net of tax, from the proceeds. If the Group reacquires its own securities, those securities are deducted from equity. No gain or loss is recognised in the profit or loss and the consideration paid including any directly attributable incremental costs (net of income taxes) is recognised directly in equity. If the Group reacquires its own equity shares, those shares are deducted from equity. No gain or loss is recognised in the profit or loss and the consideration paid including any directly attributable incremental costs (net of income taxes) is recognised directly in equity. (s) Parent entity financial information The financial information for the parent entity, Transurban International Limited, disclosed in note 24 has been prepared on the same basis as the consolidated financial statements, except as set out below. 311 ANNUAL REPORT 2013Transurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies (continued) (s) Parent entity financial information (continued) Investments in subsidiaries and associates Investments in subsidiaries and associates are accounted for at cost in the financial statements of Transurban International Limited. Dividends received from associates are recognised in the parent entity's profit or loss, rather than being deducted from the carrying amount of these investments. (t) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the consolidated balance sheet. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows. (u) Net asset deficiency As at 30 June 2013 the Group has a net asset deficiency represented by net liabilities of $270 million. This deficiency reflects a number of specific factors primarily related to an intercompany loan payable with another entity within the Transurban Group. (v) New accounting standards and interpretations Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2013 reporting periods. The Group's assessment of the impact of these new standards and interpretations is set out below. (i) AASB 9 Financial Instruments, AASB 2009-11 Amendments to Australian Accounting Standards arising from AASB 9 and AASB 2010-7 Amendments to Australian Accounting Standards arising from AASB 9 (December 2010) (effective from 1 January 2015) AASB 9 Financial Instruments addresses the classification, measurement and derecognition of financial assets and financial liabilities. The standard is not applicable until 1 July 2015 but is available for early adoption. Management are in the process of assessing the impact on financial assets but do not believe this will be significant. There will be no impact on the Group's accounting for financial liabilities, as the new requirements only affect the accounting for financial liabilities that are designated as at fair value through profit or loss and the Group does not have any such liabilities. The Group has not yet decided when to adopt AASB 9. 312 TRANSURBANTransurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies (continued) (v) New accounting standards and interpretations (continued) (ii) AASB 10 Consolidated Financial Statements, AASB 11 Joint Arrangements, AASB 12 Disclosure of Interests in Other Entities, revised AASB 127 Separate Financial Statements and AASB 128 Investments in Associates and Joint Ventures and AASB 2011-7 Amendments to Australian Accounting Standards arising from the Consolidation and Joint Arrangements Standards (effective 1 January 2013) In August 2011, the AASB issued a suite of five new and amended standards which address the accounting for joint arrangements, consolidated financial statements and associated disclosures. AASB 10 replaces all of the guidance on control and consolidation in AASB 127 Consolidated and Separate Financial Statements, and Interpretation 112 Consolidation - Special Purpose Entities. The core principle that a consolidated entity presents a parent and its subsidiaries as if they are a single economic entity remains unchanged, as do the mechanics of consolidation. However the standard introduces a single definition of control that applies to all entities. It focuses on the need to have both power and rights or exposure to variable returns before control is present. Power is the current ability to direct the activities that significantly influence returns. Returns must vary and can be positive, negative or both. Management have assessed the impact of AASB 10 and do not believe it changes our assessment of control over any entities where the Group has an equity interest. AASB 11 introduces a principles based approach to accounting for joint arrangements. The focus is no longer on the legal structure of joint arrangements, but rather on how rights and obligations are shared by the parties to the joint arrangement. AASB 11 also provides guidance for parties that participate in joint arrangements but do not share joint control. This will not impact how the Group currently accounts for joint arrangements. AASB 12 sets out the required disclosures for entities reporting under the two new standards, AASB 10 and AASB 11, and replaces the disclosure requirements currently found in AASB 127 and AASB 128. Application of this standard by the Group will not affect any of the amounts recognised in the financial statements, but will impact the type of information disclosed in relation to the Group's investments. Amendments to AASB 128 provide clarification that an entity continues to apply the equity method and does not remeasure its retained interest as part of ownership changes where a joint venture becomes an associate, and vice versa. The amendments also introduce a 'partial disposal' concept. The Group is still assessing the impact of these amendments. The Group does not expect to adopt the new standards before their operative date. (iii) AASB 13 Fair Value Measurement and AASB 2011-8 Amendments to Australian Accounting Standards arising from AASB 13 (effective 1 January 2013) AASB 13 was released in September 2011. It explains how to measure fair value and aims to enhance fair value disclosures. Current measurement techniques will change as a result of the new guidance. The impact of the new rules on any of the amounts recognised in the financial statements is not expected to be material. Application of the new standard will impact the type of information disclosed in the notes to the consolidated financial statements. The Group intends to adopt the new standard from 1 July 2013. 313 ANNUAL REPORT 2013Transurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 1 Summary of significant accounting policies (continued) (v) New accounting standards and interpretations (continued) (iv) AASB 2011-4 Amendments to Australian Accounting Standards to Remove Individual Key Management Personnel Disclosure Requirements (effective 1 July 2013) In July 2011 the AASB decided to remove the individual key management personnel (KMP) disclosure requirements from AASB 124 Related Party Disclosures, to achieve consistency with the international equivalent standard and remove a duplication of the requirements with the Corporations Act 2001. While this will reduce the disclosures that are currently required in the notes to the financial statements, it will not affect any of the amounts recognised in the financial statements. The amendments apply from 1 July 2013 and cannot be adopted early. The Corporations Act requirements in relation to remuneration reports will remain unchanged for now, but these requirements are currently subject to review and may also be revised in the near future. (v) IAS 36 Amendments to IAS 36 Impairment of Assets (effective 1 January 2014) The IASB has made small changes to some of the disclosures that are required under IAS 36 Impairment of Assets. These may result in additional disclosures if the group recognises an impairment loss or the reversal of an impairment loss during the period. They will not affect any of the amounts recognised in the financial statements. The group intends to apply the amendment from 1 July 2014. 314 TRANSURBANTransurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 2 Segment information Description of segments The Group operates in one business sector only, being the development, operation and maintenance of toll roads. The CEO and Executive Committee therefore consider the business from the perspective of locations. The Group's corporate function is not an operating segment under the requirements of AASB 8 as its revenue generating activities are only incidental to the business. Management have aggregated and disclosed the corporate business units as the contribution to the business is closely monitored. The operating segments have been further broken down by asset to assist with external analysis of the financial statements. Segment information - Proportional Income Statement The CEO and Executive Committee assess the performance of the operating segments based on a measure of proportional EBITDA. EBITDA excludes the impact of interest income and expense which have been presented by segment where applicable. Interest income and expense are allocated across segments where the charges are related specifically to the assets. Otherwise they have been allocated to the Corporate function. The segment information provided to the Executive Committee is presented on a proportional basis. The information for the reportable segments for the year ended 30 June 2013 and 30 June 2012 is as follows: 30 June 2013 $'000 Pocahontas 895 75.0% 495 Express Lanes 67.5% 95 Express Lanes 67.5% Other Transurban DRIVe 75.0% Total Transurban DRIVe 100.0% Transurban DRIVe Corporate Total Toll revenue from external customers Fee and other revenue Total revenue Proportional EBITDA x Interest revenue Interest expense Depreciation and amortisation Foreign exchange Proportional profit (loss) before tax Income tax benefit (expense) Proportional net profit (loss) 11,301 81 11,382 4,841 1,291 6,132 6,836 (5,441) - (14,229) 702 (27,442) (3,470) - (8,331) - (10,863) (40,512) 7,993 - (2,870) (8,512) (40,512) 34,380 - - - - - - - - - - - - - - - (4,384) 35 (1,985) - - 16,142 1,372 17,514 - 41,851 41,851 16,142 43,223 59,365 (2,989) 11,920 8,931 737 (43,656) (11,801) - - (26,008) 737 (69,664) (379) (106) (12,180) (106) (6,334) (57,709) (14,573) (72,282) 21,529 15,195 (15,195) 29,522 (4,438) 25,084 (28,187) 10,673 (19,011) (22,840) (47,198) (12,167) 315 ANNUAL REPORT 2013Transurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 2 Segment information (continued) Segment information - Proportional Income Statement (continued) 30 June 2012 $'000 Pocahontas 895 75.0% Transurban DRIVe 495 Express Lanes 67.5% Other Transurban DRIVe 75.0% Total Transurban DRIVe Corporate Total 100.0% Toll revenue from external customers Fee and other revenue Total revenue Proportional EBITDA x Impairment of assets Interest revenue Interest expense Depreciation and amortisation Proportional profit (loss) before tax 10,750 105 10,855 6,981 - - - - (302,490) 3 (34,887) (8,740) - 1,501 - - - - - 10,750 105 10,855 - 20,882 20,882 10,750 20,987 31,737 (3,955) 3,026 664 3,690 - - - - (302,490) 1,504 (34,887) (8,740) - - (14,210) (592) (302,490) 1,504 (49,097) (9,332) (339,133) 1,501 (3,955) (341,587) (14,138) (355,725) Income tax benefit (expense) Proportional net profit (loss) 79,960 (259,173) - 1,501 2,972 (983) 82,932 (258,655) (49) (14,187) 82,883 (272,842) 316 TRANSURBANTransurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 2 Segment information (continued) Other segment information - Proportional income statement Proportional basis of presenting results The Executive Committee and the CEO receive information for assessing the business on an underlying proportional basis reflecting the contribution of individual assets in the proportion of Transurban's equity ownership. The Group's proportional EBITDA result reflects business performance and permits a more appropriate and meaningful analysis of the Group's underlying performance on a comparative basis. This method of presentation differs from the statutory accounting format and has been reconciled below. EBITDA is earnings before interest, taxation, depreciation and amortisation. Segment revenue Revenue from external customers is through toll and fee revenues earned on toll roads. There are no inter-segment revenues. Segment revenue reconciles to total statutory revenue as follows: Total segment revenue (proportional) Less: Revenue of non-controlled assets Business Development revenue (offset against Business Development costs for proportional results) Other Total revenue (note 3) 2013 $'000 2012 $'000 59,365 (17,514) 30,031 201 72,083 31,737 (10,855) 19,550 174 40,606 317 ANNUAL REPORT 2013Transurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 2 Segment information (continued) Other segment information - Proportional income statement (continued) Interest revenue Interest revenue is earned through bank interest revenue. Interest revenue reconciles to total statutory finance income as follows: Total segment interest revenue (proportional) Less: Interest revenue of non-controlled assets Total finance income Proportional EBITDA Proportional EBITDA reconciles to statutory net loss for the year as follows: Proportional EBITDA Less: Proportional EBITDA of Pocahontas Less: Proportional EBITDA of 495 Express Lanes Less: Proportional EBITDA of DRIVe Statutory profit (loss) before depreciation and amortisation, net finance costs, equity accounted investments and tax Statutory net finance costs Statutory depreciation and amortisation Share of net (losses)/profit of equity accounted investments Income tax expense Loss for the year 30 June 2013 $'000 30 June 2012 $'000 737 (737) - 1,504 (1,504) - 2013 $'000 2012 $'000 8,931 (6,836) 5,441 4,384 11,920 (26,114) (379) (28,187) (4,438) (47,198) 3,690 (6,981) - 3,955 664 (14,211) (592) (213,338) (49) (227,526) 318 TRANSURBANTransurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 2 Segment information (continued) Segment information - Segment assets The segment information provided to the CEO and Executive Committee in respect of assets is presented on a statutory consolidated basis. The information for the reportable segments for the periods ended 30 June 2013 and 30 June 2012 is as follows: 30 June 2013 Transurban DRIVe $'000 Corporate $'000 Total $'000 Total segment assets 228,627 35,336 263,963 Total segment assets include: Investments in associates and joint venture partnerships Additions to non-current assets (other deferred tax) than financial assets and 228,627 - - 44 228,627 44 30 June 2012 Total segment assets Total segment assets include: Investments in associates and joint venture partnerships Additions to non-current assets (other deferred tax) than financial assets and Transurban DRIVe $'000 Corporate $'000 Total $'000 - - - 34,097 34,097 - 677 - 677 319 ANNUAL REPORT 2013Transurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 3 Revenue Management and business development revenue Construction revenue Total Revenue Notes 3(a) 3(b) 2013 $'000 2012 $'000 40,899 31,184 72,083 19,883 20,723 40,606 Management and Business development revenue (a) Management and business development revenue relates to the provision of management and development services to third parties. (b) Construction revenue is recognised during the development of assets for sale to third parties. Construction revenue 4 Expenses 2013 $'000 2012 $'000 Loss before income tax includes the following specific expenses: Employee benefits expense Rental expense 15,345 1,010 10,269 635 5 Net finance costs Finance costs Interest and finance charges paid/payable Foreign exchange losses Total finance costs Net finance costs 2013 $'000 2012 $'000 (26,008) (106) (26,114) (14,211) - (14,211) (26,114) (14,211) 320 TRANSURBANTransurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 6 Income tax expense Income tax expense Current tax Deferred tax Under/(over) provided in prior years Deferred income tax (benefit) expense included in income tax benefit comprises: Decrease in deferred tax assets (note 11) Increase (Decrease) in deferred tax liabilities (note 11) Numerical reconciliation of income tax benefit to prima facie tax payable Loss before income tax expense Tax at the Australian tax rate of 30.0% (2012 - 30.0%) Tax effect of amounts which are not deductible (taxable) in calculating taxable income: Non-deductible interest Tax differential Share of equity accounted results Sundry items Under/(over) provision in prior years Income tax expense 7 Current assets - Cash and cash equivalents Cash at bank and in hand All cash balances are interest bearing. 2013 $'000 2012 $'000 609 3,767 62 4,438 3,564 203 3,767 (703) 1,178 (426) 49 6,891 (5,713) 1,178 2013 $'000 2012 $'000 (42,760) (12,828) (227,477) (68,243) 7,335 901 8,456 512 62 4,438 3,810 58 64,001 849 (426) 49 38,322 227,428 2013 $'000 2012 $'000 4,843 4,843 9,186 9,186 321 ANNUAL REPORT 2013Transurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 8 Current assets - Trade and other receivables Loans to related parties Other receivables Prepayments 2013 $'000 2012 $'000 5,917 13,355 - 19,272 4,377 5,486 26 9,889 No class within trade and other receivables contain impaired or passed due assets. Based on the credit history, it is expected that these amounts will be received when due. The Group does not hold any collateral in relation to these receivables. 9 Equity accounted investments Ownership interest Carrying amount 2013 % 75 2012 % 75 75 75 2013 $'000 2012 $'000 228,627 228,627 - - DRIVe 2012 $'000 2013 $'000 268,063 1,438,341 277,139 1,983,543 106,956 1,237,305 - 1,344,261 (58,773) (1,321,604) (408,271) (1,788,648) (31,569) (1,343,392) - (1,374,961) 17,514 (75,223) (57,709) 29,522 (28,187) 10,855 (352,442) (341,587) 82,932 (258,655) Transurban DRIVe Holdings LLC Group's share of assets Current assets Non-current assets Held for sale assets Group's share of liabilities Current liabilities Non-current liabilities Held for sale liabilities Group's share of profit and loss Revenue Expenses Net (loss) before tax Tax benefit Net (loss) BREAK 1 322 TRANSURBANTransurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) DRIVe 2012 $'000 2013 $'000 - 205,616 (28,187) 23,816 27,382 228,627 (33,883) - - (33,883) 311,177 229,412 540,589 212,197 17,586 (213,338) 23,551 (39,996) - - (45,317) 11,434 (33,883) 64,387 186,554 250,941 9 Equity accounted investments (continued) Movements in carrying amounts Carrying amount 1 July Investments in associates and joint ventures Share of recognised losses after tax Movements in exchange rates Movements in reserves Carrying amount at 30 June Share of losses not recognised Balance at 1 July Unrecognised losses for the year Unrecognised other comprehensive income for the year Balance at 30 June Share of expenditure commitments Capital commitments Operating commitments Contingent liabilities of associates and joint ventures As at the reporting date there are no contingent liabilities. Transurban DRIVe Holdings LLC Transurban owns 75 per cent of Transurban DRIVe Holdings LLC (DRIVe). Whilst Transurban ownership represents greater than half of the voting rights of DRIVe, it does not have power to govern its financial, investing and operating policies and accordingly is accounted for as a jointly controlled entity. A Meeting of Members of DRIVe is required to make decisions in relation to such areas as the legal and financial structure of DRIVe, including distribution policies. 80 per cent or more of the membership interests of those voting is required to pass a decision of the Meeting of Members. Key decisions relating to the operations and financing of DRIVe, such as approval to bid for or dispose of an investment and approval of budgets, are made Members with member interest of 80 per cent or greater. DRIVe owns 100 per cent of Pocahontas 895, 90 per cent of 495 Express Lanes and 90 per cent of 95 Express Lanes, all located in Virginia, USA. Pocahontas 895 is a 99 year concession ending in June 2105. Tolls are escalated with reference to a prescribed schedule until 2016, thereafter tolls may be increased by the greater of CPI, real GDP or 2.8 per cent. 495 Express Lanes opened for operation on 17 November 2012 and has a 75 year concession period. Tolls are charged on a dynamic basis to manage congestion and average travel speeds. 95 Express Lanes is currently in the construction phase and remains on schedule for completion in late 2014. In June 2013 the Transurban Board approved the transfer of Pocahontas 895, in Virginia USA, to the lenders to the asset. Transfer discussions have commenced with the lenders, however the final structure has not yet been agreed. As a result Pocahontas has been classified as held-for-sale and a discontinued operation in this note. 323 ANNUAL REPORT 2013Transurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 10 Non-current assets - Property, plant and equipment Equipment, fittings, operating systems $'000 4,276 (3,307) 969 969 1,600 (3) (592) 35 2,009 5,608 (3,599) 2,009 2,009 44 - (379) 157 1,831 6,206 (4,375) 1,831 1 July 2011 At Cost Accumulated depreciation Net book amount Year ended 30 June 2012 Opening net book amount Additions Disposals Depreciation charge Movement in foreign exchange rates Closing net book amount 30 June 2012 At Cost Accumulated depreciation Net book amount Year ended 30 June 2013 Opening net book amount Additions Disposals Depreciation charge Movement in foreign exchange rates Closing net book amount 30 June 2013 At Cost Accumulated depreciation Net book amount 324 TRANSURBANTransurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 11 Deferred tax assets and liabilities The balance comprises temporary difference attributable to: Accrued expenses Provisions Current and prior year losses Unearned income Fixed Assets/Intangibles Unrealised foreign exchange Tax assets/(liabilities) Set off of tax Net tax assets/(liabilities) Movements: Opening balance at 1 July Credited /(charged) to the income statement Foreign exchange movements Closing balance 30 June Deferred tax assets/(liabilities) to be recovered after more than 12 months Assets Liabilities Net 2013 $'000 2012 $'000 2013 $'000 2012 $'000 2013 $'000 2012 $'000 1,558 2,557 2,635 2,354 - 43 9,147 (249) 8,898 621 1,251 2,638 8,014 - 67 12,591 (40) 12,551 12,591 (3,564) 120 9,147 18,652 (6,891) 830 12,591 - - - - (249) - (249) 249 - (40) (203) (6) (249) - - - - (40) - (40) - (40) 1,558 2,557 2,635 2,354 (249) 43 8,898 - 8,898 621 1,251 2,638 8,014 (40) 67 12,551 (40) 12,511 (5,753) 5,713 - (40) 12,551 (3,767) 114 8,898 12,899 (1,178) 830 12,551 9,147 9,147 12,591 12,591 (249) (249) (40) (40) 8,898 8,898 12,551 12,551 12 Current liabilities - Trade and other payables Trade payables and accruals Loans from related parties (note 22) 2013 $'000 2012 $'000 4,482 516,637 521,119 6,008 245,341 251,349 325 ANNUAL REPORT 201313 Provisions Employee benefits Restructuring and onerous lease provision Transurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) Notes 13(a) 13(b) 2013 $'000 2012 $'000 2,252 4,305 6,557 3,207 1,560 4,767 Movements in provisions Movements in each class of provision during the financial year are set out below: 2013 Consolidated - Carrying amount at start of year Amounts provided during the year Amounts paid/utilised during the year Movements in foreign exchange rates Carrying amount at the end of year (a) Employee benefits Restructuring and onerous lease provision $'000 1,560 3,047 (456) 154 4,305 Employee benefits relate to the provision for annual leave, bonuses and long service leave. (b) Restructuring and onerous lease provision An onerous lease is recognised when the Group has lease commitments on property no longer used. A restructuring provision is recognised when the Group has a detailed formal plan for restructuring. 14 Current liabilities - Other current liabilities Unearned income (a) Unearned income Notes 14(a) 2013 $'000 2012 $'000 6,038 6,038 12,678 12,678 Unearned income represents amounts received in advance and will be recognised when the income is earned. 326 TRANSURBANTransurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 15 Contributed equity Share capital 2013 Number '000 2012 Number '000 2013 $'000 2012 $'000 Fully paid ordinary securities 1,481,595 1,481,595 1,458,321 1,458,321 216,011 216,011 205,065 205,065 Details Opening balance at 1 July 2011 Distribution Reinvestment Plan Disposal and vesting of treasury securities Purchase of Performance Rights Plan shares Purchase of Performance Awards Plan shares Closing balance at 30 June 2012 Opening balance at 1 July 2012 Distribution Reinvestment Plan Placement to Unisuper Limited Deferred Short Term Incentives New shares issued on vesting of LTI Purchase of Performance Awards Plan shares Closing balance at 30 June 2013 Notes 15(a) 15(b) 15(a) 15(c) 15(d) Number of securities '000 $'000 1,443,193 14,162 351 615 - 1,458,321 1,458,321 5,809 16,260 490 715 - 1,481,595 201,661 3,040 207 517 (360) 205,065 205,065 2,601 8,000 194 274 (123) 216,011 (a) Distribution Reinvestment Plan The Transurban Group has established a distribution reinvestment plan under which holders of stapled securities may elect to have all or part of their distribution entitlements satisfied by the issue of new stapled securities rather than by cash. (b) Treasury securities Stapled securities were issued to Transurban Group executives under the share-based payment plans. The securities are held by the executive but will only vest in the executive in accordance with the terms of the plans. The acquired securities cannot be transferred or sold prior to vesting date. On forfeit, the securities are sold on market. (c) Unisuper Limited Placement On 7 January 2013 Transurban issued 16,260,163 ordinary stapled securities under a placement to Unisuper Limited (as trustee of the superannuation fund known as UniSuper). 327 ANNUAL REPORT 2013Transurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 15 Contributed equity (continued) (d) Deferred Short Term Incentives Mandatory STI deferral of a portion of the overall STI award, as detailed in the Remuneration Report, was introduced for the CEO and other Senior Executives in the year ended 30 June 2012. For Australian Senior Executives deferral is into securities. Ordinary shares The number of shares on issue is 1,481,594,818 (2012: 1,458,321,112). All shares issued are a component of stapled securities issued by the Transurban Group. Prior to June 2008, a nil value was assigned to TIL with the value being apportioned between Transurban Holdings Limited and Transurban Holding Trust. Shares entitle the holder to participate in distributions and the winding up of the Transurban Group in proportion to the number of and amounts paid on the shares held. On a show of hands, every holder of shares present at a meeting in person or by proxy is entitled to one vote. Capital risk management The Group is subject to a gearing ratio covenant imposed by senior secured lenders. The Group monitors capital on the basis of the gearing ratio to ensure compliance with the covenant. There have been no breaches of the covenant. The Group is subject to a gearing ratio covenant imposed by senior secured lenders. The Group monitors capital on the basis of the gearing ratio to ensure compliance with the covenant. The Group’s objective when managing capital is to safeguard its ability to continue as a going concern, so that they can continue to provide returns to security holders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amounts of distributions paid to security holders, return capital to security holders, issue new securities or sell assets to reduce debt. 16 Reserves and accumulated losses Reserves Cash flow hedges Share-based payments Foreign currency translation Transactions with non-controlling interests 2013 $'000 2012 $'000 (76,952) 532 14,132 (9,225) (71,513) (104,334) 765 40,083 (9,225) (72,711) 328 TRANSURBANTransurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 16 Reserves and accumulated losses (continued) Reserves (continued) Movements: Cash flow hedges Balance 1 July Movement in equity accounted investment's reserve (note 9) Balance 30 June Share-based payments Balance 1 July Employee share plan expense Transfer vesting portion of LTI to contributed equity Deferred Short Term Incentive issue Transfer vesting portion of LTI to retained earnings Balance 30 June Foreign currency translation Balance 1 July Currency translation differences arising during the year Balance 30 June Common control reserve Balance 1 July Balance 30 June Accumulated losses Movements in (accumulated losses) were as follows: Balance 1 July Net (loss) for the year Transfer of non-vesting portion of LTI from shared-based payment reserve Balance 30 June 2013 $'000 2012 $'000 (104,334) 27,382 (76,952) (64,338) (39,996) (104,334) 765 515 (554) (194) - 532 1,304 (725) 208 - (22) 765 40,083 (25,951) 14,132 27,970 12,113 40,083 (9,225) (9,225) (9,225) (9,225) 2013 $'000 2012 $'000 (367,051) (47,198) - (414,249) (139,547) (227,526) 22 (367,051) Nature and purpose of other reserves Cash flow hedges The cash flow hedge reserve is used to record gains or losses on a hedging instrument in a cash flow hedge that are recognised in other comprehensive income and accumulated in this reserve in equity. Amounts are reclassified to profit or loss when the associated hedged transaction affects profit and loss. Share-based payments The share-based payments reserve is used to recognise the fair value of long-term incentives issued but not exercised. 329 ANNUAL REPORT 2013Transurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 16 Reserves and accumulated losses (continued) Nature and purpose of other reserves (continued) Share-based payments (continued) The share-based payments reserve is used to recognise the fair value of long-term incentives issued but not exercised. Foreign currency translation Exchange differences arising on translation of comprehensive income as described in note 1(d) and accumulated in this reserve in equity. the foreign controlled entities are recognised in other Transactions with non-controlling interests The transactions with non-controlling interests arose as a result of the acquisition of Transurban (USA) Holdings Inc. and its subsidiaries Transurban (USA) Inc. and Transurban (USA) Operations Inc. from a commonly controlled Transurban Group entity (Transurban Limited). 17 Dividends No dividends were paid or declared during the year. 18 Remuneration of auditors During the year the following fees were paid or payable for services provided by the auditor of the parent entity and its related practices: Amounts received or due and receivable by PricewaterhouseCoopers Audit services Audit and review of financial reports Total remuneration for PricewaterhouseCoopers 19 Contingencies Contingent liabilities The parent entity and the Group had contingent liabilities at 30 June 2013 in respect of: 2013 $ 2012 $ 52,000 52,000 52,000 52,000 330 TRANSURBANTransurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 19 Contingencies (continued) Contingent liabilities (continued) Equity guarantee Transurban DRIVe Holdings LLC (DRIVe), a related party of the Group, holds a concession agreement with The Commonwealth of Virginia to construct and operate High Occupancy Toll (HOT) lanes on the 495 Express Lanes and 95 Express Lanes. The 495 Express Lanes opened for operation on 17 November 2012. The 95 Express Lanes project is currently in the construction phase. Construction is expected to be complete in late 2014. On 31 July 2012, the Transurban Group, through the entities in the triple staple, being Transurban Holdings Limited, Transurban International Limited and Transurban Infrastructure Management Limited (as responsible entity of the Transurban Holding Trust), entered into an agreement with 95 Express Lanes LLC, a subsidiary of DRIVe, the Virginia Department of Transportation and US Bank NA to provide an Equity Funding Guaranty (the Guarantee) over all of DRIVe’s equity obligations associated with funding the equity contributions to the 95 Express Lane project. The Group owns 75 per cent of the equity of DRIVe and recognises this investment in the consolidated financial statements using the equity method of accounting. DRIVe holds 90 per cent of the equity in 495 Express Lanes and 95 Express Lanes and, from time to time, is required to make equity contributions to fund the equity component of the 495 and 95 Express Lanes project costs. The total equity contribution DRIVe is obliged to make to 495 Express Lanes is US$313,825,757, of which the total payment had been paid at balance sheet date. The total contribution DRIVE is obliged to make to 95 Express Lanes is US$252,336,549 of which US$151,204,854 had been paid at balance sheet date. In accordance with the DRIVe Holdings LLC Agreement, should a DRIVe member default on any capital calls, the Transurban Group has the right to acquire their share of DRIVe at a 50 per cent discount to its fair value. As such in the instance of the Guarantee being called, the Transurban Group may exercise its right to the interest in DRIVe at a discounted value. Contingent assets DRIVe capital sum As a part of the establishment of Transurban DRIVe, DRIVe Holdings LLC agreed to make a "capital sum" compensation payment to Transurban for contributing to DRIVe the right to negotiate the 495 Express Lanes and 95 Express Lanes. The fee is payable to Transurban if the pre-financing/pre-tax net present value of 495 Express Lanes or 95 Express Lanes is positive as at financial close, when calculated three years after the completion of construction. Receipt of the capital sum is contingent on the projects achieving positive net present value at the strike date, and as such this amount has not been recognised on the balance sheet. Due to uncertainty associated with the amount and timing of the potential receipt, an asset has not been recognised. 331 ANNUAL REPORT 2013Transurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 20 Intra-group Guarantees As at 30 June 2013, the Transurban Group comprises Transurban Holdings Limited, Transurban Holding Trust and Transurban International Limited, traded and quoted on the ASX as one triple stapled security. Under the stapling arrangement, each entity directly and/or indirectly supports each entity and its controlled entities within the Group on a continual basis. 21 Commitments Capital commitments Capital expenditure contracted for at the reporting date but not recognised as liabilities is as follows: Property, plant and equipment Payable: Within one year Later than one year but not later than five years Later than five years Operating commitments Operating commitments Within one year Later that one year but not later than five years Lease commitments Commitments in relation to leases contracted for at the reporting date but no recognised as liabilities, payable: Within one year Later than one year but not later than five years Later than five years 2013 $'000 2012 $'000 - - - - 3,457 - - 3,457 2013 $'000 2012 $'000 20,043 13,806 33,849 - - - 2013 $'000 2012 $'000 1,030 2,800 418 4,248 932 3,371 496 4,799 332 TRANSURBANTransurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 21 Commitments (continued) Lease commitments (continued) Sub-lease payments Future minimum lease payments expected to be received in relation to non-cancellable sub-leases of operating leases 22 Related party transactions Transactions with related parties The following transactions occurred with related parties: Revenue from services provided to related parties Management and Business development fees Loans to/from related parties Loans to related parties Beginning of the year Loans advanced Repayment of loans Foreign exchange movements Loans from related parties Beginning of the year Loans advanced Loans repayments Foreign exchange movements 2013 $'000 2012 $'000 - - 428 428 2013 $ 2012 $ 40,898,575 40,898,575 19,883,145 19,883,145 4,376,530 28,575,566 (27,574,141) 539,044 5,916,999 3,864,127 23,493,685 (23,164,126) 182,844 4,376,530 245,341,322 278,995,308 (55,151,487) 47,451,630 516,636,773 196,761,369 64,326,442 (26,961,002) 11,214,513 245,341,322 333 ANNUAL REPORT 2013Transurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 22 Related party transactions (continued) Loans to/from related parties (continued) Other related parties All the Directors of TIL are also Directors of Transurban Holdings Limited and Transurban Infrastructure Management Limited. Related party transactions have occurred with these Transurban Group entities and their wholly-owned subsidiaries. 23 Subsidiaries The consolidated financial statements incorporate the assets, liabilities and results of the following principal subsidiaries in accordance with the accounting policy described in note 1(b): Equity holding 2012 % 2013 % 100 100 100 100 100 100 100 100 100 100 Name of entity Country of incorporation Class of shares Transurban DRIVe Management LLC Transurban (USA) Holdings Inc. Transurban (USA) Inc. Transurban International Holdings Pty Limited Transurban (USA) Operations Inc. USA USA USA Australia USA Ordinary Ordinary Ordinary Ordinary Ordinary 334 TRANSURBANTransurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 24 Parent entity financial information Summary financial information The individual financial statements for the parent entity show the following aggregate amounts: Balance sheet Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Shareholders' equity Contributed equity Reserves Accumulated losses Profit for the year xx Exchange differences on translation of US operations, net of tax xx Total comprehensive income 2013 $'000 2012 $'000 216,446 184,876 2 1 216,448 184,877 (308) - (308) - - - (650,268) (554,631) 216,007 (28) 161 216,140 874 19,676 20,550 205,061 (19,471) (712) 184,878 172 9,437 9,609 Contingent liabilities and guarantees of the parent entity For details of contingent liabilities and guarantees of the parent entity, refer to note 19. 25 Events occurring after the reporting period At the date of this report the Directors are not aware of any circumstances that have arisen since 30 June 2013 that have significantly affected, or may significantly affect, the Group's operations in future financial years, the results of those operations in future financial years, or the Group's state of affairs in future financial years. 335 ANNUAL REPORT 2013Transurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 26 Reconciliation of profit after income tax to net cash inflow from operating activities Loss for the year Depreciation and amortisation Share of net losses of equity accounted investments Change in operating assets and liabilities: (Increase) decrease in prepayments (Increase) decrease in trade and other receivables Increase in related party operating loans (Decrease) Increase in trade payables and accruals Increase (Decrease) in provisions (Decrease) increase in unearned income Movement in current taxes and deferred taxes Net cash inflow from operating activities 27 Loss per share Basic earnings per share Loss attributable to the ordinary equity holders of the company 2013 $'000 2012 $'000 (47,198) 379 28,187 (26) (7,869) 24,682 (1,525) 1,790 (6,640) 3,623 (4,597) (227,526) 592 213,338 (1) (3,030) 20,915 1,048 (136) (903) (1,068) 3,229 2013 Cents 2012 Cents (3.2) (3.2) (15.7) (15.7) 336 TRANSURBANTransurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 27 Loss per share (continued) Diluted earnings per share Loss from continuing operations attributable to the ordinary equity holders of the company Reconciliation of losses used in calculating loss per share Basic and diluted earnings per share Loss for the year Weighted average number of shares used as denominator 2013 Cents 2012 Cents (3.2) (3.2) (15.7) (15.7) 2013 $'000 2012 $'000 (47,198) (47,198) (227,526) (227,526) 2013 Number 2012 Number Weighted average number of ordinary shares used as the denominator in calculating basic and diluted loss per share 1,470,495,508 1,452,932,838 Loss per share Basic loss per share Basic loss per share is calculated by dividing the loss attributable to members of the share excluding any non-controlling interest and costs of servicing equity other than distributions, by the weighted average number of shares outstanding during the financial year. Diluted loss per share Diluted loss per share adjusts the figures used in the determination of basic loss per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares. 337 ANNUAL REPORT 2013Transurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 28 Share-based payments Performance Awards Plan Under the Performance Awards Plan (PAP), eligible executives receive a grant of Performance Awards which entitles participants to receive securities at no cost subject to the achievement of performance conditions. The Board has discretion as to the form of the award at the end of the performance period and may grant cash payments of equivalent value at vesting. No dividends or distributions on securities are payable to participants prior to vesting. Dual performance measures (Free Cash Flow (FCF) (from 1 July 2011) or earnings before interest, tax, depreciation and amortisation (EBITDA) measure (pre 1 July 2011) and relative total security holder return (TSR) apply to Performance Awards, each representing 50 per cent of the award. The use of dual measures balances the need to both improve the underlying performance of the business over the long term as well as appropriate returns relative to the market. Performance Awards were granted with a three year vesting period. For the plan granted 11 December 2009 and future grants, the awards are tested at the end of the three year vesting period. However, for the 1 November 2008 grant, the awards were tested at the end of each year. If the performance measures were satisfied for the year, one third of the awards were preserved until the end of the three year period. At the end of the three years a cumulative test of the performance measures was applied to any unvested awards. Vesting / Expiry date 11 Dec 2012 1 Nov 2013 1 Nov 2013 30 Jun 2014 30 Jun 2014 30 Jun 2015 30 Jun 2015 Grant date 2013 11 Dec 2009 1 Nov 2010 23 Dec 2010 26 Sep 2011 11 Nov 2011 15 Aug 2012 19 Oct 2012 Total Fair value at grant date ($) FCF EBITDA TSR Balance at start of the year Number Granted during the year Number Vested during the year Number Forfeited during the year Number Balance at end of the year Number 3.33 3.23 3.33 3.37 3.27 2.72 2.95 4.97 4.62 4.97 N/A N/A N/A N/A N/A N/A N/A 4.63 4.81 4.99 5.43 1,625,994 1,201,077 684,683 661,932 715,024 - - 4,888,710 - - - - - 747,201 448,400 (1,624,766) - - - - - - 1,195,601 (1,624,766) (1,228) (278,601) - (241,060) - (267,099) - (787,988) - 922,476 684,683 420,872 715,024 480,102 448,400 3,671,557 BLANK Weighted average exercise price $4.06 $3.98 $4.15 $3.92 $4.02 Vesting / Expiry date Fair value at grant date ($) FCF EBITDA TSR Balance at start of the year Number Granted during the year Number Vested during the year Number Forfeited during the year Number Balance at end of the year Number 1 Nov 2011 11 Dec 2012 1 Nov 2013 1 Nov 2013 30 Jun 2014 30 Jun 2014 3.30 3.33 3.23 3.33 3.37 3.27 4.27 4.97 4.62 4.97 N/A N/A N/A N/A N/A N/A 4.63 4.81 1,260,113 1,776,583 1,401,575 684,683 - - 5,122,954 - - - - 837,990 715,024 (1,193,516) - - - - - 1,553,014 (1,193,516) (66,597) (150,589) (200,498) - (176,058) - (593,742) - 1,625,994 1,201,077 684,683 661,932 715,024 4,888,710 Grant date 2012 1 Nov 2008 11 Dec 2009 1 Nov 2010 23 Dec 2010 26 Sep 2011 11 Nov 2011 Total a Weighted average exercise price $4.00 $4.02 $3.79 $3.99 $4.06 338 TRANSURBANTransurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 28 Share-based payments (continued) Performance Awards Plan (continued) Executive Equity Plan Equity awards were granted under the Executive Equity Plan (EEP) based on executives’ performance and were designed to encourage retention of executives while focusing on business excellence. Individuals who are high performers and in business critical roles were nominated for awards for their past contribution and expected future performance. Board approval was required to grant EEP awards to nominated executives. Under the EEP, eligible executives received a grant of stapled securities in the Transurban Group (”securities”) at no cost that are subject to disposal restrictions for three years from the grant date. Participants are entitled to distributions paid on their Securities during the restriction period. If the executive ceases employment with Transurban during the restriction period, their Securities will be forfeited unless the Board decides otherwise. Awards were last made under the EEP on 1 November 2008 and vested on 1 November 2011. The table below provides details of the awards granted and vested. Grant date 2012 1 Nov 2008 Total Vesting / Expiry date Exercise price Balance at start of the year Number Granted during the year Number Vested during the year Number Forfeited during the year Number Balance at end of the year Number 1 Nov 2011 $4.27 433,722 433,722 - - (433,722) (433,722) - - - - Weighted average exercise price a $4.27 $- $4.27 $- $- Assessed fair value The assessed fair value at grant date of the plans above has been independently determined in accordance with AASB 2. The TSR component of the Performance Awards has been valued applying a Monte-Carlo simulation (of a geometric Brownian motion process, as used in the Black-Scholes framework) to model Transurban's future security price and TSR performance against the comparator group performance at vesting date. The valuation model takes into account the term of the award, the security price at grant date and expected price volatility of the underlying security, the expected dividend yield and the risk free interest rate for the term of the award. The Free Cash component of performance awards has been valued using the Black-Scholes framework. The model valuation takes into account the term of the award, the security price at grant date, the expected dividend yield and the risk free interest rate for the term of the award. Performance Awards Plan - CEO Sign On Award Plan Scott Charlton received a one-off grant of equity as a sign-on award in recognition of the incentives forfeited with his former employer by joining Transurban. The awards were awarded at no cost to Scott and will vest, subject to his continued employment with Transurban as described in his employment contract, in three equal tranches on each of the tranches vesting dates. Upon vesting, the awards will automatically exercise and settle in securities. No dividends or distributions on securities are payable prior to vesting. 339 ANNUAL REPORT 2013Transurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 28 Share-based payments (continued) Performance Awards Plan - CEO Sign On Award Plan (continued) Grant date 2013 14 Sep 2012 14 Sep 2012 14 Sep 2012 Total Vesting / Expiry date Fair value at grant date Balance at start of the year Number Granted during the year Number Vested during the year Number Forfeited during the year Number Balance at end of the year Number 16 Jul 2013 16 Jul 2014 16 Jul 2015 $5.71 $5.71 $5.71 - - - - 78,752 78,752 78,752 236,256 - - - - - - - - 78,752 78,752 78,752 236,256 Weighted average exercise price x Short Term Deferred Incentive Plan $- $5.71 $- $- $5.71 Mandatory short term incentive (STI) deferral of 30 per cent of the STI awarded to the CEO and other Senior Executives was introduced in the year ended 30 June 2012. The deferral period is three years (comprising the first year as the performance period and a two year trading restriction). Vesting occurs at the end of the two year deferral period, subject to continued employment with the Transurban Group and can be exercised at vesting date. Grant date 2013 15 Aug 2012 Total Vesting / Expiry date Fair value at grant date Balance at start of the year Number Granted during the year Number Vested during the year Number Forfeited during the year Number Balance at end of the year Number 1 Jul 2014 $5.68 - - 642,388 642,388 - - - - 642,388 642,388 Weighted average exercise price x $- $5.68 $- $- $5.68 Fair Value The fair value at grant dates in both the deferred STI plan and the CEO sign-on awards plan have been determined in accordance with AASB 2 by using a volume weighted average price (VWAP) over a specified period of time. Employee security scheme The Transurban Employee Security Ownership Plan (the Plan) provides employees with an opportunity to be a part owner of Transurban and partner in its continued success. All Australian based permanent employees are eligible to participate in the Investment Tax Exempt Plan and the Investment Tax Deferred Plan. Under the plans, Transurban provides participants with a matching component toward the acquisition of the stapled securities. For the period 1 July 2012 to 30 June 2013, the cost of company matches was $132,162 (2012: $114,459) for the Investment Tax Exempt Plan and $450,374 (2012: $391,708) for the Investment Tax Deferred Plan. The third element under the Plan is the Incentive Plan. Subject to Board approval and the performance of the company, eligible employees may receive a certain number of Transurban securities at no cost to them. In February 2013, each participant was allocated 100 stapled securities at a value of $6.12 per security. Stapled securities provided under the Plan were acquired on the open market. Eligible US based participants received an equivalent cash award. 340 TRANSURBANTransurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 28 Share-based payments (continued) Employee security scheme (continued) 2013 Number 2012 Number Shares purchased on the market under the plan and provided to participating employees 45,900 42,200 Expenses arising from share-based payments Total expenses arising from share-based payment employee benefit expense was $6.6 million (2012: $3.1 million) transactions recognised during the period as part of 29 Key management personnel disclosures Directors The following persons were Directors of Transurban International Limited during the financial year: Executive Directors Christopher Lynch (resigned 16 July 2012) Scott Charlton (appointed 16 July 2012) Non-executive Directors Lindsay Maxsted (Chairman) Neil Chatfield Robert Edgar Samantha Mostyn Robert Officer (resigned 7 August 2012) Christine O'Reilly Rodney Slater Ian Smith Other key management personnel The following persons also had authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, during the financial year: J Aument* W Ballantine* K Daley A Head S Hogg S Johnson* M Kulper E Mildwater T Steinhilber* L Tobin V Vassallo Group General Manager, North America (appointed 10 June 2013) Group General Manager, Strategy (appointed 26 November 2012) President, International Development (resigned 2 February 2013) Group General Manager, New South Wales Chief Financial Officer Group General Manager, Human Resources (appointed 8 October 2012) President, Transurban North America Group General Manager, Victoria (resigned 31 March 2013) Group General Manager, Project Delivery and Operational Excellence (appointed 10 December 2012) Group General Manager, Technology (appointed 4 February 2013) Group General Manager, Victoria (appointed 4 February 2013) * Executives promoted from within the Group. 341 ANNUAL REPORT 2013Transurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 29 Key management personnel disclosures (continued) Key management personnel compensation The remuneration amounts below represent the entire amounts paid by the Transurban Group. Short-term employee benefits Post-employment benefits Long-term benefits Share-based payments Deferred STIs 2013 $ 2012 $ 10,755,270 232,743 25,335 9,208,279 1,128,897 21,350,524 12,301,143 240,351 115,725 4,870,066 489,289 18,016,574 Detailed remuneration disclosures are made in the Directors’ report. The relevant information can be found in the remuneration report in the Directors' report. Equity instrument disclosures relating to key management personnel Share based payments Details of sort and long term incentives provided as remuneration and shares issued, together with terms and conditions of the incentives, can be found in the remuneration report in the Directors' report. Performance Awards Plan (PAP) 2013 Balance at start of the year Granted during the year as remuneration Matured and paid during the year Other changes during the year Balance at end of the year Matured and payable at the end of the year - 2,016,918 Directors of the Group S Charlton C Lynch* Other key management personnel of the Group J Aument W Ballantine K Daley A Head S Hogg S Johnson M Kulper E Mildwater T Steinhilber L Tobin V Vassallo 39,365 44,471 284,440 257,636 214,633 52,771 491,675 265,055 53,777 - - 684,656 - - - 137,167 112,754 125,696 - 178,830 112,754 - - - - (617,211) (1,399,707) - 684,656 - (17,768) (20,030) (111,276) (59,347) (47,478) (23,145) (161,956) (66,766) (25,022) - - - - (310,331) - - - - (311,043) - - - 21,597 24,441 - 311,043 292,851 29,626 508,549 - 28,755 - - - - - - - - - - - - - - *The individual is not key management personnel at 30 June 2013, therefore their closing balance has been reduced to zero through "other changes during the year" in the table above. 342 TRANSURBANTransurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 29 Key management personnel disclosures (continued) Equity instrument disclosures relating to key management personnel (continued) Performance Awards Plan (PAP) (continued) 2012 Balance at start of the year Granted during the year as remuneration 1,785,615 Directors of the Group C Lynch Other key management personnel of the Group K Daley A Head S Hogg T Honan M Kulper E Mildwater 223,297 196,382 136,569 545,513 477,811 186,359 715,024 128,294 107,766 101,320 171,058 159,286 107,766 Matured and paid during the year Other changes during the year Balance at end of the year Matured and payable at the end of the year (458,156) (25,565) 2,016,918 (63,602) (44,054) (22,027) (220,267) (137,736) (27,534) (3,549) (2,458) (1,229) (496,304) (7,686) (1,536) 284,440 257,636 214,633 - 491,675 265,055 - - - - - - - Stapled security holdings The numbers of Stapled Securities held during the financial year by each Director of THL and other key management personnel of the Group, including their personally-related parties, are set out below. 2013 Directors of the Group L Maxsted N Chatfield R Edgar S Mostyn R Officer* C O'Reilly R Slater I Smith S Charlton C Lynch* Other key management personnel of the Group J Aument W Ballentine K Daley* A Head S Hogg S Johnson M Kulper E Mildwater* T Steinhilber L Tobin V Vassallo Balance at start of the year Other changes during the year Balance at end of the year 30,000 30,190 23,733 10,300 20,115 - - 70,000 - 713,563 2,889 384,678 3,041 1,553 - 80,000 56,066 - - 10,018 - 857 3,700 (20,115) 4,363 - 1,772 10,000 (713,563) 1,099 (384,678) - 10,000 12,922 - (56,066) - - 520 30,000 30,910 24,590 14,000 - 4,363 - 71,772 10,000 - 3,988 - 3,041 11,553 12,922 80,000 - - - 10,538 * These individuals are not key management personnel at 30 June 2013, therefore their closing balance has been reduced to zero through "other changes during the year" in the table above. 343 ANNUAL REPORT 2013Transurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 29 Key management personnel disclosures (continued) Equity instrument disclosures relating to key management personnel (continued) Stapled security holdings (continued) 2012 Directors of the Group L Maxsted N Chatfield G Cosgriff J Davis R Edgar S Mostyn R Officer C O'Reilly R Slater I Smith J Eve J Keyes C Lynch S Charlton Other key management personnel of the Group K Daley A Head S Hogg T Honan M Kulper E Mildwater Balance at start of the year Other changes during the year Balance at end of the year 30,000 20,910 152,236 158,188 18,627 - 19,089 - - - - - 255,401 - 384,678 21,112 15,616 94,820 103,944 27,098 - 10,000 (152,236) (158,188) 5,106 10,300 1,026 - - 70,000 - - 458,162 - - (18,071) (14,063) (94,820) (23,944) 28,968 30,000 30,910 - - 23,733 10,300 20,115 - - 70,000 - - 713,563 - 384,678 3,041 1,553 - 80,000 56,066 344 TRANSURBANTransurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 29 Key management personnel disclosures (continued) Equity instrument disclosures relating to key management personnel (continued) Executive Equity Plan (EEP) Awards were last granted on 1 November 2008 which vested on 1 November 2011. 2012 Balance at start of the year Granted during the year as remuneration Matured and paid during the year Other changes during the year Balance at end of the year Matured and payable at the end of the year 79,647 Directors of the Group C Lynch Other key management personnel of the Group K Daley A Head S Hogg T Honan M Kulper E Mildwater 19,146 19,146 15,316 85,474 23,944 19,146 - - - - - - - (79,647) (19,146) (19,146) (15,316) (85,474) (23,944) (19,146) - - - - - - - - - - - - - - - - - - - - - Deferred Short Term Incentives (STI) 2013 Balance at start of the year Granted during the year as remuneration Matured and paid during the year Other changes during the year Balance at end of the year Matured and payable at the end of the year - - Directors of the group S Charlton C Lynch* Other key management personnel of the Group J Aument W Ballantine K Daley* A Head S Hogg S Johnson M Kulper E Mildwater* T Steinhilber L Tobin V Vassallo - - - - - - - - - - - - 133,099 14,789 15,212 26,742 22,449 18,973 16,540 36,464 19,863 19,356 - - - - - - - - - - - - - - - - (133,099) - - - - (26,742) - - - - (19,863) - - - 14,789 15,212 - 22,449 18,973 16,540 36,464 - 19,356 - - - - - - - - - - - - - - *These individuals are not key management personnel at 30 June 2013, therefore their closing balance has been reduced to zero through "other changes during the year" in the table above. 345 ANNUAL REPORT 2013Transurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 29 Key management personnel disclosures (continued) Other transactions with key management personnel Mr Rodney Slater is a Partner in the public policy practice group of Patton Boggs. Transurban used Patton Boggs during the year for various lobbying activities in the US. This relationship is based on normal commercial terms. $226,692 (USD) was paid to Patton Boggs during the year ended 30 June 2013. Mr Lindsay Maxsted is Chairman and a Non-executive Director of Westpac Banking Corporation. Westpac provides transactional banking and loan facilities to Transurban. This relationship is based on normal commercial terms. Mr Neil Chatfield is Chairman and a Non-executive Director of Seek Limited who provides employment advising services to Transurban. This relationship is based on normal commercial terms. Mr Chatfield is also Chairman of, and Ms Sam Mostyn is a Non-executive Director of, Virgin Australia Holdings Limited. Transurban uses air travel services provided by Virgin Australia. This relationship is based on normal commercial terms. 30 Critical accounting estimates and judgements Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Group and that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are disclosed below. Income taxes The Group is subject to income taxes in the USA. Significant judgment is required in determining the provision for income taxes. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated tax audit issues based on whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact current and deferred tax assets and liabilities in the period in which such determination is made. Estimated impairment of the investment of equity in DRIVe The Group tests whether the investment of equity in DRIVe has suffered any impairment, in accordance with the accounting policy stated in note 1(i). Assessment of control The Group holds an equity interest of 75 per cent in Transurban DRIVe Holdings LLC (DRIVe). Whilst the Group owns greater than half of the voting rights of DRIVe, it does not have the power to govern its financial, investing and operating policies and accordingly is accounted for as a jointly controlled entity. The power to govern DRIVe’s financial, investing and operating policies is through the “Meeting of Members”. 80 per cent or more of the membership interests of those voting is required to pass a decision of the Meeting of Members. Key decisions relating to the operations and financing of DRIVe, such as approval to bid for or dispose of an investment and approval of budgets, require approval by Members with member interests of 80 per cent or greater. 346 TRANSURBANTransurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 31 Financial risk management The Group’s activities expose it to a variety of financial risks: market risk (including currency risk and interest rate risk), credit risk and liquidity risk. The financial risk management function is carried out centrally by the Transurban Group Treasury team (Treasury) under policies approved by the Board. Treasury work closely with the Group’s operating units to actively identify and monitor all financial risks, and put hedging in place where appropriate. The Board are informed on a regular basis of any material exposures to financial risks. The Group’s hedging strategies are detailed below, and include the use of derivative financial instruments. The Group's policies allow derivative transactions to be undertaken only for the purpose of reducing risk, and do not permit speculative trading. Treasury continuously monitor risk exposures over time through review of cash flows, price movements, market analysis and ongoing communication within the Group. When measuring financial risk, Treasury consider positive and negative exposures, existing hedges and the ability to offset exposures where possible. Market risk Foreign exchange risk The Group operates internationally and is exposed primarily to foreign exchange risk arising from currency exposures to the Australian dollar. Foreign exchange risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the entity’s functional currency. The risk is measured using cash flow forecasting. The Group's exposure to foreign currency risk at the end of the reporting date, expressed in Australian dollar, was as follows: Receivables Payables Net exposure 2013 AUD$'000 2012 AUD$'000 363 (4,883) (4,520) 363 (4,736) (4,373) Exposure to other foreign exchange movements is not material. Sensitivity Based on the financial instruments held at end of the period, had the U.S. dollar strengthened/weakened by 10 cents against the Australian dollar with all other variables held constant, the Group’s post-tax loss for the year would have been $217,000 lower (2012: $251,000 lower) or $261,000 higher (2012: $308,000 higher), as a result of foreign exchange gains/losses on translation of Australian dollar denominated financial instruments as detailed in the above table. Cash flow interest rate risk The Group's main exposure to interest rate risk arises from long-term intercompany borrowings and funds on deposit. As at the reporting period, Group had the following variable rate exposure. 347 ANNUAL REPORT 2013Transurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 31 Financial risk management (continued) Market risk (continued) Cash flow interest rate risk (continued) 2013 Weighted average interest rate % Balance $'000 2012 Weighted average interest rate % Balance $'000 Cash and cash equivalents Net exposure to cash flow interest rate risk -% 4,843 4,843 -% 9,186 9,186 Sensitivity At 30 June 2013, if interest rates had changed by +100 basis points from the year-end rates with all other variables held constant, post-tax loss for the year would have been $30,000 lower (2012: $56,000 lower). Credit risk The Group has no significant concentrations of credit risk from operating activities and has policies in place to ensure that transactions are made with commercial customers with an appropriate credit history. Treasury assesses the credit strength of potential financial counterparties using objective ratings provided by multiple independent rating agencies. Board approved limit allocation rules ensure higher limits are granted to higher rated counterparties. The Group also seeks to mitigate its total credit exposure to counterparties by only dealing with credit worthy counterparties, limiting the exposure to any one counterparty, minimising the size of the exposure where possible through netting offsetting exposures, diversifying exposures across counterparties, closely monitoring changes in total credit exposures and changes in credit status, and taking mitigating action when necessary. Liquidity risk The Group maintains sufficient cash to maintain short-term flexibility and enable the Group to meet financial commitments in a timely manner. Treasury assesses liquidity over the short term (up to 12 months) and medium term (1 - 5 years) by maintaining accurate forecasts of operating expenses, committed capital expenditure and payments to security holders. Long term liquidity requirements are reviewed as part of the annual strategic planning process. Short term liquidity is managed by maintaining a strategic liquidity reserve. This reserve is based on the Group's forecast annual operating costs and certain risk exposure scenarios as maintained by the Group's strategic risk register, and is maintained as cash. The reserve is maintained on a rolling 12 month basis. Medium term liquidity forecasting is maintained on a 5 year horizon. 348 TRANSURBANTransurban International Limited Notes to the consolidated financial statements 30 June 2013 (continued) 31 Financial risk management (continued) Liquidity risk (continued) Maturities of financial liabilities The tables below analyse the Group’s financial contractual maturities. liabilities into relevant maturity groupings based on their The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant. Contractual maturities of financial liabilities At 30 June 2013 Non-derivatives Non-interest bearing Fixed rate Total non-derivatives 1 year or less $'000 Over 1 to 2 years $'000 Over 2 to 3 years $'000 Over 3 to 4 years $'000 Over 5 years $'000 Total contractual cash flows $'000 Carrying amount (assets)/ liabilities $'000 7,968 543,427 551,395 - - - - - - - - - - - - 7,968 543,427 551,395 7,968 513,151 521,119 At 30 June 2012 1 year or less Over 1 to 2 years Over 2 to 3 years Over 3 to 4 years Over 5 years Total contractual cash flows Carrying amount (assets)/ liabilities $'000 $'000 $'000 $'000 $'000 $'000 $'000 Non-derivatives Non-interest bearing Fixed rate Total non-derivatives 10,481 255,079 265,560 - - - - - - - - - - - - 10,481 255,079 265,560 10,481 240,868 251,349 There is no liquidity risk exposure to the Group in the current or prior periods other than as shown above. 349 ANNUAL REPORT 2013Transurban International Limited Directors' declaration 30 June 2013 In the Directors' opinion: (a) the financial statements and notes set out on pages 296 to 349 are in accordance with the Corporations Act 2001, including: (i) (ii) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and giving a true and fair view of the Group's financial position as at 30 June 2013 and of its performance for the year ended on that date, and (b) there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable. Note 1(a) confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board. The Directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required by section 295A of the Corporations Act 2001. This declaration is made in accordance with a resolution of the Directors. Lindsay Maxsted Director Scott Charlton Director Melbourne 1 August 2013 350 TRANSURBANIndependent auditor’s report to the members of Transurban International Limited Report on the financial report We have audited the accompanying financial report of Transurban International Limited (the Company), which comprises the balance sheet as at 30 June 2013, and the income statement, the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the directors’ declaration for the Transurban International Limited Group (the Group). The Group comprises 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 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements 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 and fair presentation of the financial report 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. Our procedures include reading the other information in the Annual Report to determine whether it contains any material inconsistencies with the financial report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. PricewaterhouseCoopers, ABN 52 780 433 757 Freshwater Place, 2 Southbank Boulevard, Southbank, GPO Box 1331L, MELBOURNE VIC 3001 DX 77 Melbourne, Australia T +61 3 8603 1000, F +61 3 8603 1999, www.pwc.com.au Liability limited by a scheme approved under Professional Standards Legislation. 351 ANNUAL REPORT 2013 Auditor’s opinion In our opinion: (a) the financial report of Transurban International Limited is in accordance with the Corporations Act 2001, including: (i) (ii) giving a true and fair view of the Group’s financial position as at 30 June 2013 and of its performance for the year ended on that date; and complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and (b) the financial report and notes also comply with International Financial Reporting Standards as disclosed in Note 1. Report on the Remuneration Report We have audited the remuneration report included in pages 263 to 292 of the directors’ report for the year ended 30 June 2013. 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 Australian Auditing Standards. Auditor’s opinion In our opinion, the remuneration report of Transurban International Limited for the year ended 30 June 2013, complies with section 300A of the Corporations Act 2001. PricewaterhouseCoopers Chris Dodd Partner Melbourne 1 August 2013 352 TRANSURBAN Security holder information The security holder information set out below was applicable as at 9 August 2013. Distribution of stapled securities The number of holders of stapled securities, which comprise one share in Transurban Holdings Limited, one share in Transurban International Limited and one unit in Transurban Holding Trust, was 60,340. The voting rights are one vote per stapled security. The percentage of total holdings held by or on behalf of the 20 largest holders of these securities was 79.70 per cent. The distribution of holders was as follows: Security grouping Total holders Stapled securities 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 - 999,999,999 Total 20,669 28,465 7,026 3,961 219 60,340 8,302,075 72,610,129 50,653,877 86,358,513 1,263,670,224 1,481,594,818 There were 3,829 holders of less than a marketable parcel of stapled securities. There were 1,481,594,818 stapled securities on issue. 20 largest holders of stapled securities % of issued stapled securities 0.56 4.90 3.42 5.83 85.29 100.00 Name HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED NATIONAL NOMINEES LIMITED J P MORGAN NOMINEES AUSTRALIA LIMITED CITICORP NOMINEES PTY LIMITED CITICORP NOMINEES PTY LIMITED JP MORGAN NOMINEES AUSTRALIA LIMITED BNP PARIBAS NOMS PTY LTD AUSTRALIAN FOUNDATION INVESTMENT COMPANY LIMITED AMP LIFE LIMITED RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED UBS WEALTH MANAGEMENT AUSTRALIA NOMINEES PTY LTD BNP PARIBAS NOMINEES PTY LTD UBS NOMINEES PTY LTD RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED ARGO INVESTMENTS LIMITED QIC LIMITED C/- NATIONAL NOMINEES LIMITED AUSTRALIAN UNITED INVESTMENT COMPANY LIMITED HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED DIVERSIFIED UNITED INVESTMENT LIMITED BOND STREET CUSTODIANS LIMITED Number of stapled securities held 378,043,496 % of issued stapled securities 25.52 330,177,733 213,991,295 75,824,297 37,510,142 31,209,496 31,086,223 16,025,348 11,678,356 10,714,906 10,393,299 7,925,596 6,222,426 3,474,714 3,311,375 2,838,620 2,800,000 2,632,706 2,572,727 2,470,974 22.29 14.44 5.12 2.53 2.11 2.10 1.08 0.79 0.72 0.70 0.53 0.42 0.23 0.22 0.19 0.19 0.18 0.17 0.17 Total 1,180,903,729 79.70 Substantial holders Substantial security holders as at 9 August 2013 were as follows: Name TREASURY GROUP UNISUPER RARE INFRASTRUCTURE FUTURE FUND BOARD OF GUARDIANS COMMONWEALTH BANK OF AUSTRALIA Number of stapled securities held 123,924,947 125,814,397 102,126,158 85,434,602 83,112,045 % of issued stapled securities 8.50 8.49 7.00 5.77 5.61 353 ANNUAL REPORT 2013 This page has been left blank intentionally. 354 TRANSURBANThis page has been left blank intentionally. 355 ANNUAL REPORT 2013This page has been left blank intentionally. 356 TRANSURBANANNUAL REPORT ENQUIRIES Corporate Governance Statement Financial Statements Transurban Holdings Limited and Controlled Entities Transurban Holding Trust and Controlled Entities 1 10 149 Transurban International Limited and Controlled Entities 248 Security Holder Information 353 ENQUIRIES ABOUT YOUR TRANSURBAN STAPLED SECURITIES The stapled securities register is maintained by Computershare Investor Services Pty Ltd. If you have a question about your Transurban securities or distributions please contact: COMPUTERSHARE Yarra Falls 452 Johnston Street Abbotsford, Victoria 3067 Australia Mail The Registrar Computershare Investor Services Pty Ltd GPO Box 2975 Melbourne, Victoria 3001 Australia Phone (Australia ) 1300 555 159 (Overseas) +61 3 9415 4062 TRANSURBAN GROUP AUSTRALIA Melbourne (Head Office) Level 3, 505 Little Collins Street Melbourne, Victoria 3000 Australia Phone +61 (0)3 8656 8900 Sydney Level 5, 50 Pitt Street Sydney, NSW 2000 Australia UNITED STATES Washington DC Area 6440 General Green Way Alexandria VA 22312 United States of America Phone +1 571 419 6100 Annual_Report2008_Cover.indd 4-6 16/08/13 12:38 PM ANNUAL REPORT 2013 T R A N S U R B A N A N N U A L R E P O R T 2 0 1 3 transurban.com Annual_Report2008_Cover.indd 1-3 16/08/13 12:38 PM 

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