TRANSURBAN DISCLAIMER This publication is prepared by the Transurban Group comprising Transurban Holdings Limited (ACN 098 143 429), Transurban Holding Trust (ARSN 098 807 419) and Transurban International Limited (ACN 121 746 825). The responsible entity of Transurban Holding Trust is Transurban Infrastructure Management Limited (ACN 098 147 678) (AFSL 246 585). No representation or warranty is made as to the accuracy, completeness or correctness of the information contained in this publication. To the maximum extent permitted by law, none of the Transurban Group, its Directors, employees or agents or any other person, accept any liability for any loss arising from or in connection with this publication including, without limitation, any liability arising from fault or negligence, or make any representations or warranties regarding, and take no responsibility for, any part of this publication and make no representation or warranty, express or implied, as to the currency, accuracy, reliability, or completeness of information in this publication. The information in this publication does not take into account individual investment and financial circumstances and is not intended in any way to influence a person dealing with a financial product, nor provide financial advice. It does not constitute an offer to subscribe for securities in the Transurban Group. Any person intending to deal in Transurban Group securities is recommended to obtain professional advice. UNITED STATES These materials do not constitute an offer of securities for sale in the United States, and the securities referred to in these materials have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. © Copyright Transurban Limited ABN 96 098 143 410. All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, without the written permission of the Transurban Group. 2 TRANSURBAN SNAPSHOT AUSTRALIA’S LARGEST PRIVATELY OWNED TOLL ROAD OPERATOR • • • • Transurban is Australia’s largest privately owned toll road operator o ownership interests in 15 toll road assets (13 Australia, 2 US)1 o urban toll road networks in areas of congested traffic o demonstrated strong and resilient traffic volumes over time Long-term concessions o weighted-average length of c. 29.9 years o embedded inflation protection for Australian assets Ranked 13th on the ASX, with a market capitalisation of A$22.4Bn as at 9 September 2016 Senior debt ratings of: o Baa1 (stable) (Moody’s) o BBB+ (stable) (S&P) o A- (stable) (Fitch) LONG-LIFE TOLL ROAD NETWORKS ESSENTIAL URBAN INFRASTRUCTURE EMBEDDED INFLATION PROTECTION FOR AUSTRALIAN ASSETS COMMITTED TO STRONG INVESTMENT GRADE CREDIT METRICS 1. Operates 15 toll roads under 14 Concession Agreements — Gateway and Logan toll roads in Queensland operate under a single concession. 3 STRATEGY To be the partner of choice with governments providing effective and innovative urban road infrastructure utilising core capabilities Network planning / forecasting Community engagement Development / delivery Technology Operations Customer management 4 MULTI-LAYERED BUSINESS 1. Estimated spend reflects 100% of the total project cost not Transurban’s share. 2. As the 66 Express Lanes is a competitive process, and the 95 Express Lanes Atlantic Gateway Project is in early negotiations, these projects have not been included in Transurban’s $9 billion development pipeline. 5 TRANSURBAN OPERATES IN A REGULATED ENVIRONMENT CONCESSION DEEDS INDEPENDENT REGULATION LIGHT HANDED MONITORING Example industries Toll roads Utilities including electricity, water, gas Airports, railway and some ports Pricing freedoms Australian tolls fixed from date of concession with defined escalation. Other charges are set out in concession deeds, legislation or agreed with client (cost recovery) Prices reset periodically (around every five years) to allow agreed return hurdles to be met based upon a regulated asset base Price monitoring by the ACCC. Commercial arrangements with users renegotiated periodically Customer choice Road users have alternatives including non-tolled roads and other modes of transport Choice at retailer level but monopolies around distribution infrastructure Limited alternatives for consumers and users (airlines, shipping lines) Volume risk Demand risk borne by toll road owner, including shortfalls in revenue or higher than anticipated costs Prices can be adjusted annually to allow costs to be covered and margin earned even if volumes fall Price reset is a commercial negotiation which covers cost recovery, volumes and returns 6 NETWORK OVERVIEW HISTORY 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 CityLink M1-CityLink Upgrade CityLink-Tulla Widening Hills M2 Hills M2 Upgrade M7 ED & M5 1 M5 Widening Cross City Tunnel Gateway, Logan, Clem7 & GBB Legacy Way 2 2 AirportLinkM7 495 Express Lanes 95 Express Lanes Transurban D&C projects – road opening date Acquired Upgrade project 1 2 Acquired as part of takeover bid of Sydney Roads Group Acquisition of Queensland Motorways SYDNEY NETWORK INTEGRAL PART OF SYDNEY’S ORBITAL RING ROAD OVERVIEW / HIGHLIGHTS • Six operational toll roads representing 41% of proportional FY16 toll revenue • Hills M2, Lane Cove Tunnel and the Cross City Tunnel are wholly owned; Eastern Distributor, Westlink M7 and M5 are partially owned alongside other investors • Remaining life under the concession agreements ranges from 10 years to 32 years • Network investments on Hills M2 and M5 across FY11-15 have delivered enhanced traffic flows • NorthConnex (50% owned by Transurban) currently under construction KEY STATISTICS – NEW SOUTH WALES Sydney population (2015)1 1. 2. 3. 4. 5. 6. Australian Bureau of Statistics, catalogue 3218 Regional Population Growth, June 2015. Australian Bureau of Statistics , catalogue 5220 Australian National Accounts: State Accounts, 2014-15. Australian Bureau of Statistics, catalogue 9309 Motor Vehicle Census, January 2016. Average Daily Trips are calculated by dividing the total number of trips on each toll road by the number of days in the period. A trip represents a vehicle passing through a designated toll point on the relevant toll road, with the exception of Westlink M7 where one trip represents a vehicle passing under two toll points on the relevant toll road. Toll revenue includes service and fee revenue. EBITDA margins are calculated using toll revenue including service and fee revenue. Gross State Product growth (2005 - 2015)2 Number of vehicles (2016)3 HISTORICAL DATA 4.9m FY14 FY15 FY16 CAGR (%) Traffic (ADT)4 ‘000 543 581 625 7.3 Proportional toll revenue5 A$m 580 702 799 17.4 Proportional EBITDA A$m 466 558 637 16.9 % 80.3 79.6 79.7 n/a 2.0% 5.4m EBITDA margin6 9 MELBOURNE NETWORK MELBOURNE’S CRITICAL URBAN TOLL ROAD OVERVIEW / HIGHLIGHTS 1. 2. 3. 4. 5. 6. Australian Bureau of Statistics, catalogue 3218 Regional Population Growth, June 2015. Australian Bureau of Statistics , catalogue 5220 Australian National Accounts: State Accounts, 2014-15. Australian Bureau of Statistics, catalogue 9309 Motor Vehicle Census, January 2016. Average Daily Trips are calculated by dividing the total number of trips on each toll road by the number of days in the period. A trip represents a vehicle passing through a designated toll point on the relevant toll road, with the exception of Westlink M7 where one trip represents a vehicle passing under two toll points on the relevant toll road. Toll revenue includes service and fee revenue. EBITDA margins are calculated using toll revenue including service and fee revenue. • Transurban’s largest single asset, 34% of proportional FY16 toll revenue • Urban toll road forms part of Melbourne’s most important traffic corridor • Long track record; operational since 1999 with the concession to 2035 • Wholly owned by Transurban with no external asset level debt • Creditors have direct security over CityLink • Proposal for Western Distributor in Stage 4 negotiations with State Government FY14 FY15 FY16 CAGR (%) ‘000 793 816 824 1.9 Toll revenue5 A$m 570 615 660 7.6 EBITDA A$m 469 523 564 9.7 % 82.3 85.0 85.5 n/a KEY STATISTICS – VICTORIA HISTORICAL DATA Melbourne population (2015)1 4.5m Traffic (ADT)4 Gross State Product growth (2005 – 2015)2 2.1% Number of vehicles (2016)3 4.7m EBITDA margin6 10 BRISBANE NETWORK HIGH QUALITY, STRATEGIC NETWORK OVERVIEW / HIGHLIGHTS • Six toll roads representing 16% of proportional FY16 toll revenue • Transurban Queensland acquired in July 2014 • Transurban owns a 62.5% interest in Transurban Queensland alongside Australian Super (25%) and Abu Dhabi Investment Authority (12.5%) • Financial close was reached on the acquisition of AirportlinkM7 on 1 April 2016 • Concession agreement life ranges from 35 years to 49 years • Integration is progressing well and expected to be completed by 2018 KEY STATISTICS – QUEENSLAND Brisbane population (2015)1 1. 2. 3. 4. 5. 6. Australian Bureau of Statistics, catalogue 3218 Regional Population Growth, June 2015. Australian Bureau of Statistics , catalogue 5220 Australian National Accounts: State Accounts, 2014-15. Australian Bureau of Statistics, catalogue 9309 Motor Vehicle Census, January 2016. Average Daily Trips are calculated by dividing the total number of trips on each toll road by the number of days in the period. A trip represents a vehicle passing through a designated toll point on the relevant toll road, with the exception of Westlink M7 where one trip represents a vehicle passing under two toll points on the relevant toll road. Toll revenue includes service and fee revenue. EBITDA margins are calculated using toll revenue including service and fee revenue. Gross State Product growth (2005 - 2015)2 Number of vehicles (2016)3 HISTORICAL DATA 2.3m FY14 FY15 FY16 CAGR (%) Traffic (ADT)4 ‘000 295 303 343 7.8 Proportional toll revenue5 A$m n/a 265 313 18.1 Underlying proportional EBITDA A$m n/a 185 218 17.8 % n/a 69.6 69.9 n/a 3.1% 3.9m EBITDA margin6 11 GREATER WASHINGTON AREA NETWORK STRATEGICALLY LOCATED ON CONGESTED CORRIDOR OVERVIEW / HIGHLIGHTS 1. 2. 3. 4. 5. 6. 7. United States Census Bureau Bureau of Economic Analysis Virginia Department of Motor Vehicles The Transurban Group transferred Pocahontas 895 to the non-recourse lenders of the asset in May 2014 Average Daily Trips are calculated by dividing the total number of trips on each toll road by the number of days in the period. A trip represents a vehicle passing through a designated toll point on the relevant toll road, with the exception of 495 Express Lanes and 95 Express Lanes where one trip represents a vehicle passing under two toll points on the relevant toll road. Toll revenue includes service and fee revenue. EBITDA margins are calculated using toll revenue including service and fee revenue. • Two wholly owned toll road assets representing 9% of proportional FY16 toll revenue • 495 Express Lanes opened in November 2012 and the 95 Express Lanes opened in December 2014 • Concessions to 2087 • High occupancy toll (HOT) lanes • Dynamic tolling (no contractual toll price limits) KEY STATISTICS – VIRGINIA HISTORICAL DATA4 Population (2015)1 8.4m Traffic (ADT)5 Gross State Product growth (2005 - 2015)2 2.1% Number of vehicles (2015)3 CAGR FY14 FY15 FY16 ‘000 31 75 85 65.6 Proportional toll revenue6 A$m 35 75 174 123.0 Proportional EBITDA A$m 7 33 86 250.5 19.5 43.4 49.5 n/a (%) 8.0m EBITDA margin7 % 12 Corridor demand driven by population and employment growth, land use and network capacity constraints GWA EXPRESS LANES: AVERAGE WEEKDAY REVENUE 350 REVENUE ($’000) FUNDAMENTALS 300 95 EXPRESS LANES 250 200 150 495 EXPRESS LANES 100 50 0 Sep-12 INCREMENTAL CONSIDERATIONS Express Lanes demand driven by general purpose lane congestion, trip purpose and user familiarity Higher demand leads to increased average toll price Sep-13 Sep-14 Sep-15 Sep-16 495 EXPRESS LANES: CONSISTENT TRENDS YEAR ON YEAR REVENUE ($’000) EXPRESS LANES TOLL ROADS INTERPRETING EXPRESS LANES’ PERFORMANCE 300 FY16 250 200 FY15 150 FY14 100 FY13 50 0 Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun 13 LENS FOR CONSIDERING FUTURE MARKETS Demographics NETWORK POTENTIAL IN NORTH AMERICA’S MOST CONGESTED CITIES 50% Individuals’ propensity to pay tolls 40% San Francisco Vancouver Congestion level Government readiness / willingness for PPP Greater Washington Area (GWA) Seattle 30% Los Angeles Toronto Miami Orlando Chicago Houston 20% Denver Dallas-Fort Worth Boston 10% Charlotte Bubble size represents network potential San Antonio Network potential Norfolk / VA Beach 0% 0 5 10 Population (millions) 15 20 Source: Tom Tom 2014 Data 14 PROJECT PIPELINE FY17 FY18 COMMITTED PROJECTS1 FY19 FY20 FY21 FY22 NORTHCONNEX ($1.3 billion) CITYLINK TULLA WIDENING ($1.0 billion) WEBB DOCK ACCESS MONASH FREEWAY UPGRADE2 ($3.5 - $4.0 billion) WESTERN DISTRIBUTOR EXCLUSIVE NEGOTIATIONS1,2 LOGAN ENHANCEMENT PROJECT ($281 million) INNER CITY BYPASS ($50 million)3 395 EXPRESS LANES (US$250 - $300 million) 95 EXPRESS LANES SOUTHERN EXTENSION (US$25 million) 95 EXPRESS LANES ATLANTIC GATEWAY PROJECT4 COMPETITIVE BIDS2 TRANSURBAN ESTIMATED ANNUAL CAPITAL CONTRIBUTION1,4 1. 2. 3. 4. 66 EXPRESS LANES4 $0.9B $1.6B $1.5B $1.2B $0.8B $0.2B Estimated spend reflects Transurban’s proportion of the total project cost. Final funding requirement subject to confirmation of project scope and/or competitive procurement process and extent of government funding. ICB project cost of $80 million as per media release from Brisbane City Council on 17 June 2016. As the 66 Express Lanes is a competitive process, and the 95 Express Lanes Atlantic Gateway Project is in early negotiations, these projects have not been included in Transurban’s estimated annual capital contribution. 15 LONG-TERM VALUE CREATION REMAINING CONCESSION LIFE CONCESSION EXTENSIONS 80 M5 WEST WIDENING M5 3.3 years to 2026 QUEENSLAND MOTORWAYS ACQUISITION Gateway Logan Clem7 GBB 37 years 37 years 37 years 49 years CITYLINK TULLA WIDENING CityLink 1 year to 2035 M2 2.1 years to 2048 M7 11.4 years to 2048 LCT 11.5 years to 2048 95 EXPRESS LANES PROJECT 95 Express Lanes 73 years to 2087 AIRPORTLINKM7 ACQUSITION AirportlinkM7 37 years to 2053 70 60 50 40 29.9 years 30 20 10 0 NORTHCONNEX PROJECT Remaining Concession Years Weighted Avg Concession Life to 2051 to 2051 to 2051 to 2063 16 RESILIENCE OF TRANSURBAN ROADS 17 FINANCIAL OVERVIEW CAPITAL MANAGEMENT STRATEGY CONSISTENTLY GROWING DISTRIBUTIONS EFFICIENTLY FUND GROWTH MAINTAIN STRONG INVESTMENT GRADE CREDIT METRICS COST EFFICIENT FUNDING THROUGH MARKET CYCLES 19 CONSISTENT GROWTH IN DISTRIBUTIONS ■ ACTUAL GROWTH DRIVERS ■ GUIDANCE • Strong underlying network traffic • Embedded price escalation across concessions • Operational efficiencies across technology, operations and maintenance Compound annual growth of greater than 10% since FY09 (inclusive of FY17 guidance) 22.0 22.0₵₵ 24.0 24.0 ₵ ₵ 27.0₵ 29.5₵ 31.0₵ 35.0₵ 40.0₵ 45.5₵ 50.5₵ • Traffic uplift from development projects o improved traffic flows in key corridors 1. FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16 $281M $324M $389M $429M $456M $594M $764M $901M FY17 o toll price adjustments AMOUNT DISTRIBUTED1 Total amount distributed inclusive of DRP. 20 CAPITAL MANAGEMENT STRATEGY STRONG METRICS (30 JUNE 2016) Weighted average maturity Weighted average cost of AUD debt 8.7 years 5.2% CORPORATE CREDIT RATINGS FUNDING STRATEGY Moody’s • Diversify where pricing is favourable S&P’s Fitch Weighted average cost of USD debt Gearing (proportional debt to enterprise value)1 FFO/Debt2 1. 2. 4.3% 33.3% Baa1 (stable) BBB+ (stable) • Maintaining adequate liquidity A- (stable) • Extend average tenor of debt • Minimise refinance risk by ensuring spread of debt maturities over time 8.6% Proportional drawn debt in AUD, CAD, CHF, Euro and USD debt converted at the hedged rate where cross currency swaps are in place. Unhedged USD debt converted at the spot exchange rate ($0.7426 at 30 June 2016). The security price was $11.99 at 30 June 2016 with 2,036 million securities on issue at 30 June 2016. Based on S&P methodology. The impact of AirportlinkM7 has been annualised. Unadjusted FFO/Debt is 8.3% and on a cash tax basis FFO/Debt is 8.0% (AirportlinkM7 annualised). 21 CORPORATE DEBT MATURITIES BY FINANCIAL YEAR – AS AT 30 JUNE 2016 2,000 1,800 1,600 Working Capital Facilities Term Bank Debt USPP AMTN EMTN 144A Letters of Credit A$ MILLION 1,400 1,200 743 1,000 800 4 600 300 400 60 133 200 350 165 300 233 809 254 833 240 300 219 206 218 FY020 FY21 FY22 706 94 FY17 FY18 FY19 FY23 FY24 FY25 FY26 FY27 FY28 FY29 FY30 FY31 FY32-41 FY42+ 1. Debt is shown in the financial year in which it matures. 2. Debt values are in AUD as at 30 June 2016. CAD, Euro and USD debt are converted at the hedged rate where cross currency swaps are in place. 3. Unhedged USD debt is converted to AUD at the spot exchange rate ($0.7426 at 30 June 2016). 22 NON-RECOURSE DEBT MATURITIES BY FINANCIAL YEAR – AS AT 30 JUNE 2016 1,800 80 1,600 73 1,400 525 520 A$ MILLION 1,200 350 405 800 Westlink M7 Cross City Tunnel M5 South Western Motorway Lane Cove Tunnel 495 Express Lanes 160 1,312 300 90 400 200 15 750 603 495 98 250 279 FY19 FY20 FY21 200 116 108 FY18 40 60 225 475 277 FY17 429 85 77 225 600 Eastern Distributor Hills M2 95 Express Lanes 303 1,000 Transurban Queensland (incl AirportlinkM7) FY22 FY23 FY24 200 203 FY25 FY26 406 302 FY27 FY28 200 FY29 FY30 FY31 326 FY32-41 FY42+ 1. The full value of debt facilities is shown as this is the value of debt for refinancing purposes. This overstates Transurban’s ownership share of the debt. 2. Debt is shown in the financial year in which it matures. 3. Debt values are in AUD as at 30 June 2016. CHF and USD debt are converted at the hedged rate where cross currency swaps are in place. 4. The A$303 million maturing in FY21 are part of the 495 Express Lanes senior bonds maturing in FY48. This tranche will be refinanced as per the financing structure agreed with the sole holder, J.P. Morgan. 5. 95 Express Lanes and 495 Express Lanes maturities show final maturity dates. 23 HEDGING PROFILE1 • 99% hedged as at 30 June 2016 • Refinances are managed early 14,000 GWA Brisbane Sydney Corporate Fixed 12,000 10,000 A$ MILLION • Hedge tenor is matched to the tenor of debt on 98%2 of drawn debt 16,000 8,000 6,000 4,000 2,000 FY16 FY18 FY20 FY22 FY24 FY26 FY28 FY30 FY32 FY34 FY36 FY38 FY40 FY42 FY44 FY46 FY48 1. Calculated on the full value of drawn debt including 100% of non-recourse drawn debt. Non AUD debt is converted at the hedged rate where cross currency swaps are in place. Unhedged USD debt is converted at the spot exchange rate ($0.7426 at 30 June 2016). 2. A$62 million drawn working capital maturing in FY18 is unhedged. A$303 million PAB for 495 Express Lanes maturing in FY48 and are hedged to FY28. 24 POSITIONING FOR THE FUTURE TECHNOLOGY AND CUSTOMER STRATEGY TOLLING TECHNOLOGY ROADSIDE SERVICES CENTRAL BACK OFFICE SERVICES (GLIDe) (PHYSICAL INFRASTRUCTURE) ASSET SERVICES DATA CAPTURE Identifies the vehicle/eTAG Records characteristics of the trip Transfers trip data for processing TRIP CONSTRUCTION Vehicle trip construction and pricing Licence plate recognition TOLL COLLECTION Links trip to customer account Integrates with external toll road providers and retailers RETAIL SERVICES CUSTOMER MANAGEMENT Customer account management Tag management Account payments Enforcement processing 26 SIGNIFICANT OPPORTUNITIES EMERGING THROUGH TECHNOLOGY TECHNOLOGY • Road network pricing opportunities • Efficient road network operations • Optimised traffic management • Expanded customer interfaces 27 NETWORK MANAGEMENT OPPORTUNITIES BENEFIT S NOW MEDIUM TERM LONG TERM ROADSIDE MEASURES SHIFT TO SMART VEHICLES DRIVERLESS VEHICLES • Variable speed signs • Internet-connected vehicles • • Lane use management • Accurate vehicle tracking • Over height detection • • Weight-in-motion sensors Real-time communication with drivers Driverless vehicles communicating with centralised systems • • Effective traffic control Reduced damage to infrastructure Improved road safety • New road user pricing models Improved traffic management Richer data and analytics Integrated road user experience • Increased utilisation of road assets Optimisation of traffic flows Resulting in increased network capacity and more efficient travel times • • • • • • 28 PREPARING FOR TECHNOLOGY ADVANCES Technology advances impacting capacity: Connected and autonomous vehicles (CAVs) Vehicle platooning Designated lanes Potential for 10-25% increase in motorway capacity by 2030s Vehicle platooning Safety benefits from reduced human error Potential to double capacity in dedicated CAV lanes Dedicated lanes for CAVs 29 POSITIVE IMPACT ON ROAD CAPACITY Combination of CAVs and infrastructure connectivity to increase throughput TYPICAL WORKDAY PROFILE Potential technology enabled capacity Current capacity CONCEPTUAL / ILLUSTRATIVE Technology enabled throughput Theoretical throughput Current throughput 30 IMPROVING CUSTOMER EXPERIENCE FOR NONACCOUNT HOLDERS Improving the transition to account holders and streamlining the enforcement process: First time fee waiver program Campaigns to convert non-account customers More than 95% of infringement recoveries retained by State/Council Authority in Australia Proactive outbound communications to customers Innovating through partnerships In the USA, Transurban manages penalty and court process and collects and retains the majority of enforcement recoveries 31 EXPANDING CUSTOMER BASE Transurban has an Australian customer base of over 3 million customers and a US1 customer base of 3.5 million customers 30% CORPORATE CUSTOMERS Travel time savings, performance reporting, partnerships 95% of customers are account holders 70% 5% of customers have no arrangement and require additional services / enforcement Focus on transitioning to account holders and streamlining enforcement RETAIL CUSTOMERS Apps, self serve, travel time savings 1. US Customer Base based on cumulative unique transponders used on the assets. 32 DEVELOPMENT OPPORTUNITIES NEXT GENERATION DEVELOPMENT OPPORTUNITIES SYDNEY NEXT GENERATION DEVELOPMENT OPPORTUNITIES MELBOURNE NEXT GENERATION DEVELOPMENT OPPORTUNITIES BRISBANE NEXT GENERATION DEVELOPMENT OPPORTUNITIES GREATER WASHINGTON AREA APPENDIX TOLL ROAD OPERATIONS BUILD OPERATE MAINTAIN Opportunity for development identified or Government initiates a tender process for a particular project Collection of tolls from customers Concession deeds state that Transurban must maintain the asset Proposal developed - considering geography, feasibility, community engagement, technical issues, cost and potential funding sources All tags in Australia must work on all other toll roads Maintenance is recurring and non-recurring, generally cyclical, depending on wear and tear Proposal submitted to government and details negotiated Customers can have an account with any tag retailer (Transurban or external) Annual recurring maintenance includes: line marking, road sweeping. Expensed directly to P&L If accepted, Transurban appoints a D&C (design & construct) contractor to construct the asset. Daily, each retail company logs into a secure hub to swap details of customer trips owing and receivable from each other Non-recurring (major) maintenance includes: surface re-sheeting, structural works Maintenance provision raised and expensed to P&L. Upon completion, Transurban takes delivery of the road and commences operations Provision raised to reflect the level of wear and tear on the road at a given point in time 39 STAPLED STRUCTURE TRANSURBAN HOLDINGS LIMITED (THL) TRANSURBAN HOLDING TRUST (THT) • The listed Transurban Group (TCL) comprises of three separate legal entities – THL, THT and TIL. • Each equity security comprises one share in THL, one unit in THT and one share in TIL. • The individual securities within each stapled security cannot be traded separately. • THL has been identified as the parent entity of the stapled group, in accordance with accounting standards. TRANSURBAN INTERNATIONAL LIMITED (TIL) PURPOSE OF STAPLE: • Large initial capital investment and debt funding required for infrastructure development leads to accounting losses during the early years of the project (due to amortisation) which prevents payment of dividends. • The majority of the Australian operating assets are structured as a Company and a Trust. • Trusts allow regular distributions to be made to investors in the early years. Each operating Transurban asset Trust pays distributions to THT which then distributes to investors. • Regular distributions allow a stapled structure to efficiently access equity and debt markets. • Stapled structures are generally used for infrastructure assets which required large upfront capital investment. 40 SUMMARISED GROUP STRUCTURE TRANSURBAN HOLDINGS LIMITED (THL) CORPORATE ENTITIES 100% owned Including: Employing entity Financing entity Trustee entities Not consolidated equity accounting Consolidated 75.1% 1. 2. 3. TRANSURBAN HOLDING TRUST (THT) ROAD/OPERATING ENTITIES OTHER ENTITIES ROAD/OPERATING ENTITIES CORPORATE ENTITIES Holding entity employing US-based staff Companies operating and maintaining roads Trusts holding asset and financing Transurban Finance Trust CityLink Melbourne Limited CityLink Trust Westlink Partner Holding entities Hills Motorway Limited (M2) Hills Motorway Trust (M2) Transurban DRIVe Holdings LLC 100% LCT MRE Pty Limited (LCT) LCT MRE Trust (LCT) Capital Beltway Express LLC 100% Transurban CCT P/L (CCT) Transurban CCT Trust (CCT) 95 Express Lanes LLC 100% Airport Motorway Limited (ED) Airport Motorway Trust (ED) 62.5% Queensland Motorways Pty Ltd 62.5% Transurban Queensland Holdings 1 P/L 2 62.5% APL Co Pty Limited TQ APL Asset Trust 50.0% NorthWestern Roads GroupPty Limited3 NorthWestern Roads Group Trust3 50.0% TRANSURBAN INTERNATIONAL LIMITED (TIL) 1 Interlink Roads Pty Limited (M5) Built, operates and maintains road, and has own borrowings. Funding from non recourse borrowings. Includes Logan Motorway and Gateway Motorway Includes Go Between Bridge, Clem 7 and Legacy Way Includes Westlink M7 and NorthConnex Transurban Queensland Property Trust OPERATING ASSET PORTFOLIO OVERVIEW CITYLINK M5 M2 ED M7 NORTHCONNEX LCT CCT Melbourne Sydney Sydney Sydney Sydney Sydney Sydney Sydney Aug 2005 Opening date Dec 2000 Aug 1992 May 1997 Dec 1999 Dec 2005 Under Construction Mar 2007 Remaining concession period 19 years 10 years 32 years 32 years 32 years 28 years1 32 years 19 years Concession end date Jan 2035 Dec 2026 Jun 2048 Jul 2048 Jun 2048 Jun 2048 Jun 2048 Dec 2035 22km in 2 sections 22km 21km 6km 40km 9km 3.8km 2.1km Length – surface 16.8km 22km 20.4km 4.3km 40km – 0.3km 0 km Length – tunnel 5.2km – 0.6km 1.7km – 9km 3.5km 2x2 2x3 some sections 2.1km 2x2 2x3 some ramp sections PHYSICAL DETAILS Length – total Lanes 2x4 in most sections 2x3 2x3 2x3 2x2 some sections 2x2 2x2 100% 50% 100% 75.1% 50% 50% 100% 100% 34.0% 6.4% 13.1% 8.8% n/a 4.6% 3.1% A$660m A$125m A$170m n/a A$89m A$60m OWNERSHIP TCL ownership FINANCIAL % of proportional FY16 group toll revenue2 FY16 proportional toll revenue A$255m 4.9% A$95m TOLLING Truck multiplier 1. 2. 3. 4. LCV: 1.6x HCV: 1.9x (3x)3 2.79x (3x)4 3x 2x 2.33x (3x)4 3x 2.67x (3x)4 Concession period from expected opening date late 2019. Transurban's proportional share of asset toll revenue relative to Transurban's total proportional toll revenue (in Australian dollars) for the financial year ended 30 June 2016. HCV multiplier to increase on 1 April 2017. Truck toll multiplier at 30 June 2016. Multiplier gradually increasing to 3 times cars. Multiplier to reach 3 times cars on M5 on 1 October 2016 and the M7 and LCT on 1 January 2017. 2x OPERATING ASSET PORTFOLIO GATEWAY MOTORWAY LOGAN MOTORWAY CLEM7 GO BETWEEN BRIDGE LEGACY WAY AIRPORTLINKM7 495 EXPRESS LANES2 95 EXPRESS LANES2 OVERVIEW Brisbane Brisbane Brisbane Brisbane Brisbane Brisbane Greater Washington Area Greater Washington Area Opening date Dec 1986 Dec 1988 Mar 2010 Jul 2010 Jun 2015 Jul 2012 Nov 2012 Dec 2014 Remaining concession period 35 years 35 years 35 years 47 years 49 years 37 years 71 years 71 years Concession end date Dec 2051 Dec 2051 Aug 2051 Dec 2063 Jun 2065 Jun 2053 Dec 2087 Dec 2087 Length – total 23.1km 38.71 km 6.8km 0.3km 5.7km 6.7km 22km 46.6km Length – surface 23.1km 38.71 km 2.0km 0.3km 1.1km 1.0km 22km 46.6km 4.8km – 4.6km 5.7km – – 2x2 2x2 2x3 2x2 HOT lanes 2 and 3 reversible HOT lanes PHYSICAL DETAILS Length – tunnel Lanes – – 6,8 and 10 (various) 12 Gateway Bridge 2x2 2x2 62.5% 62.5% 62.5% 62.5% 62.5% 62.5% 100% 100% 6.7% 5.6% 1.6% 0.4% 0.9% 0.9% 3.9% 5.0% A$131m A$108m A$32m A$8m A$17m A$17m A$76m A$98m LCV – 1.5x HCV – 2.65x LCV – 1.5x HCV – 2.65x LCV – 1.5x HCV – 2.65x LCV – 1.5x HCV – 2.65x LCV4 – 1.5x HCV4 – 2.65x LCV – 1.5x HCV – 2.65x No multiplier trucks >2 axle not permitted No multiplier trucks >2 axle not permitted OWNERSHIP TCL ownership FINANCIAL % of proportional FY15 group toll revenue3 FY15 proportional toll revenue TOLLING Truck multiplier 1. 2. 3. 4. Length includes 9.8km of Gateway Extension Motorway. On 29 June 2015, Transurban acquired the remaining equity interest in both the 495 and 95 Express Lanes. Transurban's proportional share of asset toll revenue relative to Transurban's total proportional toll revenue (in Australian dollars) for the financial year ended June 30, 2015. Calculated based on the non-discount car and truck toll, which applied from 2 May 2016. 95 AND 495 EXPRESS LANES FY16 FY16 16km (10 miles) 45km (28 miles) 10.1km (6.2 miles) 21.6km (13.4 miles) 39,711 45,233 AVERAGE DAILY REVENUE $151,786 $194,841 AVERAGE WEEKDAY REVENUE $199,702 $254,695 7:00-9:00am | 4:00-7:00pm 6:00-9:00am | 4:00-7:00pm $4.51 $6.58 15% 34% PERIOD LENGTH OF FACILITY AVERAGE TRIP LENGTH AVERAGE DAILY TRAFFIC PEAK PERIOD AVERAGE TOLL PAID HIGH OCCUPANCY AND EXEMPT VEHICLES 44 TOLLING ESCALATION EMBEDDED INFLATION PROTECTION MOTORWAY ESCALATION CityLink Escalated quarterly by the greater of quarterly CPI or 1.1065 per for the first 16 years, then quarterly by CPI. This is subject to a cap of annual CPI plus 2.5%, which cannot be exceeded. M2 Escalated quarterly by the greater of quarterly CPI or 1%. LCT Escalated quarterly by quarterly CPI. The toll cannot be lowered as a result of deflation, however, until inflation counteracts the deflation the toll cannot be increased. ED Escalated quarterly by the greater of a weighted sum of quarterly AWE and quarterly CPI or 1%. M7 Escalated or deescalated quarterly by quarterly CPI. M5 Escalated quarterly by quarterly CPI. The toll cannot be lowered as a result of deflation, however, until inflation counteracts the deflation the toll cannot be increased. CCT Escalated 4% annually to December 2011; 3% annually to December 2017; CPI to concession end. Logan Motorway Tolls escalate annually at Brisbane CPI. Gateway Motorway Tolls escalate annually at Brisbane CPI. Clem7 Tolls escalate annually at Brisbane CPI. Go Between Bridge Tolls escalate annually at Brisbane CPI. Legacy Way Tolls escalate annually at Brisbane CPI. AirportlinkM7 Tolls escalate annually at Brisbane CPI. 495 Express Lanes Dynamic, uncapped. 95 Express Lanes Dynamic, uncapped. 45 TAX PROFILE TCL’s network has required more than SIGNIFICANT INVESTMENT $23B Infrastructure assets require billions of dollars in upfront capital investment, leading to accounting and tax losses in early years 1 of investment to develop TCL estimates investors have paid more than STAPLED STRUCTURE $800M in tax since 2002 1. 2. 3. Funding costs are deductible but subject to tax in lender’s hands Critical to investment appeal and ability to fund long term infrastructure projects Enables payment of distributions to security holders Distributions are ultimately taxed in the hands of investors 2 Prudent gearing of TAX INTEGRITY International and Australian accounting and tax principles require amortisation of capital investment 35-45% consistent with listed infrastructure assets This does not include ongoing costs for operations and maintenance. Based on an assumed security holder profile. Transurban Limited Holdings Consolidated Tax Group. Transurban3 rated ‘lower risk’ and ‘lower consequence’ taxpayer, the lowest rating by the Australian Tax Office Fully compliant with Australian and international tax law No entities located in tax havens No artificial transfer pricing to shift profits overseas TAX • The Transurban Group is subject to taxes in Australia and the USA. • THL and TIL are taxpayers liable to pay tax. • THT operates as a flow-through trust and is not a taxpayer so not liable to pay tax itself. Instead, security holders pay tax on the distributions they receive from THT. 1 1. • Trust income/losses not included in tax payable calculation • Equity accounted results relate to profit from investments in M5 and M7 • Tax rate differential: Relates to US tax rate of 39% applicable to US entities • Non-deductible stamp duty: relates to stamp duty paid on the AirportlinkM7 acquisition Extract from 30 June 2016 financial statements – note B7. 47 TAX GROUPS TCL SECURITY HOLDERS FRANKED DIVIDENDS TRUST DISTRIBUTIONS THL THT TIL THL TAX GROUP CityLink Melbourne Limited CityLink Trust Hills Motorway Limited Hills Motorway Trust LCT MRE Pty Limited LCT Trust CCT Pty Ltd CCT Trust Citylink CCT M2 LCT FRANKED DIVIDENDS INTEREST ON LOAN NOTES TRUST DISTRIBUTIONS Interlink Roads Pty Limited Transurban Queensland Holdings Pty Ltd Transurban Queensland Invest Trust M5 (50%) TQ (62.5%) INTEREST ON SLNs NorthWestern Roads Group Pty Ltd NorthWestern Roads Group Trust NWRG (50%) TRUST DISTRIBUTIONS Airport Motorway Limited Airport Motorway Trust M1 EASTERN DISTRIBUTOR (75.1%) DIVIDENDS1 (WITH FOREIGN TAX CREDITS) DRIVeUS TAX Group DRIVe Transurban Express Lanes (100%) 1. Potential dividends with some foreign tax credits in the long term. 48 INTANGIBLE ASSETS Transurban’s operating assets are primarily long-life intangible assets (concession 1 assets), as well as assets under construction and goodwill resulting from business combinations. Concession assets: • Represent the Group’s right to operate roads under Concession agreements. Valued at either: o Construction value o Purchase price (for concessions purchased as an asset acquisition) o Fair value (for concessions purchased as part of a business combination – such as Transurban Queensland) • Amortised on a straight line basis over the term of the concession agreement. Assets under construction: • The costs of construction or upgrade works that are not yet complete • Excludes construction of NorthConnex which is accounted for in equity accounted investments. 1. Extract from 30 June 2016 financial statements – note B16. 49 MAINTENANCE PROVISION 1 • Maintenance provision represents the discounted estimated cost of maintaining and repairing the concession assets representing one full cycle of each assets replacement • Concession deeds state that the roads are to be maintained to an acceptable standard and must in the condition set out in the deed on handback • Estimated cost is recorded at present value, based on engineer’s assessment of required future works • Additions to provision each year based on annual assessment and wear and tear on the roadway • Maintenance of the assets operates in cycles, with the maintenance provision only representative of the current cycle Cycle 2 Cycle 1 Provision build up Cash outflow • Total provision $920m at 30 June 2016 • Recurring (regular) maintenance costs expensed to the P&L P&L expense during the year including O&M management and costs such as land care management, wall washing and inspections Year 0 1. Year 5 Year 10 Extract from 30 June 2016 financial statements – note B17. • Unwinding of discount relates to net present value calculation. Shown as a finance cost in the P&L. 50 SECURITY STRUCTURE CORPORATE DEBT ASSETS • Secured against CityLink and distributions from other assets • All senior secured lenders/noteholders rank pari passu • Transurban Holdings Limited Stapled Security Transurban Holdings Trust Transurban International Limited (Guarantor & Security Provider) (Guarantor & Security Provider) (Guarantor & Security Provider) Funded by Non-Recourse Debt1 Hills M2 (100%) Lane Cove Tunnel (100%) Cross City Tunnel (100%) Transurban Limited Eastern Distributor (75.1%) (Guarantor & Security Provider) Westlink M7 (50%) Transurban Finance Company (Issuer & Security Provider) Transurban Finance Trust M5 Motorway (50%) (Security Provider) 2 Transurban Queensland (62.5%) CityLink (100%) Corporate Security Trust 495 Express Lanes (100%) Equity distributions 95 Express Lanes (100%) 1. Percentages represent Transurban’s ownership interest. 2. Transurban Queensland includes AirportlinkM7 51 FUNDING STRUCTURE AT 30 JUNE 2016 Transurban Bank Debt1 Capital Markets Debt1 Government Debt1 Non-Recourse NSW M5 A$0.7B M2 A$0.8B M7 A$1.3B ED AMTN A$0.3B ED A$0.2B Corporate Debt QLD GWA CCT A$0.3B AMTN A$0.5B LCT Term Debt A$0.2B USPP US$0.6B A$0.1B PABs US$0.2B PABs US$0.2B EMTN €1.6B LCT A$0.2B A$ PP A$0.2B TIFIA US$0.7B TIFIA US$0.3B Maple C$0.3B 495 Express Lanes 95 Express Lanes AMTN A$0.3B EMTN CHF$0.2B USPP US$0.9B A$0.1B TQ A$1.4B 144A US$0.6B Airportlink M7 A$1.0B 1. 2. Capital Markets Debt facilities including undrawn available facilities, in the base currency of debt before hedging. Corporate working capital facilities are bilateral facilities and can be drawn in AUD and/or USD Bank Debt Working Capital2 A$1.0B SHAREHOLDER LOAN NOTES • • Shareholder loan notes (SLN) are used by Transurban as a form of investor funding. The Group has notes in relation to: North Western Roads Group (NWRG) and Transurban Queensland (TQ). NWRG shareholder loan notes: 1. • The NWRG issue SLNs to Transurban and other consortium partners to facilitate funding of the NorthConnex project. Funds provided by Transurban are receivable from the NWRG once NorthConnex operations commences • The SLN receivable by Transurban is recorded as a non-current asset (held-to-maturity investment) on the Group balance sheet • NWRG is an equity accounted investment 1 Extract from 30 June 2016 financial statements – consolidated balance sheet. 53 FREE CASH CALCULATION FREE CASH CALCULATION SOURCE OF INFORMATION/EXPLANATION Cash flows from operating activities (refer Group Statutory accounts) Statutory Transurban Holdings Limited operating cash flow (includes cash inflow from M5 TNLs). Add back transaction and integration costs related to acquisitions (non-100% owned entities) Transaction and integration related cash payments incurred on the acquisition of AirportlinkM7 and QM in pcp. Add back payments for maintenance of intangible assets For statutory purposes payments for maintenance are classified as operating activities. For the calculation of free cash Transurban removes these payments and replaces them with increases or decreases to the maintenance provision recognised in the Statement of Comprehensive Income (refer below). This provides a smoother representation of maintenance spend and reflects the incurrence of the damage through the facilities use. Less cash flow from operating activities from consolidated non-100% owned entities 100% of the operating cash flows of ED and TQ are included in the statutory results however the distribution received by Transurban from these entities better reflects the cash available for distribution to Transurban security holders. The cash flows from operating activities are therefore eliminated and, where applicable, replaced with distributions received. Less allowance for maintenance of intangible assets for 100% owned assets Expenditure for maintenance of intangible assets is provided for over the period of the facilities use. The annual charge to recognise this provision reflects the yearly damage to the facility requiring maintenance. Also includes allowance for expenditure on electronic tags within 100% owned tolling businesses. Adjust for distributions and interest received from non-100% owned entities ED distribution Cash distribution received from ED by Transurban. M5 distribution and TLN interest Cash distribution received from M5 by Transurban and interest received on Transurban's long term loan to M5 (represents a portion of Transurban's ownership interest). TQ distribution and shareholder loan note interest Cash distribution received from TQ by Transurban and interest received on Transurban’s long term loan to TQ (represents a portion of Transurban’s ownership interest). NWRG distribution Distributions received from the NWRG equity accounted investment. Free cash 54 DISTRIBUTIONS - FUNDS FLOW TCL SECURITY HOLDERS TRUST DISTRIBUTIONS FRANKED DIVIDENDS THL TIL THT TRUST DISTRIBUTIONS THL TAX GROUP CityLink Melbourne Ltd CityLink Trust Hills Motorway Ltd Hills Motorway Trust LCT MRE Pty Ltd LCT Trust CCT Pty Ltd CCT Trust CityLink CCT M2 LCT (100%) FRANKED DIVIDENDS Interlink Roads Pty Ltd M5 (50%) INTEREST ON TRUST LOAN NOTES DISTRIBUTIONS Transurban Queensland Holdings No.1 Pty Ltd Transurban Queensland Invest Trust TRANSURBAN QUEENSLAND (62.5%) TRUST DISTRIBUTIONS NWRG Pty Ltd NWRG Trust WESTLINK M7 (50%) NORTHCONNEX (50%) TRUST DISTRIBUTIONS Airport Motorway Ltd Airport Motorway Trust M1 EASTERN DISTRIBUTOR (75.1%) DIVIDENDS (WITH FOREIGN TAX CREDITS) DRIVeUS TAX Group DRIVe Transurban Express Lanes 55 CONSTRUCTION REVENUE AND COSTS Definition: Recognition: • • Revenue for/costs relating to the construction of service concession assets. • The construction of service concession assets is managed by date as a percentage of total forecast costs for each project). • Transurban, however the Group does not own the assets (as they must be handed over to the Government in future). • Instead, Transurban receives the right to collect revenue from the Whilst in progress: percentage of completion method (costs incurred to The amount recognised each year is dependant on the number of development projects being undertaken. • Construction revenue and costs recognised at $0 margin (offset on P&L) operation of the asset. This is why the motorways are recognised as intangible assets and not property, plant and equipment. 56 GLOSSARY GLOSSARY TERM ACCC ADT DEFINITION Australian Competition and Consumer Commission AMTN Australian Medium Term Note ATTENDANCE MODEL Incident response focused on the rapid arrival to incidents to quickly make safe incident scenes. Australian Dollars AUD Average Daily Traffic. ADT is calculated by dividing the total number of trips on each asset (transactions on CityLink) by the number of days in the period. AWE CAD Average Weekly Earnings CAV Connected and Autonomous Vehicles Cross City Tunnel CCT Canadian Dollars CHF CPI Swiss Franc CPS CTW Cents per Security CityLink Tulla Widening D&A Depreciation and Amortisation D&C DRIVe Design and Construct DRP Distribution Reinvestment Plan Earnings Before Interest, Tax, Depreciation and Amortisation EBITDA Consumer Price Index. Refers to Australian CPI unless otherwise stated. Direct Road Investment Vehicle. Transurban entity that holds an interest in the 495 and 95 Express Lanes. ED EMTN Eastern Distributor EUR Euros Euro Medium Term Note GLOSSARY TERM FFO FTSE FMS FREE CASH DEFINITION Funds From Operations Financial Times Stock Exchange Freeway Management System FY FX GLIDe GPS GWA HCV HOT HOV ICB Free cash is calculated as statutory cash flows from operating activities from 100% owned subsidiaries plus distributions and interest received from non-100% owned subsidiaries, adjusted to include the allowance for maintenance of intangible assets and excludes cash payments for maintenance of intangible assets. Financial year 1 July to 30 June. Foreign Exchange Tolling back office system. Global Positioning System Greater Washington Area Heavy Commercial Vehicle High Occupancy Toll High Occupancy Vehicle Inner City Bypass INTEROPERABILITY CHARGES LCT LCV M2 M5 M7 MFU Toll road operators agree on charges for when one operator’s tag uses another operator's asset. These charges are not passed on to the customer. Lane Cove Tunnel Light Commercial Vehicle Hills M2 M5 South West Motorway Westlink M7 Monash Freeway Upgrade GLOSSARY TERM MWH NCX N.M. NOK NPAT and NPBT NWRG O&M OTHER REVENUE PAB PCP PROP/PROPORTIONAL RESULTS DEFINITION Megawatt Hour NorthConnex Not Meaningful Norwegian Krone Net Profit After Tax and Net Profit Before Tax NorthWestern Roads Group Operations and Maintenance Other revenue includes interoperability charges, development and construction performance fees. Private Activity Bond Prior Corresponding Period The proportional results are the aggregation of the results from each asset multiplied by Transurban’s percentage ownership as well as the contribution from central group functions. Proportional EBITDA is one of the primary measures used to assess the operating performance of Transurban, with an aim to maintain a focus on operating results and associated cash generation. The EBITDA calculation from the statutory accounts does not include the EBITDA contribution of the M5 or M7 and includes the non-controlling interests in TQ and ED. QM RFP RFT RICI Queensland Motorways. Post acquisition, Queensland Motorways was renamed Transurban Queensland. Request for Proposal Request for Tender Road Injury Crash Index. Serious road injury (an individual transported from, or receives medical treatment, at scene) crashes per 100 million vehicle kilometres travelled. M7 tolling brand. Standard and Poor’s ROAM S&P GLOSSARY TERM DEFINITION SAFE CLEARANCE MODEL Incident response focused on the rapid arrival and clearance of incidents to quickly and safely reopen all lanes of the road. SIGNIFICANT ITEMS Significant items include stamp duty, integration costs and transaction costs. SERVICE AND FEE REVENUE Service and fee revenue includes customer administration charges and enforcement recoveries. SLN Shareholder Loan Note. An interest bearing shareholder loan. Currently Transurban has SLNs on TQ. TIFIA Transportation Infrastructure Finance and Innovation Act TOLL REVENUE Toll revenue includes revenue from customers, specifically tolls, service and fee revenue. TLN Term Loan Note. An interest bearing shareholder loan. Currently Transurban has TLNs in place on NWRG and M5. TQ Transurban Queensland. Name change post acquisition of Queensland Motorways (QM). Transurban has a 62.5% interest in TQ. U.S – CHANGES IN OWNERSHIP IN THE US BUSINESS USD USPP VDOT WD WGEA WEIGHTED AVERAGE COST OF DEBT On June 29 2015, Transurban acquired the remaining equity interest in DRIVe. This acquisition increases Transurban’s equity interest to 100% on both the 95 Express Lanes and 495 Express Lanes from 77.5% and 94% respectively. Changes to the US business refers to this change, unless stated. US Dollars US Private Placement Virginia Department of Transportation Western Distributor Project Workplace Gender Equality Agency Calculated using proportional debt. WEIGHTED AVERAGE MATURITY Calculated based on weighted average maturity of total group debt facility.
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