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Australian Rail Track Corporation Limited—Report for 2018-19


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2019 ANNUAL REPORT

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Australian Rail Track Corporation ABN 75 081 455 754 11 Sir Donald Bradman Drive Keswick Terminal SA 5025

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TABLE OF CONTENTS

About Us 3

Chairman & CEO’s Overview 6

Results at a Glance 8

Financial Summary 9

Hunter Valley: Meeting our growing customer needs 11

Interstate: Delivering more for our customers 16

Inland Rail: Starting construction 21

Safety: Progressing our ‘Pathway to Zero’ 28

People and Systems: Increasing efficiency to deliver more to our customers 31

Environment: Minimising the impacts of our operations 35

Organisational Structure 36

Compliance Index 38

APPENDIX A: Reports and Statements 39

• Directors’ Report

• Corporate Governance Statement

• Financial Statements

• Directors’ Declaration

• Independent Auditor’s Report

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ABOUT US

WHO WE ARE

We are one of Australia’s largest freight rail network owners with more than 20 years of experience in building, maintaining and operating rail infrastructure. Our purpose is to improve Australia’s productivity by making rail the mode of choice in the national logistics chain.

Our network extends for more than 8,500 route kilometres and includes the Hunter Valley coal rail network. It transports agricultural products, general freight and passenger services, as well as millions of tonnes of coal and minerals through New South Wales, Queensland, South Australia, Victoria and Western Australia.

WHAT WE DO

We were established to modernise rail in Australia and our experienced team has delivered billions of dollars’ worth of investment to improve the safety and reliability of our nation’s rail network.

We manage the seamless, safe transit of hundreds of trains across our network every day. This gets freight off roads which reduces congestion, is good for the environment and improves safety for motorists and communities.

We are proud to be providing the transport and logistics industry with a safe and reliable network that supports the many industries that underpin Australia’s economy.

We continue to meet the changing needs of our customers - rail operators and coal companies - and are committed to the health and safety of our people, the environment and local communities in which we operate.

We are also building the Inland Rail route between Melbourne and Brisbane. This will transform the transport supply chain, providing a world-class rail network capable of meeting Australia’s long-term freight needs.

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OUR ROLE

Our Company was originally established pursuant to the Australian Rail Track Corporation Inter-Governmental Agreement 1997. Under that agreement and our constitution, the aims of the Company are broadly to provide efficient and seamless access to the rail network by:

- Operating on sound commercial principles

- Growing the volume of freight on rail

- Improving rail infrastructure through better asset management and a program of commercial and grand-funded investment

- Promoting operational efficiency and uniformity on the rail network.

KEY FACTS

• We are one of the largest freight rail network owners in the country

• We manage over 8,500km of standard gauge track

• We have invested over $4 billion in the Interstate network and over $2.5 billion in the Hunter Valley network

• We have 6 main offices

• We maintain our network out of 27 provisioning centres

• We employ over 1,500 people

• We manage the transit of around 450 trains per day on our network

• Inland Rail will be 1,700km long and enable a 24-hour transit between Melbourne and Brisbane

OUR PURPOSE

Improve Australia’s productivity by making rail the mode of choice in the national logistics chain

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OUR VALUES FUTURE THINKING ACTIVE ENGAGEMENT

Future thinking is in our DNA. It’s how we innovate, change the game and break through challenges and barriers. We’re leaders who think differently; curious and skilful, we challenge the status quo.

• We find solutions

• We embrace excellence

• We think bold

We act with integrity and we’re committed to the success of our customers, stakeholders and employees. We ask questions, listen and respond to needs. We’re always on the front foot and actively engaged.

• We take initiative

• We pay attention

• We respect one another

NO HARM RESULTS

In our world, safety is everything. We care about people, the environment and communities. It doesn’t matter how big or small, doing things safely means doing things right.

• We take care

• We look out for each other

• We find safe ways

We deliver results. We’re driven by results because they lead to progress. Determined to make rail the mode of choice for freight, we work together to achieve personal, organisational and industry-wide results.

• We set and measure goals

• We promote and recognise performance

• We focus on success

OUR NETWORK

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CHAIRMAN & CEO’S OVERVIEW

We are pleased to present the Australian Rail Track Corporation’s annual report for 2018-19. This has been a significant year for the organisation, focussed on building solid foundations to deliver the Inland Rail Program, and continuing to invest in our existing infrastructure, our systems and our people.

Throughout the year ARTC continued its strong operating focus and worked closely and collaboratively with our customers to deliver the services required. We remain committed to further strengthen those relationships as we seek to explore new opportunities to grow freight volumes across our non-coal network.

Access revenue increased from $712.9 million to $720.1 million, which includes a $16.2 million increase in Hunter Valley access revenue.

Our Hunter Valley network continued to improve the efficiency and reliability of its operations and assets to meet its customers’ growing demands. The total amount of coal transported on the network was 175 million tonnes. This included export coal of 161 million tonnes transported to the Port of Newcastle, an increase of 1.8 percent from the previous year, albeit in an environment of lower rates of return following the prior years’ ACCC regulatory decisions.

Our Interstate network had a challenging year, with the withdrawal of a major customer, Aurizon, the drought, and a general slowdown in economic activity all impacting on its rail freight container volumes and operating revenues. Despite these conditions, decisive actions were taken across the business to minimise the impact on the overall financial result.

The overall financial outcome for the year reflected these multiple factors, but still culminating in an uplift in operating revenue to $847.7 million compared to $831.0 million in 2018. The revised financial outlook and expenditure profile resulted in non-cash impairment charges for the Interstate Business unit and Inland Rail project totalling $450.7 million (2018 $19.6 million) which, combined with other expense items relating to increased operational activity and the Inland Rail project resulted in a reported Net loss after tax of $448.4 million for the year (2018 $54.3 million net profit after tax).

Despite these difficult financial conditions our balance sheet remained strong, enabling us to pay dividends to our Shareholder of $68.3 million (2018 $65.4 million), support ongoing investment in our rail networks and retain a strong investment-grade credit rating of A1 from Moody’s (FY18: A1).

There are a number of highlights for the year. The Inland Rail program reached a significant milestone, when the Deputy Prime Minister, Hon Michael McCormack MP, launched work on the first section of this nation-building program - from Parkes to Narromine - with community representatives and industry members in December. We are pleased to report that this early work has already provided employment for more than 470 people, including around 280 from the local community.

We also advanced the design of greenfield sections of the program, progressed some construction work earlier than planned, and continued our due diligence on the most complex section, Gowrie to Kagaru.

Over the year, we made significant investments in our existing networks, injecting $109 million of capital into Hunter Valley, and $198 million into Interstate, as well as leveraging our balance sheet to start the construction of Inland Rail.

We also continued to invest in building our workforce and organisational capabilities, recognising that the size and complexity of our business will increase as we scale up to deliver Inland Rail over the coming years.

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At the same time, we maintained our focus on developing a stronger safety culture and improving our safety performance. For the first time, we achieved a Lost Time Injury Frequency Rate of zero - a significant achievement that highlights the value of uncompromising emphasis on safety. Our Pathway to Zero safety program has made good progress but we recognise that more needs to be done in our pursuit of our Corporate Value of achieving No Harm across our organisation.

It was also very pleasing to see our customer satisfaction scores improve once again. Customer experience remains at the heart of all decision making and our continued efforts in this area will help the task of working collaboratively with our customers to move more freight across our network.

We also maintained our focus on building our stakeholder and community relationships recognising that with Inland Rail, more work needed to be done to improve our engagement with impacted landowners and other parties. Improvements in this area will define our success in delivering this project in the coming years.

There will be further challenges in the coming financial year, but we have no doubt the right team is in place to operate our complex rail network and deliver major capital projects on behalf of the Australian Government and for the benefit of industry.

We would like to acknowledge and thank the ARTC Board, management team and staff for their efforts in delivering our result over the past year. We would also like to thank our Shareholder for its ongoing support of the Company.

The Hon. Warren Truss AC John Fullerton

Chairman CEO and Managing Director

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RESULTS AT A GLANCE

2018-19 2017-18

ACCESS REVENUE

$720.1 million

$712.9 million

EBITDAI

$242.9 million

$352.2 million

LTIFR (Lost Time Injury Frequency Rate)

0.00

0.68

MTIFR (Medically Treated Injury Frequency Rate)

1.78

4.07

AIFR (All Injury Frequency Rate)

11.26

17.31

EXPORT COAL TRANSPORTED

161 million tonnes

158 million

NON-COAL GROSS TONNE KILOMETRES (GTKs) (transported on the Interstate network)

55 billion

58 billion

CUSTOMER SATISFACTION SCORE (2018 Customer Satisfaction Survey)

7.5/10

7.2/10

EMPLOYEE ENGAGEMENT (2018 Employee Engagement Survey)

7.3/10

7.3/10

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FINANCIAL SUMMARY

2019 2018

$M $M

Access Revenue 720.1 712.9

Other Revenue 122.7 110.9

Total Revenue 842.8 823.8

EBITDAI (Note 1) 242.9 325.2

Depreciation and Amortisation Expense (193.3) (185.5)

Impairment Reversal/(Expense) (Note 2) (450.7) (19.6)

EBIT (401.1) 120.1

Net Finance Cost (12.7) (18.0)

Net profit before Tax (413.8) 102.1

Tax Expense (34.6) (47.9)

Net Profit after Tax (448.4) 54.2

Dividend Paid 68.3 65.4

Total Debt 450.1 364.6

Shareholder Equity 3,313.9 3,678.7

EBITDAI/TOTAL REVENUE 28.8% 39.5%

EBIT/TOTAL REVENUE (47.6%) 14.6%

EBITDAI/SHAREHOLDER EQUITY 7.3% 8.8%

DEBT/DEBT + SHAREHOLDER EQUITY 12.0% 9.0%

Notes

(1) EBITDAI (Earnings Before Interest, Tax, Depreciation, Amortisation and Impairment) reduced to $242.9 million (2018 $325.2 million) primarily due to the requirement under Accounting Standards to expense a range of costs relating to the Inland Rail and Adelaide to Tarcoola projects, totalling $161.9 million in the 2019 year (FY18: $73.9 million), mainly reflecting the increased scale of works on the Inland Rail project.

(2) Impairment expense of $450.7 million (2018 $19.6 million) includes $287.9 million relating to the Interstate business unit (2018 $9.5 million) and $158.4 million applicable to the Inland Rail project (2018 $10.0 million).

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690

700

710

720

730

740

750

760

770

13/14 14/15 15/16 16/17 17/18 18/19

Access Revenue ($M)

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HUNTER VALLEY: MEETING OUR GROWING CUSTOMER NEEDS

In 2018-19, we continued to improve the efficiency, reliability and performance of our rail operations and assets across the Hunter Valley network, to continue to meet our customers’ needs. We also continued to actively engage with our local communities to build stronger relationships and deliver better outcomes.

Our efforts in these areas are already delivering benefits to our customers through increased reliability, new technology and streamlined processes. This is confirmed in our latest customer survey that shows strong improvement across all aspects of customer satisfaction. With more coal being transported to the Port of Newcastle this year and more growth forecast across the Hunter region, we are confident we can keep meeting the needs of our freight and passenger customers well into the future.

Our continued safety focus is paying off, resulting in the milestone achievement of two years without a Lost Time Injury.

IMPROVING OPERATIONAL PERFORMANCE TO DELIVER MORE FOR CUSTOMERS

As in previous years, our core focus was on continuously improving our rail operations and track performance to deliver more for our customers. One of our key achievements was centralising responsibilities for planning, scheduling and coordinating train paths and track work across the network. This initiative is already producing positive results, by increasing effective time for track work without reducing our capacity to move passengers and coal.

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We also introduced a high-speed ultrasonic track testing vehicle to further reduce the impact of track work on the network’s capacity, a joint investment with Sydney Trains. This vehicle can test the condition of rail much more quickly and has eliminated the need to close sections of track while testing occurs.

In addition:

• We worked closely with NSW TrainLink to improve the punctuality and reliability of passenger services to the north west of NSW.

• We improved performance for customers operating on our single-track lines. By reducing the signal reset and overlap time for train crews and implementing targeted track/signal and signage, we improved the predictability and consistency of train running times.

• We reduced train breakdown response times by increasing the involvement of rail operators and applying more consistency in the way issues are managed across the Hunter Valley.

• We improved track maintenance and performance on the section of line through the Ardglen Range. By providing additional ballasting and undertaking significant track adjustments, we can ensure we meet the standards demanded by our customers on this historically problematic section.

• In addition, we embedded a ‘One Team’ approach with our contractor partners, to ensure our goals are aligned and enable more effective collaboration to improve the safety, reliability and performance of the network.

PROMOTING GREATER SUPPLY CHAIN EFFICIENCY

On 1 January 2019, we introduced a simpler path-based pricing structure for our coal customers, through a variation to the Hunter Valley Access Undertaking. The new pricing structure, approved by the Australian Competition and Consumer Commission (ACCC), promotes more efficient use of the network by encouraging customers to maximise the amount of coal they transport per train path used.

With the CSIRO, we also delivered the first report of a study into how road and rail can work together to increase the competitiveness of the agricultural supply chain in north west NSW. The report identified potential cost savings of over $60 million dollars per year from improving the coordination of freight movements and infrastructure investment, particularly for transporting cotton and grain.

INCREASING OUR EFFICIENCY AND THE COMPETITIVENESS OF RAIL

We continued to implement several initiatives to increase the efficiency of our Hunter Valley operations and boost the overall competitiveness of rail freight. The first of these initiatives is the ARTC Network Control Optimisation (ANCO) project - an innovative technology-based project that will transform the way we plan and operationally manage train paths. We rolled out the centrepiece of this project, the Movement Planner software, in the Gunnedah Basin section, making it the first section of the network on which all train paths are digitally planned. The rollout will continue across the rest of the Hunter Valley. When fully operational, ANCO will deliver real-time network and train data, allowing better management of train movements and other activities on track. The resulting improvements in network efficiency will provide huge benefits to our business and customers across the entire coal supply chain.

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The second initiative is ARTC’s Asset Management Improvement Program, which aims to provide more comprehensive information about our assets so we can optimise maintenance activities. This year we put in place more effective, longer term asset maintenance planning and processes at our Provisioning Centres. This is leading to improved assurance and delivery of critical work, reducing our overheads.

We also started developing a Decision Support Platform (DSP) for asset management. Once commissioned, this platform will help our asset managers better predict what maintenance will be needed and when. We completed specification of the DSP, and our next step will be to select the vendor. In addition, we:

• Implemented real-time bridge monitoring systems for six critical structures, improving safety and reliability by allowing maintenance teams to respond more efficiently.

• Expanded the use of Instrumented Coal Wagons into the Muswellbrook to Ulan zone to provide improved condition monitoring of these assets.

CONTINUING OUR COMMITMENT TO SAFETY We continued our safety focus through a number of initiatives:

• Safety Days - bringing together our people across every part of our operation, were expanded to include a focus on environment and community aspects of how we work and the value of No Harm. We’ve already seen positive improvements in the frequency and quality of incident reporting and reviews.

• The achievement of two years Lost Time Injury-free. • Based on the overarching Level Crossing Strategy, the development of a Hunter Valley-specific Level Crossing Strategy. Implementation is due to commence in July 2019.

ENGAGING WITH LOCAL COMMUNITIES

The movement of coal and other freight on our Hunter Valley network has impacts on local communities and the environment. We remained committed to working with our communities to ensure the best possible outcomes. This included:

• Providing additional community engagement training for our front-line teams

• Providing details of planned track work and contact information through our community notification newsletters

• Participating in one of the world’s largest agricultural field days, AgQuip in Gunnedah

• Supporting Steamfest at Maitland, by providing a live welding display and running various activities for local children

• Supporting national environmental causes such as Landcare and Graffiti Removal Day.

• Introduction of communication engagement through social media channels

• Continuing targeted support of local community organisations.

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UPGRADING OUR NETWORK

We continued to invest in upgrading the Hunter Valley network and improving the overall competitiveness of rail. Our key projects in 2018-19 included:

Gowrie Gates Bridge

We continued work on replacing the Gowrie Gates rail bridge over the New England Highway at Singleton. This joint project with NSW Roads and Maritime Services is due for completion in 2019. It will remove significant safety risks by increasing the bridge’s road width and clearance and improve the reliability for the road and rail networks.

Werris Creek Intermodal

During the year, Crawford’s Freightlines - built and began operating a new intermodal hub on our property and sidings at Werris Creek in north west NSW. This has already led to a significant increase in the number of freight containers transported from the region to Port Botany by rail - and reduced truck movements between Tamworth and Newcastle by around 70 per day.

Newcastle Port Precinct

By taking back control of port sidings, we increased operational flexibility within the Newcastle Port Precinct. In conjunction with the NSW Government Fixing Country Rail program, the use of these sidings will allow the use of longer, heavier payload trains as well as reducing overall cycle times for the benefit of all users of our network.

Newcastle Agri Terminal

We implemented new outloading capability for grain transfer from ship to train at Newcastle Agri Terminal (NAT), which assisted in providing feed grain to drought affected areas of NSW.

Rail Grinding Services Contract

ARTC signed a 12-year deal for plain track rail grinding services with Aurizon, which will enable us to deliver greater customer benefits. A new 120 Stone Loram grinder is being built which will be the largest in Australia and one of the highest production rail grinders in the Southern Hemisphere.

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KEY RESULTS

2018-19 2017-18

$108 million capital investment in the Hunter Valley network 2018-19

$76 million

233 trains per day operating across our Hunter Valley network

269 trains

175 million total coal tonnes transported on the Hunter Valley network

171 million

161 million coal tonnes transported to the Port of Newcastle (export)

158 million

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INTERSTATE: DELIVERING MORE FOR OUR CUSTOMERS

This was a challenging year for the Interstate network, with the withdrawal of one our major customers from the intermodal market, Aurizon, as well as the drought and a general slowdown in economic activity all adversely impacting current year revenue, forward forecasts and business unit valuation. However, our focus on delivering the best possible service for our customers, improving our operational performance and managing our costs helped mitigate the impact.

Our commitment to safety has been rewarded with both our Cootamundra and Wagga Wagga Provisioning Centre teams celebrating the achievement of 4,000 days Lost Time Injury-free.

IMPROVING OUR SERVICE We continued to work closely with our customers to better understand their needs, and the needs of their customers, to improve our service. For example:

• We collaborated with customers and adjoining network providers to develop and implement a more efficient electronic train path application system.

• We participated in workshops with Pacific National to identify joint projects to generate common operational and efficiency benefits.

• We provided Southern Shorthaul Rail with planning and operational support for several long grain services in South Australia and helped ensure seamless train transit of fodder to drought-affected farming communities in NSW.

• We worked with NSW Trains to improve its passengers’ experience. As a result, the 290 passenger services it provides in the Southern Highlands each week exceeded targets for punctuality.

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• We started working with Great Southern Rail to monitor ride quality for its passengers through a specialised unit installed on a train carriage.

DRIVING BUSINESS GROWTH We collaborated with customers and other stakeholders to explore business growth opportunities, and to improve the competitiveness of rail freight. For example, we worked with developed a new Melbourne to Sydney Express intermodal service with later cut-off and earlier arrivals times to better meet market expectations. This service began operating on a trial basis in late 2018.

In addition:

• We started the development of regional hubs connected to our network in consultation with several councils and other stakeholders.

• We provided planning and operational advice and support to the Port of Melbourne and other supply chain stakeholders as they work to improve Port Rail access.

• We worked with key stakeholders in the cotton industry to find ways to ensure that a higher percentage of NSW Riverina grown cotton is transported by rail next season.

• We assisted Shield Resources in developing a new hub at Bordertown, South Australia, and trialling the movement of containerised timber products to Port Adelaide via rail for export to China.

• We provided support for the introduction of five additional services between Ararat and Appleton Dock in Melbourne following the commissioning of the Murray Basin Project.

• We provided siding and rail logistics solutions for several new mining companies, and information to potential financial investors about the capability of rail to meet its mine-to-port needs across our network.

IMPROVING OUR OPERATIONAL PERFORMANCE AND EFFICIENCY We maintained a strong focus on improving our operational performance and efficiency for the benefit of our business, our customers, and the supply chain industry. Our key achievements in 2018-19 include:

• Significantly progressing implementation of the Advanced Train Management System (ATMS). We completed live on-track trials and moved closer to the first operational use of ATMS between Port Augusta and Whyalla in South Australia. We also started preparations for the large-scale deployment of ATMS on the Trans-Australian Railway from Tarcoola SA to Kalgoorlie WA. Once in place, ATMS will revolutionise the way we control trains through digital communications, improving safety and increasing capacity, operational flexibility and reliability.

• Successfully transitioning the North Coast network control boards from Broadmeadow to the Network Control Centre at Junee. As a result of this shift, we now provide customers with end-to-end train management from Melbourne to Brisbane. This not only streamlines our operations, it also improves the continuity and consistency of our service delivery.

• Expanding our Portfolio Management Office (PMO) to strengthen the governance and

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management of our capital programs and projects and provide more effective project controls - including integrated tracking of key risks and issues and tracking of corridor maintenance project delivery. With Interstate’s portfolio now in excess of $1 billion, the expanded PMO will benefit both the business and our customers.

We also continued to implement ARTC’s Asset Management Improvement Program (AMIP). AMIP is establishing the processes and systems required to optimise our asset maintenance activities and deliver a full picture of asset condition, risk and cost. When fully implemented, AMIP will deliver cost savings and efficiencies across the organisation.

In addition, we continued to use Vehicle Track Interaction (VTI) units, which we have installed on selected train services to better manage ‘hot spots’ on the network. The data captured by these units is vital in assisting us to predict track deterioration as it occurs.

Further, we identified and captured a range of efficiency savings. For example:

• We reduced the network’s annual motor vehicle costs by four percent, through better use and management of our vehicles • We cut IT costs by 10 percent compared to last year by rationalising our data connections • We improved our focus on overtime trends to better control overtime costs.

CONTINUING OUR COMMITMENT TO SAFETY We continued to drive our focus on safety through a number of initiatives:

• The establishment of forums with our contracting partners that allow us to work together to ultimately improve our safe working practices. • Continued lead indicator reporting. Reporting processes were integrated into the digital Visual Management Centres to enable more visibility and accountability and close out at all

levels.

• Training of selected workers in Mental Health First Aid. • Continued rollout of our Network Control dedicated Stop & Think campaign providing for safety-focused open discussions with all Network Control staff.

ENGAGING WITH LOCAL COMMUNITIES Our Interstate network operates alongside many communities, and our operations can affect these communities in a range of ways. During the year, we continued to improve the way we identify and manage community issues, so we can respond effectively when needs arise.

We continued to actively support local community causes and events to build stronger relationships with these communities. For example, we were proud sponsors of the ‘Thru Runners Tour’, and initiative that promotes rail heritage from Sydney to Goulburn in NSW and raises money support the mental health charity Beyond Blue.

We were also present at the Henty Field Days event in NSW, promoting rail safety.

UPGRADING OUR NETWORK We are committed to continuously improving our Interstate network for the benefit of our

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customers and stakeholders. Key projects we have completed or progressed during the year include:

Adelaide - Tarcoola Rail Upgrade Acceleration Project

We made significant progress on this $252 million Commonwealth Government project to upgrade around 600 kilometres of track. At the end of the reporting period, 500km has been upgraded, including the entire southern section of the line. We expect to complete the project in H2 2019, enabling our customers to run faster, heavier trains on this stretch of the network.

Port Botany Rail Line Track Upgrade (Stage 3) Project

We completed this project with improvements to the initial agreed scope of works. We also started work on the additional scope, including Chullora Junction track work, as agreed with the Department for Infrastructure, Regional Development and Cities (DIRDC).

Port Botany Rail Duplication and Cabramatta Loop Projects

We progressed both projects during the year, including finalising commercial arrangements with NSW Roads and Maritime Services, progressing a Memorandum of Understanding with Transport for NSW, and starting work on property acquisition and leasing. The Australian Government provided $400 million to fund the construction which will ensure the network can meet the forecast demand for freight transport to and from Australia’s busiest container port out to 2030. Both projects are on schedule for completion before the end of 2023.

Goulburn to Sydney Re-Rail Project

We continued to implement this project, which will reduce the need for temporary speed restrictions in this section of the network. The project remains on schedule, with at least 150 rail-kilometres still to be installed by 30 June 2020.

Asset Management Plan Re-Railing Project

We commenced the delivery phase of this project, which will re-rail 250 kilometres of track that has reached the end of its life in high-priority locations throughout the network. 68 kilometres of new rail has been installed across three network corridors, exceeding this year’s target of 62 kilometres, and more than 130 kilometres was delivered to site.

North East Rail Line (NERL)

This project will upgrade the track on a 316-kilometre rail corridor between Melbourne and Albury so it can be used by V/Line to provide Class 2 passenger services. During the year, the scope of the project was further developed and endorsed by the Victorian Rail Agencies Stakeholder Engagement Committee. Other planning and funding approvals were also progressed. In addition, Expressions of Interest have been reviewed and a Request for Tender stage has commenced for the three shortlisted contractors with a view to awarding the main contract in 2019. The project is scheduled for completion in the middle of 2021, at a total forecast cost of $235 million.

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KEY RESULTS

2018-19 2017-18

$198 million of capital investment in the Interstate network 2018-19

153 million

213 trains per day operating across our Interstate network

228 trains

$55 billion non-coal Gross Tonne Kilometres (GTKs) transported on the Interstate network

$58 billion

3.7% increase in intermodal reliability

5.0% decrease

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INLAND RAIL: STARTING CONSTRUCTION

It was a year of significant milestones for Inland Rail - a 1,700-kilometre infrastructure project to construct a world-class freight rail network that will connect Australia, help secure the country’s future competitiveness, and meet its long-term freight challenge.

On 13 December 2018, the Deputy Prime Minister, Hon Michael McCormack MP, turned the ceremonial first sod on the first of its 13 component projects, the Parkes to Narromine (P2N) project. We also advanced the design of its greenfield sections, held consultations with landowners, and developed the capacity of our staff - building a solid platform for delivering the project on time, to budget and to scope. A project of the scale of Inland Rail impacts on landowners and communities at different stages of its development, construction and operation.

Over the last 12 months we’ve worked hard to increase our team of community engagement professionals across three states to work closely with communities and address their questions and concerns about the project. As part of this work, we’ve opened more regional offices along the alignment, so we will be more accessible to people and better understand and appreciate the communities in which we are working.

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STARTING THE PARKES TO NARROMINE PROJECT In late 2018, we received formal planning approvals for the P2N project, and appointed INLink as the construction contractor for this project. As well as officially starting construction, key steps on this project over the year included:

• Taking delivery of all rail and sleeper requirements to enable full-scale construction to begin, including a $20 million order of rail from Liberty’s Whyalla steelworks.

• Removing 27 kilometres of old rail, to be reused by the Transport for NSW Country Regional Network.

• Completing significant earthworks to remove the existing formation and build the new base for the railway.

• Receiving more than 200 expressions of interest from local industries and suppliers to provide services during the construction phase.

• Establishing site compounds at Parkes and Peak Hill.

PROGRESSING DESIGN AND PRE-CONSTRUCTION FOR THE OTHER PROJECTS We continued to progress the design and pre-construction activities for the 12 other component projects that make up the Inland Rail program (Program), including:

• Releasing the preliminary design for the Condamine floodplain crossing after undertaking significant community consultation.

• Continuing to develop the Environmental Impact Statements (EIS) required under the Technical and Approvals Consultancy Services contracts. These documents are crucial to obtain formal planning approvals for the remaining projects.

• Negotiating to agree on timeframes and the forward approval pathway for the Gowrie to Helidon and the Helidon to Calvert projects.

We made some changes to Master Schedule during the year, to reflect revisions to our Inland Rail Program Procurement Delivery Strategy (PPDS) and later project delivery timeframes. The timeframe changes were necessary primarily to allow for additional work associated with design changes, meeting EIS requirements and government approvals.

Most significantly, the timing and approval of the investigative work on the Toowoomba Range section of the Gowrie to Helidon project resulted in an extension of the timeframe for this project. This has changed the Program Critical Path and could affect the overall completion date. However, this will depend on the results of further feasibility design work scheduled to be completed in November 2019.

We were also able to progress some design and construction work packages earlier than planned. This was achieved by breaking up individual project contract packages into multiple smaller packages with reduced size and value. This approach will also reduce risk later in the Program, when significant overlaps of major activities occur.

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STARTING THE PUBLIC PRIVATE PARTNERSHIP PROCESS The Australian Government announced the delivery of Inland Rail by ARTC, in partnership with the private sector. As part of this commitment, the Government proposed the use of a Public Private Partnership (PPP) to deliver the most complex section of Inland Rail - Gowrie to Kagaru in Queensland. This section is technically difficult, as it requires around 8.5 kilometres of major tunnelling and includes a range of engineering and construction challenges.

After laying the foundations last year, we officially started the PPP procurement process this year. This involved calling for Registrations of Interest and inviting more formal Expressions of Interest (EOI) to design, build, finance and maintain the Gowrie to Kagaru section.

We also finalised our dedicated PPP team of more than 50 talented people to drive this process. During the year, the team progressed development of:

• The Reference Design

• The Environmental Impact Statements

• The project specifications and technical requirements that will form part of the Request for Proposal that will follow on from the EOI process.

In addition, in November 2018, we commissioned Golder Associates to undertake comprehensive geotechnical studies along the Gowrie to Kagaru corridor. The geotechnical investigation project team is working closely with the Department of Transport and Main Roads in Queensland on a range of matters including land access, managing stakeholder engagement and communications, environmental management plans and the site investigation schedule.

In the coming 12 to 18 months, our focus will be on completing the Request for Proposal process.

PROGRESSING GOVERNMENT AND OTHER AGREEMENTS We continued working with State Governments and landholders to reach the agreements required to facilitate the construction of Inland Rail.

While the Commonwealth signed bilateral agreements with the Victorian and NSW governments in the first half of 2018, an agreement with the Queensland Government is yet to be finalised.

Nevertheless, we continued to develop a commercial agreement structure for Inland Rail in Queensland. Significantly, we agreed on terms of access to state-owned and third-party land. This allowed us to conduct early investigation activities, ahead of the bilateral agreement, with the State Government. We also progressed a land acquisition agreement and a terms sheet for a Queensland development agreement. These documents will provide an essential framework for other project agreements, including future construction and operating leases. We will need to agree on commercial terms before we can initiate the Request for Proposal process for the Gowrie to Kagaru PPP.

We also secured a land acquisition protocol with Transport for NSW to facilitate future land acquisitions for Inland Rail in NSW.

As at 30 June, 1,191 land access agreements with landholders were identified as required,

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with 963 in place.

INLAND RAIL FINANCIAL IMPACT AND BACKGROUND In 2015, in association with PwC, we prepared the Inland Rail 2015 Program Business Case for the Australian Government.

The business case found that an investment in Inland Rail would have positive net economic benefits, recognising the long-term horizon for program delivery and inter-generational benefits realised over the life of the asset.

It estimated that the program would:

• Increase gross domestic product (GDP) by $16 billion over the 10-year delivery period and first 50 years of operation;

• Deliver 16,000 additional jobs at the peak of construction, and an average of 700 additional jobs per annum over the entire construction period, and

• Have an economic benefit-cost ratio of 2.62 at a four percent discount rate.

The business case was subsequently evaluated by Infrastructure Australia (IA). In May 2016, IA published its positive assessment of the program, which concluded that as proposed it would provide net positive benefits to the Australian economy. Following this endorsement, Inland Rail was listed as a Priority Project by the Infrastructure Australia Board.

In late 2016, the Australian Government commissioned a market testing process to consider funding and procurement options for the delivery of Inland Rail. In May 2017, it announced that ARTC would be commissioned to deliver the project in partnership with the private sector and that the Australian Government would provide up to $9.3 billion in equity and grant funding support towards construction. The Australian Government has issued a public Statement of Expectations of ARTC outlining the framework for our delivery of Inland Rail.

FINANCING AND OVERSEEING THE PROGRAM The Australian Government is providing $9.3 billion in grants and equity contributions to ARTC towards the delivery of Inland Rail. Grant funding is received in advance if we reach certain milestones and timing, as agreed with the Department of Infrastructure, Regional Development and Cities. Equity financing is provided on a monthly basis based on a three-month forecast (subject to the terms of the Inland Rail Equity Financing Agreement).

As at 30 June, we had spent $657.17 million to date developing the Inland Rail Program and we have received $252.67 million in advance Australian Government grant funding payments and $278.14 million in shareholder equity finance to meet this expenditure. Additionally, this year we have contributed $200 million from our own resources towards the development of Inland Rail.

We awarded six major tenders in the year, valued at approximately $398 million. The largest was the construction contract awarded to INLink for the Parkes to Narromine project.

Throughout the year, oversight and governance of the Program was provided by:

• The ARTC Board, through the Inland Rail Committee

• The Australian Government, through the Inland Rail Sponsors Group and assisted by the Inland Rail Project Monitoring Group.

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At the state level, the Inland Rail Project Coordination Groups in Queensland, Victoria and New South Wales kept governments informed of our progress and resolved key policy related matters.

INCREASING OUR FOCUS ON PROCUREMENT ACTIVITIES In 2017 the Australian National Audit Office (ANAO) audited our management of the pre-construction phase of the Inland Rail program. It made three recommendations to strengthen our ability to manage the program effectively and deliver value for money. We have made solid progress in implementing these recommendations. In the past year, we:

▪ Continued to implement a new enterprise-wide risk management system

▪ Established an enhanced Inland Rail document records management system

▪ Continued to implement our Procurement Transformation Project. To further strengthen our contract and procurement processes, we enhanced ARTC’s financial, records management and procurement systems, and related policies and procedures.

We expect to have fully implemented the ANAO’s recommendations by July 2019 with the implementation of the enterprise-wide risk management system.

ENGAGING WITH OUR LOCAL COMMUNITIES As part of our commitment to addressing local community and environmental concerns about Inland Rail while also maximising its benefits, we increased our engagement with local communities during the year. For example:

• We established six additional Community Consultation Committees (CCCs), bringing the total to 10. The new CCCs cover the Narromine to Narrabri, Illabo to Stockinbingal, North Star to Border, and Kagaru to Acacia Ridge and Bromelton projects.

• We held an intensive program of briefings and information sessions. These included 2,126 separate face-to-face consultations, 328 of which were community information and town hall meetings.

• We participated in local and regional agricultural shows and field days across Victoria, New South Wales and Queensland.

• We held meetings with local councils and Members of Parliament.

We also conducted individual briefings with landowners affected by the construction of the greenfield sections of the line, including the Narromine to Narrabri and Illabo to Stockinbingal projects in NSW. These consultations will continue into next year.

In addition, we used a wide range of channels to inform communities and businesses about Inland Rail and the opportunities it offers. Our staff delivered addresses or presentations at 57 conferences, and three business and stakeholder roundtables hosted by the Deputy Prime Minister. We sponsored 13 of these conferences and submitted 14 papers for inclusion. For example:

• In July 2018, we were Gold Sponsor of the ALC/ARA Inland Rail Conference in Parkes, attended by 400 delegates.

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• In November 2018, we showcased Inland Rail to hundreds of delegates at the AusRAIL Conference hosted by the Australasian Railway Association in Canberra.

We established social media channels for Inland Rail on Twitter, LinkedIn, YouTube, Instagram and Facebook. We started several targeted social media campaigns to address misconceptions about the Program and promote specific project-related work. We also issued five project update newsletters, 13 project fact sheets and 14 technical fact sheets during the year.

Further, we demonstrated our commitment to the local communities affected by Inland Rail through a range of sponsorships and donations. In particular:

• In August 2018, we agreed to sponsor six programs developed by the NSW Police Service for its Rural Crime Awareness campaign. The programs aired between October 2018 and June 2019.

• In January 2019, we were once again the Platinum Sponsor of the Parkes Elvis Festival and signed a contract to be the sole Platinum Sponsor for the Festival in 2020 and 2021.

• In June 2019, we delivered the first grants through our Community Sponsorship and Donations Program. Community organisations were invited to apply for small grants or donations up $4,000. We awarded grants worth around $66,000 to 21 organisations.

ENSURING COMMUNITY BENEFITS This year, we established the Inland Rail Community Sponsorships and Donations Program as part of our broader social performance approach to ensuring the construction of Inland Rail delivers social benefits to our neighbouring communities. The sponsorships program is available right along the alignment and not-for-profit community groups are encouraged to apply for funding of between $1,000 and $4,000 to support one-off events, projects and activities that contribute to community sustainability and wellbeing. The first round of funding contributed to NAIDOC week activities, upgrading facilities of sporting, men’s shed, CWA and child-focused organisations and convening small-business capacity building workshops.

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We also launched the Inland Rail Indigenous Participation Plan (IRIPP) to ensure the long-term benefits of Inland Rail are shared with indigenous communities along the route. INLink, the construction contractor for the P2N project has already committed to ensuring that 50 percent of those employed on the project will be from local communities, including a minimum of ten percent from Indigenous communities.

Early evidence suggests that the project is already having a positive economic impact on the Parkes area. Figures released by contractor INLink show that this year from December 2018:

• More than 622 people worked on the project, including for INlink and its contractors

• Around 230 of these workers identified as local residents, of which around 61 identified as Indigenous

• A total of $16.6 million had been spent with more than 66 local businesses, and around $2.5 million of that amount had been spent with eight Indigenous businesses.

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SAFETY: PROGRESSING OUR ‘PATHWAY TO ZERO’

We continued to move towards our goal that no one is harmed at work or on our network by developing a stronger, more proactive safety culture across the business.

We implemented the second year of our three-year Pathway to Zero’ safety strategy and continued to support national safety regulation and reform. We also continued to improve our performance against safety KPIs, achieving the lowest ever Medically Treated Injury and All Injury Frequency Rates, and for the first time, a Lost Time Injury Frequency Rate of zero.

IMPLEMENTING YEAR 2 OF OUR SAFEY STRATEGY

During the year, we progressed or completed initiatives related to each of the strategy’s four themes - organisation, systems, leaders and people. We also added new tactics and workstreams to the strategy to respond to emerging risks.

Organisation

The organisation theme is about reorganising our business structures and processes to support a more proactive safety culture. We want our workforce to be more involved in the health and safety function, with our line managers increasingly taking over this function, with advice from our Health and Safety professionals. In 2018-19, we:

• Undertook the implementation of the Enterprise Risk Management System (ERMS). This element aims to implement a standardised, integrated system for managing all risks across the network - including rail safety, work health and safety, and environmental risks

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- to ensure we have the capabilities required to meet the growing needs of the business. During this year, we prioritised the implementation of the ERMS to ensure we met the June 2019 implementation target. We trained more than 200 people to use the across all parts of the business.

• Completed improvements to our safety and risk governance arrangements. Following independent and internal reviews of these arrangements in 2017-18, this year we established a Technical Working Group and a Risk, Safety and Environment Working Group to work alongside our Operational, Safety and Environment Review Committee (OSERC). These new working groups will allow OSERC to be more strategic and provide better oversight of changes to our safety culture.

Systems

This theme is about integrating and improving our safety information systems, so our leaders and people can quickly and easily obtain the tools, processes and documentation they need to manage risks related to safety. During the year, we:

• Implemented Phase 1 of our integrated safety management program. This involved reviewing the current management systems, defining the improvements required to ensure they meet our internal and regulatory requirements, and identifying opportunities to improve integration and remove duplication. We will deliver the planned changes in Phase 2 over the coming year.

• Progressed the implementation of an electronic track worker system. We conducted reviews to better understand how such a system could be successfully introduced across our networks, and what changes would be needed to deliver the best results. Our target date for delivering the system is December 2019.

Leaders

This theme focuses on continuing to build our leaders’ capabilities to set the tone and direction of a proactive safety culture through actions and behaviours that inspire their teams to make safe choices and actively manage risk. This year, we:

• Continued to implement our safe work interaction program. This program creates opportunities for our leaders to engage in conversations with workers in the field about the risks associated with the activities they are undertaking and how they can be managed most effectively.

• Made significant progressed in developing a safe work interaction system, which will consolidate the business units’ separate activities on one system. We selected Deloitte to partner with us on this project, and it provided input on current best practices. We plan to roll out this system over the coming year, including providing training for all our frontline leaders.

People

The fourth theme is about motivating our people to care deeply for the safety and wellbeing of themselves and their workmates and empower them to take personal responsibility for their work. This year, we:

• Continued to implement our fatal and severe risks program. This program encourages our people to be aware of the hazards around them, think about these hazards, and implement life-saving controls and behaviours - including stopping the work if effective

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controls are not in place. Although we still have a way to go to meet industry best practice standards, we made progress in improving safety performance by teams at all levels. Key achievements include:

- A significant decrease of at-risk driver behaviours following implementation of a motor vehicle strategy - The approval of a level crossing strategy to better manage risks and reduce incidents at road and rail crossings

• Continued to implement our fitness for work program. We continued to review our current health and fitness assessments and localised wellness initiatives across our business. We also reviewed our approach managing mental health in the workplace and as a result, launched a new My Wellbeing intranet page. The launch coincided with Rail R U OK?Day, a national industry-wide event focused on encouraging our staff to talk about their health and wellbeing.

SUPPORTING SAFETY REGULATION AND REFORM

We continued to support the Office of the National Rail Safety Regulator (ONRSR) and its work to promote a consistent, national approach to regulatory reform. We were an early adopter of the new portal released the year. The portal provides a secure digital channel that facilitates the easy and reliable exchange of information. We now use the system to submit all reports and notifications.

OUR SAFETY PERFORMANCE

Our safety results are showing a positive downward trend with the lowest ever numbers achieved for All Injury, Lost Time Injury and Medically Treated Injury frequency rates. For the first time, we achieved zero Lost Time Injuries, and since 2006, our All Injury Frequency Rate (AIFR) has reduced by almost 90 percent.

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PEOPLE AND SYSTEMS: INCREASING EFFICIENCY TO DELIVER MORE TO OUR CUSTOMERS

We recognise that our people drive our success and are vital in delivering value to our customers. Therefore continuing to support our people and build a culture in which they can thrive and develop has been a top priority in 2018-19.

Driven by Inland Rail, our staff numbers increased from around 1,300 to over 1,500 people.

FOCUSING ON TRAINING AND DEVELOPMENT

To deliver on our commitment to support our people, we created ARTC’s Our People strategy. The strategy is designed to strengthen leadership capability, performance and create an even more diverse and inclusive culture.

At the end of 2018, we completed our first round of safety-focused leadership development programs. We have now selected a partner to continue delivering these programs so that more people from our management team and senior leaders across all business areas can be developed over the coming year.

SUPPORTING AND BUILDING DIVERSITY

We made good progress in increasing the diversity of our workforce. In 2018-19:

• Females made up 26 percent of our workforce, up from 22 percent last year.

• Females continued to fill 25 percent of our leadership roles.

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• We maintained our percentage of Aboriginal and Torres Strait Islander employees at 2.4 percent despite our overall staff numbers growing.

We also continued as the foundation sponsor of the Wayfinder Initiative, which aims to build the pool of women in supply chain education, training, jobs and careers. This year, a Supply Chain Fundamentals Course was developed to provide women with the knowledge and confidence to consider and apply for new careers in supply chain and logistics.

In addition, we partnered with Diversity Inclusion to support the Thrive program, which supports people to transition from work to parenthood and back.

MANAGING INDUSTRIAL RELATIONS

During the year, we successfully concluded negotiations for two infrastructure enterprise agreements:

• The Australian Rail Track Corporation (NSW) Infrastructure Maintenance Enterprise Agreement 2018

• The Australian Rail Track Corporation (Victoria) Infrastructure Maintenance Enterprise Agreement 2018.

We also started negotiations to replace the Australian Rail Track Corporation (NSW) Enterprise Agreement 2016 in April 2019.

PEOPLE KEY RESULTS

2018-19 2017-18

Over 1,550 employees

Over 1,300

26% female employees

22%

2.4% Indigenous employees

2.4%

7.3/10 Employee engagement score

7.3/10

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FOCUSING ON TECHNOLOGY TO SUPPORT BUSINESS GROWTH

The demand for rail freight is growing, and to ensure we can meet our current and future business needs, we focus on continually improving our systems and technology. In 2018-19, we established a Technology Investment Committee to provide additional oversight of these efforts. We also adjusted the structure of our Systems and Technology teams to improve the alignment of our technology investments with our business and establish a planning function with oversight across all workstreams.

We also progressed two key technology-focused initiatives - our digital strategy and our cyber security strategic plan.

Digital Strategy

We started developing a five-year, holistic technology roadmap. This digital strategy - or ‘system of systems’ - will prioritise our investments to ensure our systems and technology are integrated and efficient. It will provide a framework to support and improve our business, allowing us to deliver better outcomes for our customers. In particular, the digital strategy will:

• Define our technology vision for the next five years

• Identify opportunities through defining the present and future capability, infrastructure and architecture needs

• Plan for the impacts of large-scale operational and technology changes

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• Enhance our current systems and technology service delivery model, with an emphasis on the distinctions between core systems, business-led initiatives and innovation activities.

Individual initiatives under the strategy will be developed and assessed on their merits and supported by a specific business case before proceeding.

Cyber Security Strategic Plan

We stepped up the implementation of our cyber security strategic plan, to ensure we have the capacity to manage the increasing cyber security risks associated from increased digitalisation, interconnectivity, and a changing and more sophisticated threat landscape.

Our main focus was on building organisational awareness of cyber security risks and implementing major changes to our systems to better protect our business. The plan will continue to be implemented over the coming four years.

TRANSFORMING PROCUREMENT

We continued to transform our procurement function and made progress towards delivering more efficient systems and processes that will allow us to best meet business and customer needs. We also planned ongoing staff development in procurement and inventory, with a focus on driving value for money, increasing security of supply, and reducing risk in the supply chain.

Optimising scale challenges presented by Inland Rail has been of particular interest and we will leverage economies of scale wherever possible across the company to ultimately benefit our customers. In constructing Inland Rail, we are also mindful of presenting opportunities for local and regional suppliers and indigenous organisations.

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ENVIRONMENT: MINIMISING THE IMPACTS OF OUR OPERATIONS

In line with our commitment to being a responsible rail track operator, we continued to focus on minimising the impacts of our operations on local environments. Rail is the most sustainable and safe mode of land transport, but the construction and maintenance of rail lines can affect the surrounding environments. With rail use forecast to grow, ensuring our operations are sustainable and responsible remains essential.

In 2018-19, we implemented several environmental initiatives:

• To encourage and better facilitate the re-use of sleepers and other waste timbers in landscaping applications, we created a Resource Recovery Exemption with the NSW Environmental Protection Authority. This complements an existing exception to provide for re-use of waste ballast and spoil materials.

• We continued to run environmental forums for our environment teams every six months. These teams operate across five states, which gives them a diverse range of experiences. The environmental forums ensure these staff have opportunities to share their learnings and encourage collaboration.

• We also continued to build our pool of training and education resources, to ensure all of our employees understand what they can do to minimise impacts on the environment. For example, we created of an ‘Environmental Awareness for Maintenance and Construction’ course, specifically designed to leverage the management aspects of our Environmental Management System and provide practical guidance to our employees. In addition, we developed a new module four our noise prediction tool and began developing a task-based environmental impact assessment package.

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ORGANISATIONAL STRUCTURE

We are a company incorporated under the Corporations Act. Our shares are owned by the Commonwealth of Australia, represented by the Minister for Infrastructure, Transport and Regional Development, and the Minister for Finance.

We are governed by a Board of Directors appointed by the Shareholder Ministers.

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Employees by Gender and Employment Status

As at June 30 2019

As at June 30 2018

full time part time Total male full time part time Total male full time part time Total female full time part time Total female NSW 36 2 38 626 1 627 20 4 24 153 16 169 858

QLD 19 1 20 63 0 63 15 1 16 54 2 56 155

SA 35 1 36 264 3 267 9 4 13 89 12 101 417

VIC 1 0 1 85 0 85 5 2 7 18 1 19 112

WA 0 0 0 14 0 14 0 0 0 1 0 1 15

TOTAL 91 4 95 1052 4 1056 49 11 60 315 31 346 1557

TOTAL

Non-ongoing male Ongoing male Non-ongoing female Ongoing female

full time part time Total male full time part time Total male full time part time Total female full time part time Total female NSW 37 1 38 605 0 605 12 2 14 123 12 135 792

QLD 15 0 15 38 0 38 14 0 14 32 1 33 100

SA 26 0 26 262 1 263 12 1 13 78 15 93 395

VIC 2 0 2 70 0 70 1 0 1 15 0 15 88

WA 0 0 0 12 0 12 0 0 0 1 0 1 13

TOTAL 80 1 81 987 1 988 39 3 42 249 28 277 1388

TOTAL

Non-ongoing male Ongoing male Non-ongoing female Ongoing female

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COMPLIANCE INDEX

COMPLIANCE INDEX Front Section Appendix A

Approach to identifying risk 21

Audit of Annual Financial Report 81

Auditor’s Declaration 9

Compliance with accounting standards 23-79

Consolidated financial position and performance 23-79

Directors’ Declaration 80

Details of significant changes 6-7 6-7

Developments in Operations 7

Directors Declaration about the statements and notes 80

Directors opinion whether the entity will be able to pay its debts 80

Directors’ Report 1-17

Dividends paid 6, 9 7

Dividends recommended or declared 7

Environmental Regulation 7

Ethical Standards 18-22

Executive and Non-Executive Directors 1-3

Financial position and performance of the company 23-79

Financial Report 23-79

Financial Statements 23-79

General Information 4-7

In relation to the consolidated entity 24-29

Indemnities and insurance 7, 21

Location of Principal Activities 5

Membership of Board Committees 4-5

Names of Directors and Officers 1-3

Notes to the Financial Statements 30-79

Organisational Structure 36

Principal Activities 11-35 5

Purpose of Company 4

Remuneration Report 10-17

Responsible Ministers 21

Review of Operations 6-7 6-7

Shares Issued 58

Signature of Director 8, 80

Significant effect on financial status 6-7

Specific Information 23-79

Statement of Corporate Governance Principles 18-22

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APPENDIX A: REPORTS AND STATEMENTS

Page

Directors’ Report 1

Corporate Governance Statement 18

Financial Statements 23

Directors’ Declaration 80

Independent Auditor’s Report 81

Australian Rail Track Corporation Ltd ABN 75081455754

Annual report for the year ended 30 June 2019

28 Aug 2019

Directors' report

The Board of Directors of the Australian Rail Track Corporation Ltd (ARTC) has pleasure in submitting the Directors' Report together with the Financial Report of the Group (the Group comprises Australian Rail Track Corporation Ltd, ARTC Services Company Pty Ltd and the Standard Gauge Company Pty Ltd) for the financial year ended 30 June 2019. This Directors’ Report has been prepared in accordance with the requirements of Division 1 of Part 2M.3 of the Corporations Act 2001.

Directors

The following persons were Directors of Australian Rail Track Corporation Ltd during the whole of the financial year and up to the date of this report unless otherwise stated:

W Truss C Barlow G Brown J Fullerton R Garnon (appointed 21 November 2018) V Graham D Saxelby J Seabrook

Qualifications, experience and special responsibilities

The Hon Warren Truss AC (Non-Executive Director)

The Hon Warren Truss was appointed to the ARTC Board as Chairman on 21 April 2018. Previously, Warren served as a Member of the Federal Parliament for 26 years including 8 years as the Federal Leader of the National Party. As the 16th Deputy Prime Minister and Minister for Infrastructure and Regional Development, Warren was responsible for the delivery of several significant Australian Government investments including the early funding for Inland Rail. Prior to entering federal politics, Warren served in local government for 14 years, holding various roles including Chairman and Councillor of the Kingaroy Shire Council. Previously, Warren was Chair of the Sugar Coast Burnett Regional Tourism Board, Deputy Chair of Bulk Grains Queensland and President of the Australian Council of Rural Youth.

Chris Barlow BSc (Hons), CE (Non-Executive Director)

Mr Chris Barlow was appointed to the ARTC Board as a Non-Executive Director on 2 May 2016. Chris is a Chartered Civil Engineer. Chris has held a variety of senior leadership roles in the transport and infrastructure industries, serving as Managing Director for a number of UK Airports. Chris was previously CEO & Managing Director of the Australian Pacific Airports Corporation, running Melbourne and Launceston airports. Additionally, Chris has had the experience of a number of Board positions. He was on the Board of Asciano (Patrick Stevedoring and Pacific National Rail). He is presently Chair of Airport Development Group, (Darwin and Alice Springs Airports) and Melbourne Convention Bureau.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 1

Directors' report (continued)

Directors (continued)

Gillian Brown LLB (Hons), Grad Dip App Fin & Invest, MAICD (Non-Executive Director)

Ms Gillian Brown joined the Board as a Non-Executive Director in June 2010. Gillian is a highly regarded Consultant at Minter Ellison Lawyers, with significant experience in finance, infrastructure, energy and resources, and debt capital markets transactions. She is a leading corporate and project finance lawyer and has been

recognised with numerous accolades including individual Best Lawyer rankings for structured finance and project finance. Gillian is a Non-Executive Director of QIC Limited, a former Chairman of Minter Ellison Lawyers and a former board member of Queensland Treasury Corporation and DBCT Holdings Pty Ltd.

Rosheen Garnon BEc/LLB, FCA, CTA, GAICD (Non-Executive Director)

Ms Rosheen Garnon was appointed to the ARTC Board as Non-Executive Director on 21 November 2018. Rosheen is a seasoned professional services expert with over 29 years’ experience in the accounting industry. Until recently, she was the Australian National Managing Partner for Taxation at KPMG. She was also a member

of KPMG’s International Tax Steering Group and she has worked internationally with the firm as Chair of one of KPMG Global Tax Service Groups. Rosheen's qualifications include a Bachelor of Economics (Accounting Major) and Bachelor of Laws from the Australian National University. She is a Fellow of Chartered Accountants in Australia and New Zealand, a Chartered Tax Advisor and a Graduate of the Australian Institute of Company Directors. Rosheen is a Non-Executive Director of Alexium International Group Limited; a Non-Executive Director of The Smith Family; a Non-Executive Director of Creative Partnerships Australia; and a Non-Executive Director of Women Corporate Directors. She is also a Member of the Board of Taxation, an independent advisory board, that advises the Federal Treasurer and the Assistant Treasurer on Australia’s taxation policy, as well as a Member of the Australia Council for the Arts’ Major Performing Arts Panel.

Vince Graham AM, KCSG, BEng (Civil), Grad Dip Mgmt, FAICD, (Non-Executive Director)

Mr Vince Graham was appointed to the Board as a Non-Executive Director on 8 March 2016. Vince has had extensive experience in executive roles at both a federal and state level. Prior to his appointment, Vince was the Chief Executive Officer of Ausgrid, Endeavour Energy and Essential Energy in NSW. In his role as Managing Director of the National Rail Corporation over a decade, Vince was involved in the development of the national rail freight network. He was the Chief Executive Officer of RailCorp NSW, the Chief Operating Officer of State Rail Authority, and the Managing Director of NSW Grain Handling Authority. Presently, Vince is a Non-Executive Director of the Western Sydney Airport Corporation, the Western City Aerotropolis Authority and Catholic Schools NSW Ltd.

David Saxelby BEng (Civil), MAICD (Non-Executive Director)

Mr David Saxelby was appointed to the Board as Non-Executive Director on 1 December 2016. David has had a highly successful 30-year career in construction, infrastructure contracting and major projects. He was previously the Managing Director of Thiess and most recently the Chief Executive Officer of Lendlease’s Construction and Infrastructure Business. David has been responsible for delivering many of Australia’s iconic major projects, including the ANZAC Bridge, Darling Harbour Convention Centre, Lane Cove Tunnel, Epping to Chatswood Underground Rail Link and NorthConnex. David has held a number of senior industry positions as President and Board member of Australian Constructors Association, Board member of Roads Australia, Board member of Infrastructure Partnership Association and Board member of the Mineral Council of Australia. David was listed in the Top 100 Engineers in Australia for four consecutive years and is a Non-Executive Director of the Office of Projects Victoria Advisory Board and Decmil Group.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 2

Directors' report (continued)

Directors (continued)

Jennifer Seabrook BCom, FCA, FAICD (Non-Executive Director)

Ms Jennifer Seabrook was appointed to the ARTC Board as Non-Executive Director on 1 December 2016. Jennifer is a chartered accountant and has had an executive career in mergers and acquisitions, equity and debt capital markets, and financial advisory. She is a Special Advisor to Gresham Partners Limited and holds directorships at MMG Limited, IRESS Limited, Iluka Resources Limited, BGC Australia and Esther Investments. Previous Non-Executive Director roles include West Australian Newspapers, Bank of Western Australia, Western Power Corporation, AlintaGas and Western Australian Treasury Corporation. Jennifer’s former advisory panel memberships include ASIC’s External Advisory Group, the Takeovers Panel, Corporations Law Simplification Task Force and WA Pearling Industry Advisory Panel.

John Fullerton BTech (EEng), FIE Aust, FAICD, CMILT (CEO and Executive Director)

Mr John Fullerton is Managing Director and Chief Executive Officer of Australian Rail Track Corporation Ltd and was appointed to the position in February 2011. Mr Fullerton has over 35 years’ experience in the rail industry across Australia and currently holds the position as Non-Executive Director of the Australasian Railway Association and is the Alternate Non-Executive Director of Hunter Valley Coal Chain Coordinator Ltd. Mr Fullerton is also a member of the Freight on Rail Group having served as its inaugural Chairman from 2015 to 2018. Mr Fullerton was previously Chief Executive Officer of Freight Link Pty Ltd and Asia Pacific Transport Pty Ltd, Chairman of Rail CRC Ltd, Non-Executive Director of Tasmanian Railway Pty Ltd, Non-Executive Director Rail Industry Safety and Standards Board Ltd and inaugural Board Member for South Australian Young Entrepreneur Scheme. Mr Fullerton has held other senior executive roles in the rail industry including Chief Operating Officer at National Rail Corporation and Divisional General Manager (Operations) at Pacific National. Mr Fullerton has been listed in the Top 100 Influential Engineers in Australia for four consecutive years from 2011 to 2014.

Company Secretary

Mr Gavin Carney BA, LLB, LLM, GradDip ACG, MAICD, FGIA was appointed Company Secretary in 2009. Mr Carney joined ARTC in 2007 and is also the General Counsel. Mr Carney is a Fellow of the Governance Institute of Australia and a Member of the Australian Institute of Company Directors. As Company Secretary of ARTC, Mr Carney is responsible for monitoring the Company’s corporate governance framework and for managing all matters relating to the Company’s Board of Directors, Board Committees and Executive Team.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 3

Directors' report (continued)

Meetings of Directors

The number of meetings of the Group's Board of Directors and of each Board Committee held during the year ended 30 June 2019, and the numbers of meetings attended by each Director were:

Meeting of Directors

Full meeting of Directors

Audit & Compliance Committee

Environment Health & Safety Committee

People & Performance Committee (1) Risk

Committee Inland Rail Committee

A B A B A B A B A B A B

W Truss (2)

10 10 5 - 3 - 3 - 2 2 11 11

C Barlow (3)

10 10 1 - 1 - 3 3 2 2 11 11

G Brown (4)

9 10 5 5 3 3 3 3 1 2 7 -

R Garnon (5)

4 5 2 2 2 - 1 1 1 1 3 -

V Graham (6)

9 10 5 5 3 3 1 - 2 2 7 -

D Saxelby (7)

9 10 2 - 3 3 1 - 2 2 11 11

J Seabrook (8)

10 10 5 5 2 - 3 3 2 2 11 11

J Fullerton (9)

10 10 5 - 3 3 3 - 2 2 11 11

A = Number of meetings attended B = Number of meetings held during the time the Director held office or was a member of the committee during the year

(1) = Whole Board for Succession Planning Committee is incorporated into the People & Performance Committee.

(2) Mr Truss attended five Audit & Compliance Committee meetings as an invitee, three Environment Health & Safety Committee meetings as an ex officio member, and three People & Performance Committee meetings as an invitee.

(3) Mr Barlow attended one Audit & Compliance Committee meeting and one Environment, Health & Safety Committee meeting as an invitee.

(4) Ms Brown attended seven Inland Rail Committee meetings as an ex officio member.

(5) Ms Garnon was appointed as Director of the ARTC Board on 21 November 2018. By agreement with the Board, Ms Garnon commenced her term at the February 2019 Board meeting. Ms Garnon attended two Environment, Health & Safety Committee meetings and three Inland Rail Committee meetings as an invitee.

(6) Mr Graham attended one People & Performance Committee meeting as an invitee and seven Inland Rail Committee meetings as an ex officio member.

(7) Mr Saxelby attended two Audit & Compliance Committee meetings as an ex officio member and one People & Performance Committee meeting as an invitee.

(8) Ms Seabrook attended two Environment, Health & Safety Committee meetings as an ex officio member.

(9) Mr Fullerton attended the Audit & Compliance Committee and the People & Performance Committee meetings by invitation.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 4

Directors' report (continued)

Meetings of Directors (continued)

Members of the Board Committees during the year:

Audit & Compliance

Member Membership period (if other than full year)

G Brown Chair

R Garnon Appointed 21 November 2018

V Graham J Seabrook

Environment Health & Safety

Member Membership period (if other than full year)

V Graham Chair

G Brown J Fullerton D Saxelby

People & Performance

Member Membership period (if other than full year)

J Seabrook Appointed Chair 3 May 2018

C Barlow G Brown R Garnon Appointed 21 November 2018

Risk Committee

Member Membership period (if other than full year)

C Barlow Chair

G Brown J Fullerton R Garnon Appointed 21 November 2018

V Graham D Saxelby J Seabrook W Truss

Inland Rail Committee

Member Membership period (if other than full year)

D Saxelby Chair

C Barlow J Fullerton J Seabrook W Truss

Principal activities

The principal activities of the Group during the year were the provision of rail access and infrastructure management of rail networks, either owned or leased by ARTC and the delivery of the Inland Rail Project.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 5

Directors' report (continued)

Significant changes in the state of affairs

Significant changes in the state of affairs of the Group during the financial year were as follows:

1. Inland Rail Activities: -

ARTC continues to make good progress on Inland Rail’s construction program since construction commenced in February 2019. Of particular note this year:

• In New South Wales, the commencement of construction on the Parkes to Narromine section of Inland Rail in February 2019; • In Queensland, Expressions of Interest (EOI) were opened in March 2019 to design, build, finance and maintain the Gowrie to Kagaru segment through a Public Private Partnership (PPP), marking the

commencement of the formal procurement process for the PPP. Responses to the EOI were received in May 2019 and work is progressing to prepare for issue of formal Requests for Proposal to successful respondents; • In Victoria, works are being packaged together with passenger upgrades to the North East Rail Line to minimise impacts on the community; • Across the States, the Inland Rail team has been actively engaging and listening to landowners and other stakeholders. A total of ten Community Consultation Committees (CCCs) and sub-committees have now been established along the route as part of our commitment to addressing local community and environmental concern; • Furthermore, Inland Rail continues to work with various state governments to achieve ‘Coordinate Projects’ and ‘State Significant Infrastructure’ status; • Negotiation of Network construction lease agreements with the relevant states is progressing, noting however that delays in finalising negotiation of the Queensland Inter-Governmental Agreement (IGA) are adversely impacting program delivery, timing and costs; • Further strengthening the Inland Rail Leadership and delivery teams including significant recruitment and organisational initiatives.

The increased activity has as expected, increased operating expenses by $82.7m on prior year across a number of expense categories due to the requirement to expense certain project costs. In addition Inland Rail Impairment charges increased to $158.4m (2018: $10.0m). Notwithstanding all of the above it is noted that the Inland Rail project is primarily funded by the Commonwealth Government grant and equity contributions to ARTC in accordance with the pre-existing project agreements.

2. ACCC Hunter Valley Compliance Assessment: -

In March 2019, the ACCC announced the draft 2015 calendar year determination for the Hunter Valley Coal Assessment including the impact of the operating expenditure review. The 2015 calendar year assessment was concluded and finalised by June 2019, with subsequent Compliance Assessments now being progressively reviewed by the ACCC. The Group continues to carry a financial liability on the balance sheet for the remaining estimated compliance assessment outcomes.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 6

Directors' report (continued)

Significant changes in the state of affairs (continued)

3. Non-Coal Market Conditions and Impairment:-

2018/19 has seen a continuation of challenging economic conditions compounded by the exit of a key rail operator from the intermodal market, resulting in consolidation of services across ARTC’s Interstate Business Units’ customer base which has adversely impacted revenue mix and volumes compared to prior expectations.

As a result there has been a reduction in the Interstate Business Unit’s long term cash flow forecasts which has been the key reason for a downward revaluation of the Interstate Business Unit’s assets of $504.5 million, of which $287.9 million (2018: $9.5 million) was recorded in the Income Statement and $216.6 million (2018: $34.9 million) in the Asset Revaluation Reserve.

There was a partial offset to the fair valuation outcome noted above due to a 0.2% reduction in ARTC’s Weighted Average Cost of Capital (refer to Note 11(d) of the financial statements for further detail) reflecting ARTC’s view, based on the work of an external expert, that there has been a reduction in the long term risk free rate since the previous assessment was undertaken in June 2018.

There were no other significant changes in the state of affairs of the Group during the year.

Significant events after the balance date

It is the opinion of the Directors of the Group that no event has arisen that would significantly affect the operation of the Group, the result of those operations, or the state of affairs of the Group in future financial years.

Likely developments and expected results of operations

Likely developments and the expected results of operations of ARTC are contained in the Chairman and Chief Executive Officer's Reports.

Dividends

On 31 October 2018 the Group made a payment of $42,497,000 to the shareholder as the final dividend for the 2017/18 financial year.

On 17 April 2019, the Group made a payment of $25,815,000 to the shareholder as an interim dividend.

The final dividend for the 2018/19 year is expected to be paid in October 2019.

Review of operations

The review of operations of the Group is contained in the Chairman’s and the Chief Executive Officer's Reports.

Environmental regulation

ARTC is committed to managing its operational activities and services in an environmentally responsible manner to meet its legal, social and ethical obligations. ARTC holds operational licences from both the Environment Protection Authority of South Australia and the Environment Protection Authority of NSW. In South Australia, the licence is held under Part 6 of the Environment Protection Act 1993 to undertake the activity of "Railway Operations". The licence is due to expire on 31 January 2024. In New South Wales, the licence is held under Section 55 of the Protection of the Environment Operations Act 1997 to undertake "Railway Systems Activities". The licence has an anniversary date of September 5 and subject to payment of the fee and provision of annual returns, continues until the parties agree to change or withdraw it. Other than in South Australia and New South Wales, ARTC is not required to be licensed.

Indemnification of officers

During the reporting period, ARTC had in place insurance cover in respect of liabilities arising from the performance of the Directors and Officers of the Group.

The disclosure of the premium paid under section 300(8) (b) of the Corporations Act 2001 is not shown as the insurance contract between ARTC and the insurer prohibits ARTC from disclosing such information.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 7

GPO Box 707 CANBERRA ACT 2601 19 National Circuit BARTON ACT Phone (02) 6203 7300 Fax (02) 6203 7777

The Hon Warren Truss AC  Chairman   Australian Rail Track Corporation Ltd  PO Box 10343, Gouger Street  Adelaide SA 5000 

AUSTRALIAN RAIL TRACK CORPORATION LTD FINANCIAL REPORT 2018-19 AUDITOR’S INDEPENDENCE DECLARATION

In relation to my audit of the financial report of the Australian Rail Track Corporation Ltd for the year  ended 30 June 2019, to the best of my knowledge and belief, there have been:     (i) no contraventions of the auditor independence requirements of the Corporations Act 

2001; and  

  (ii) no contravention of any applicable code of professional conduct.       Australian National Audit Office      

   

  Scott Sharp  Executive Director    Delegate of the Auditor‐General    Canberra    28 August 2019 

Directors' report (continued)

Remuneration report - unaudited

This report outlines the approach to setting remuneration and the outcomes for ARTC’s Key Management Personnel (KMP) for the year ended 30 June 2019.

The personnel covered in this report include Non-Executive Directors of ARTC, its Chief Executive Officer and Managing Director (CEO & MD) and all senior executives appointed to roles that report directly to the CEO & MD.

Name Title 2019 Status

Non - Executive - Directors

abc

Warren Truss Chairman Full Year

abc

Chris Barlow Non - Executive Director Full year

abc Gillian Brown Non - Executive Director Full year

abc Vince Graham AM Non - Executive Director Full year

abc David Saxelby Non - Executive Director Full year

abc Jenny Seabrook Non - Executive Director Full year

abc

Rosheen Garnon (1) Non - Executive Director Appointed 21 November 2018

(1) Rosheen Garnon was appointed a Director of the ARTC Board on 21 November 2018 and by agreement with the Board, she commenced her term at the February 2019 Board meeting.

Name Title 2019 Status

abc

Executive Directors

abc

John Fullerton Chief Executive Officer and Managing Director Full year abc Other Key Management Personnel abc

abc

Andrew Bishop Chief Financial Officer Full year

abc Gavin Carney General Counsel and Company Secretary Full Year

abc Kylie Gallasch Group Executive Corporate Services and Safety Full Year abc Jane Lavender - Baker Group Executive Corporate Affairs and People Full Year

J McAullife Executive General Manager People

Simon Ormsby

Group Executive Strategy & Corporate Development Full Year

abc

Jonathan Vandervoort Group Executive Hunter Valley Full year

abc

Peter Winder Group Executive Interstate Full year

abc

Richard Wankmuller Chief Executive Officer Inland Rail Full Year

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 10

Directors' report (continued)

Remuneration report - unaudited (continued)

KMP Remuneration Policies and Practices

Non-Executive Directors

All Non-Executive Directors of ARTC are appointed by the Commonwealth of Australia through the Shareholding Ministers. Fees for Non-Executive Directors are set by the Commonwealth Remuneration Tribunal (the Tribunal). The Tribunal reviewed the Non-Executive Directors’ remuneration in 2018 and consented to increases from 1 July 2018 commensurate with the increase in Company accountabilities attributable to the delivery of Inland Rail.

Chief Executive Officer and Managing Director (CEO & MD)

The Total Remuneration Reference Rate (TRRR) for ARTC’s CEO & MD is independently determined by the Tribunal. In recognition of the substantial increase in accountability resulting from the Inland Rail project, the role was determined a Principal Executive Officer (PEO) B and E under the Principal Executive Office - Classification Structure and Terms and Conditions. The Determination took effect from 30 September 2018. The Tribunal also consented to a combined short and longer term ‘at risk’ incentive opportunity of up to 60% of the total remuneration as determined by the Board.

Senior Executives

The achievement of the Company strategy relies on ARTC’s ability to attract and retain senior executives who can lead the business to deliver the safety, people and commercial objectives and do so in a way that strengthens the business and builds the culture defined by the Company values.

All ARTC senior executives are employed under individual contracts of service specifying the terms, conditions and performance requirements specific to each role.

ARTC’s remuneration policy aims to ensure senior executives (KMP) are remunerated corresponding to respective role accountabilities taking account of market and internal relativities and the interests of key stakeholders.

The table below shows the structure, composition and considerations in the determination of Senior Executive reward.

Component Objective Application

Fixed Annual Remuneration (FAR) • Takes into account relative role accountability, risk and complexity;

• FAR is reviewed annually or upon significant change in responsibilities and considers market and internal relativities;

The sum of the fixed reward i.e. salary, superannuation, any benefits and related

FBT.

• Considers the expertise, experience and the capabilities of the executive to perform the role;

• Any change to FAR is subject to performance review, Board moderation and approval.

• Is consistent and competitive with comparable organisation and industry benchmarks.

Short Term Performance Incentive (STI)

• The potential performance incentive payment is based on the achievement of Company and individual objectives and specific targets for the financial year.

• Senior executives participate in the STI program which assesses performance against stretch corporate and individually assigned Board approved objectives and key performance indicators over the financial year.

The "at risk" performance incentive is expressed as a percentage of FAR

• Any payment awarded is subject to Board moderation and approval.

Total Reward (TR) • The Total Reward describes the potential reward a KMP may receive subject to performance conditions, review processes and corporate governance requirements. The sum of FAR and STI

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 11

Directors' report (continued)

Remuneration report - unaudited (continued)

Reward practice is formally reviewed on an annual basis by the Chairman with the support of the People and Performance Committee. Any changes are subject to Board approval.

Remuneration Policies and Practices

Competitiveness is critical, given the calibre of talent required to lead ARTC in an environment where significant infrastructure investment (in rail, energy, airports, etc) results in strong market competition for experienced executives with the capability to execute complex, high profile projects that deliver value over the longer term.

Changes to remuneration in 2018/19

In 2018, the ARTC Board approved the adjustment of senior executive remuneration to reflect the expansion of accountabilities resulting from increases in business size, scale, risk and complexity driven by the Inland Rail program as well as the significant portfolio of capital projects within the Interstate business.

This decision was informed by the Remuneration Tribunal determination regarding the CEO & MD’s remuneration and a comprehensive review of the relevant market data comparators comprising of Government Business Enterprises (GBE’s) and Australian Stock Exchange (ASX) listed companies.

This review confirmed:

• All senior executive roles had taken on additional responsibility, complexity and accountability. • ARTC’s senior executive Fixed Remuneration and STI was at the far lower end of the market (comparison of similar roles in similar sized GBE and private sector companies). • In order to deliver the company’s Corporate Plan objectives over the next 5 years and

beyond, it will be required to attract high quality talent, often with international and/or listed company experience.

Following the Remuneration Tribunal determination regarding the CEO & MD remuneration, effective from 30 September 2018, FAR was increased to $787,500 and the STI increased from 30% to a maximum of up to 60%, incorporating longer term incentives associated with the Inland Rail program.

For KMP reporting to the CEO & MD, the review led to adjustments of between 5 and 10 per cent to the FAR of most positions and the STI was increased from 20% of FAR to a maximum of up to 30% of FAR. There was no increase to the FAR or STI for the Inland Rail CEO which remained at a maximum of up to 50% FAR.

Short Term Incentive (STI) Performance Program

The Corporate Measures used to assess Company performance are set by the Board and aligned to the measures in the Corporate Plan, approved annually by the Shareholders.

The three critical objectives are:

• Building Inland Rail on time, to budget and scope; • Exceeding our Customers' needs and promoting better rail industry outcomes; and • An uncompromising commitment to safety.

To achieve its strategic objectives, it needs to develop its people and have the right capabilities and systems including:

• Company-wide commitment to its core values; • Respect and create value for its stakeholders and communities; • Strengthen its leadership and maintain strong governance; • Enhance and transform its procurement; • Expand and increase maturity of its risk management systems; • Protect the safety, security, reliability and performance of systems, and confidentiality of

our data and our customers’ data.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 12

Directors' report (continued)

Remuneration report - unaudited (continued)

Linking Company and Individual Performance to STI Payments

Payment of STI is an outcome of the assessment of each KMP’s performance against the objectives set out in ARTC’s 2018/19 Corporate Plan.

A Performance Plan is created for each KMP based on the accountabilities specific to their role, and the part that they play in leading the delivery of Corporate Plan objectives. Each plan contains stretch targets aligned to each of the objectives which are designed to incentivise high performance to deliver the Corporate Plan outcomes and greater value to the Shareholder.

Specific emphasis is also placed on ARTC’s Values, cultural objectives and the leadership behaviours expected of all KMP.

The CEO & MD ’s Performance Plan (the Plan) is determined by the Board and sets out the five critical Performance Measures and stretch targets.

Performance is assessed against targets that align with Shareholder interests as detailed in the ARTC Corporate Plan. To achieve the maximum award, the relevant targets must be significantly exceeded.

KMP Performance for FY19

In assessing performance, the Board considered:

• Corporate Performance Measures were exceeded for operating profit excluding fair value adjustments, safety and customer satisfaction. There was an improvement in the employee engagement measure and it remains above industry average, but did not achieve target.

• Despite the above mentioned operating profit outcome, there was a reduction in operating revenue owing to the challenges within our Interstate business driven by the withdrawal of a major intermodal customer and a general slowdown in the intermodal sector. • Ongoing concerns by a number of communities and landowners relating to Inland Rail alignment

and future impact of train operations that has required the company to improve its consultation and engagement activities by strengthening capability, deploying more resources and opening additional regional offices along the alignment. • A major Inland Rail milestone was achieved with the commencement of construction between

Parkes and Narromine together with the establishment of an experienced leadership team to deliver the project. • Significant progress was made to strengthen organisational capability across the company’s corporate Divisions, specifically safety, risk, procurement, systems & technology, people, finance

and legal, and this capability has further supported the delivery of Inland Rail.

The outcome of this assessment resulted in the Board awarding the CEO & MD a rating outcome of 77.6% and awarding the KMP a range of outcomes between 61.9% and 77%. The payments are specified in Table Executive Remuneration on page 17.

The ARTC Board retains at its absolute discretion, the ability to adjust the STI result for any KMP.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 13

Directors' report (continued)

Remuneration report - unaudited (continued)

Remuneration Governance Arrangements

The Board

ARTC’s Board monitors performance and reward practice against its corporate governance objectives. The Board responsibilities include and are not limited to:

• Determining the business strategy; • Appointment and monitoring of the CEO & MD’s performance; • Monitoring and oversight of the senior executive performance of objectives; • Oversight of ARTC including Inland Rail corporate governance, control and accountability; • Approval of senior executive appointments reporting to the CEO & MD and the related remuneration policies

and practices; • Approving remuneration adjustments for KMP; and • Determining the STI outcome for KMP who participate in the program.

The People and Performance Committee (The Committee)

The Committee Charter was revised with a number of improvements made to strengthen its oversight and governance of the people, performance and remuneration policies and practices in response to the increasing complexity of the business and the critical role people, performance and culture plays in delivering the company’s Corporate Plan.

The Charter outlines the Committee’s duties and responsibilities to assist the Board to fulfil its corporate governance responsibilities in relation to any significant matters requiring policy change or decision.

The relevant excerpts from the Charter include:

Culture and Capability

• Encourage the Board to lead by example, setting the cultural tone from the top. • Assist management to develop a high performing, purpose led and values-based work culture. • Review the People Strategy and its implementation to ensure the Company attracts, develops, retains and motivates people to deliver its objectives.

Diversity

• Review the effectiveness of the company’s framework to develop a diverse and inclusive workforce which is rich in skills, experience and thinking styles.

Policies

• Evaluate any relevant potential exposure to the Company pursuant to its accountabilities and responsibilities under the Governance Arrangements for Commonwealth Government Business Enterprises.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 14

Directors' report (continued)

Remuneration report - unaudited (continued)

• Monitor and provide guidance on the Company’s workplace agreements, enterprise bargaining agreements and industrial agreements and instruments. • Oversee compliance with all relevant people and workplace policy legislation and regulations in all of the legal jurisdictions in which the Company operates.

Remuneration & Performance

Chief Executive Officer and Managing Director

• Formulate and administer the contract of employment for the CEO & MD. • Monitor and review CEO & MD performance on an annual basis.

Senior Executive Staff

• Assist the CEO & MD in annual review of the contracts of employment for senior executive staff, including recommendations for fixed and variable remuneration components. • Review with the CEO & MD the succession of key executive and specialist staff to provide for the orderly development and succession of key management personnel.

Remuneration Report

• Review and recommend to the Board for approval the Remuneration Report to be adopted within the Annual Report.

As at 30 June 2019 the Committee comprised Jenny Seabrook (Chair), Chris Barlow, Gillian Brown and Rosheen Garnon.

The effectiveness of the Committee is assessed as part of the comprehensive annual Board Evaluation process, to ensure the Committee structure and capabilities are aligned to the overall business strategy.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 15

Directors' report (continued)

Remuneration report - unaudited (continued)

Non-Executive Director Remuneration

The following table details the fees paid to Non-Executive Directors.

Name Year

Based fixed annual salary Post-employment Superannuation Total

$ $ $

W Truss (Chairman from 21 April 2018) 2018 22,027 2,093 24,120

2019 162,665 15,453 178,118

abc C Barlow 2018 57,270 5,441 62,711

(reappointed 26 March 2019) 2019 81,332 7,727 89,059

abc G Brown 2018 57,270 5,441 62,711

(reappointed 26 March 2019) 2019 97,209 7,727 104,936

abc V Graham 2018 57,270 5,441 62,711

(reappointed 19 February 2019) 2019 89,271 7,727 96,998

abc D Saxelby 2018 57,270 5,441 62,711

(appointed 1 December 2016) 2019 81,332 7,727 89,059

abc J Seabrook 2018 57,270 5,441 62,711

(appointed 1 December 2016) 2019 89,271 7,727 96,998

abc R Garnon 2018 - - -

(appointed 21 November 2018) 2019 49,533 4,706 54,239

abc H Nugent 2018 92,513 8,789 101,302

(end of term 20 April 2018) 2019 - - -

abc J Bonnington 2018 5,507 523 6,030

(end of term 5 August 2017) 2019 - - -

abc Total non-executive 2018 406,397 38,610 445,007

Director remuneration 2019 650,613 58,794 709,407

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 16

Directors' report (continued)

Remuneration report - unaudited (continued)

Executive Remuneration

The following table represents the remuneration receivable by KMP executives applicable to the relevant year. E.g. The short term incentives for financial year 2019 represent the amounts awarded to KMP for performance outcomes associated with FY2019 and are to be paid in October 2019.

Short-term benefits

Post

-employment

Other long term benefits Termination benefits

Total

remuneration

Name Year

Base

salary and fees STI/Bonuses Non-cash benefits

Superannuation contributions STI deferral

Long service leave

$ $ $ $ $ $ $ $

Executive Director J Fullerton 2018 537,439 143,270 - 20,049 - 15,075 - 715,833

2019 703,670 304,641 20,531 - 61,131 - 1,089,973

Other key management personnel (group) abc A Bishop 2018 389,787 71,059 - 20,049 - 10,825 - 491,720

2019 376,815 86,985 - 20,531 - 19,606 - 503,937

abc G Carney 2018 314,457 52,768 - 20,049 - 9,385 - 396,659

2019 323,956 68,298 - 20,531 - 14,692 - 427,477

abc K Gallasch (i) 2018 155,594 25,588 - 9,253 - 3,782 - 194,217

2019 331,294 76,008 - 20,531 - 16,228 - 444,061

abc J Lavender -Baker (ii) 2018 294,732 57,180 - 20,049 - 19,888 - 391,849

2019 368,964 75,908 - 20,531 - 14,029 - 479,432

abc S Ormsby 2018 326,579 53,983 - 20,049 - 9,271 - 409,882

2019 349,731 64,947 - 20,531 - 13,912 - 449,121

abc J Vandervoort 2018 408,837 73,577 - 20,049 - 7,162 - 509,625

2019 454,458 98,759 - 20,531 - 10,283 - 584,031

abc P Winder 2018 495,278 77,256 - 20,049 - 12,541 - 605,124

2019 477,112 83,561 - 20,531 - 11,331 - 592,535

abc R Wankmuller (iii) 2018 187,850 78,846 - 3,856 - 3,120 - 273,672

2019 994,821 385,000 - 20,531 - 16,214 - 1,416,566

abc Total Executive KMP 2018 3,110,553 633,527 - 153,452 - 91,049 - 3,988,581

2019 4,380,821 1,244,107 - 184,779 - 177,426 - 5,987,133

abc Total NED 2018 406,397 38,610 445,007

remuneration 2019 650,613 - - 58,794 - - - 709,407

abc Total KMP 2018 3,516,950 633,527 - 192,062 - 91,049 - 4,433,588

remuneration expense 2019 5,031,434 1,244,107 - 243,573 - 177,426 - 6,696,540

(i) Kylie Gallasch was appointed as a KMP on 15 January 2018.

(ii) Jane Lavender-Baker was appointed as Group Executive Corporate Affairs and People on 2 September 2017.

(iii) Richard Wankmuller was appointed as a KMP on 23 April 2018.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 17

Corporate governance statement

The ARTC Board currently comprises eight members. The Board is chaired by an Independent Non-Executive Director and the roles of the Chairman and Managing Director are separate. The Managing Director is the only Executive Director on the Board and is also the Chief Executive Officer. All of the other Directors are Independent Non-Executive Directors.

ASX Principles of Good Corporate Governance

ARTC’s system of corporate governance reflects the eight principles enunciated in the ASX “Corporate Governance Principles and Recommendations”. The following table indicates where specific ASX Principles are dealt with in this statement:

ASX Principle Reference

Principle 1: Lay solid foundations for management and oversight The Board, Board Committees, Accountability and Audit

Principle 2: Structure the Board to be effective and add value The Board, Board Committees Principle 3: Instil a culture of acting lawfully, ethically and responsibly Governance Policies

Principle 4: Safeguard the integrity of corporate reports The Board, Accountability and Audit, Board Committees

Principle 5: Make timely and balanced disclosure Our Shareholder Principle 6: Respect the rights of security holders Our Shareholder Principle 7: Recognise and manage risk Accountability and Audit

Principle 8: Remunerate fairly and responsibly Board Committees

The Board

Board role and responsibilities

ARTC recognises the respective roles and responsibilities of the Board and Management through its system of formal delegations and a schedule of matters reserved to the Board. This enables the Board to provide strategic guidance for the company and effective oversight of Management. It also clarifies the respective roles and responsibilities of Board members and senior executives to facilitate Board and Management accountability to both the Group and its shareholders.

The major powers the Board has reserved for itself are approval of:

(a) Strategic plan for the Group; (b) Significant business initiatives that require notification to Shareholder Ministers; (c) Access agreements that do not comply with the Board agreed pricing and Access principles and policies; (d) Long term price paths for train operators; (e) The framework for the Wholesale Sales Agreement; (f) The framework for the Rail Access Agreement; (g) All expenditure and property transaction contracts greater than $5 million not subject to a specific Board

approval;

(h) Lease expenditure commitments in excess of $5 million (net present value) or in excess of 5 years duration; (i) Employment contract for the Chief Executive Officer and the organisational structure for direct reports; (j) Parameters for Workplace Enterprise Agreements; (k) Senior Executive variable reward scheme; and (l) Annual business plan and budget.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 18

Corporate governance statement (continued)

Board composition and membership

The Board’s size and composition is subject to limits imposed by ARTC’s constitution, which provides for a minimum of three Directors and a maximum of eight Directors. The Board currently comprises seven Non-Executive Directors and one Executive Director. The Directors of ARTC are listed with a brief description of their qualifications and experience on pages 1 to 3 of this Annual Report. Directors are appointed by the Shareholder Ministers in accordance with the Company’s Constitution and GBE Guidelines.

Government policy (Section 115(c), Cabinet Handbook 2018, 12th Edition) requires that due regard be paid to gender balance in appointments. The GBE Guidelines refer to the Cabinet Handbook as per section 2.14. Currently, the Board comprises three women and five men.

Conflicts of interest

The Directors of ARTC are requested to disclose to the Company any interests or directorships which they hold with other organisations and to update this information if it changes during the course of the directorship. Directors and senior management are also required to identify any conflicts of interest they may have in dealing with ARTC’s affairs and refrain, where required, from participating in any discussion or voting on these matters.

Where a Director has declared material personal interest and/or may be presented with a potential material conflict of interest in a matter presented to the Board or Committee, the Director does not receive copies of Board or Committee reports relating to the matter and recuse themselves from the Board meeting at the time the matter

is considered. Disclosures are recorded in the minutes and recorded on the Statement of Interests Register.

Chairman

Warren Truss, an Independent Non-Executive Director, has been Chairman of the Company since 21 April 2018. The Chairman of the Board is responsible for the leadership of the Board and for the efficient and proper functioning of the Board, including maintaining relationships with the Shareholder.

Board evaluation

In line with the GBE requirements, ARTC conducts an annual review of the Board’s performance.

The Board determines the actions to be taken in relation to the recommendations arising from the assessments and regularly reviews progress against the action plans.

The Chairman provides the Shareholder Ministers with written confirmation that this review process has been followed and raises any areas of concern at the Annual Shareholder Strategic Meeting.

Director induction and education

On appointment, each Director receives a formal letter of appointment from the Shareholder Ministers. ARTC has an induction program for new Directors which includes individual meetings with Executive Members; Directors and visiting ARTC’s operational locations. Directors are provided with a detailed manual with information on the Company’s corporate strategy, company policies, meeting arrangements, rail industry and general company matters. The Board has regular discussions with the CEO and Management and attends site tours of ARTC’s operational sites.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 19

Corporate governance statement (continued)

Board access to information and independent advice

The Board has direct access to Management and any company information Management possess in order to make informed decisions and discharge its responsibility.

The Company Secretary in that capacity, is accountable to the Chairman of the Board. The Board must approve the appointment and removal of the Company Secretary.

Any Director can seek independent professional advice in the discharge of their responsibilities, with the agreement of the Chairman, which cannot unreasonably be withheld.

Board Committees

To assist in the discharge of its responsibilities, the Board has established the following Board Committees:

• Audit and Compliance • People and Performance • Environment, Health and Safety • Risk

• Inland Rail

Each Committee is chaired by a Non-Executive Director and comprises a majority of Independent Non-Executive Directors. Membership of the Committees is based on Director’s qualifications, skills and experience. Each Committee is governed by its own Charter, detailing the Committee’s role, membership requirements and duties. Each Charter is reviewed periodically and revised when appropriate.

Committee Composition Main Areas of Responsibility

Audit & Compliance

• At least 3 Non-Executive Directors appointed by the Board • The Chair cannot be the Chair of the Company

The primary responsibility of the Committee is to assist the Board fulfil its responsibilities for corporate governance, probity, due diligence, effectiveness of internal control, management of financial risks and financial reporting.

People and Performance • At least 2 Non-Executive Directors appointed by the Board• CEO plus

any other company executive or advisor attend by invitation

The primary responsibility of the Committee is to assist the Board fulfil its responsibilities for providing oversight at Board level of the company’s policies, procedures and practices as they affect employees, contractors or others

performing work for the company, and to make recommendations to the Board regarding remuneration of the CEO and Directors.

Environment Health & Safety • At least 2 Non-Executive Directors appointed by the Board• CEO plus

any other company executive or advisor attend by invitation

The primary responsibility of the Committee is to assist the Board fulfil its responsibilities for the company’s management of risks associated with its environment, public and work health and safety functions and to monitor processes and programs adopted by Management to ensure compliance with relevant policies and procedures.

Risk Committee • All Non-Executive members of the Board of Directors• The CEO and other company executives attend by invitation

The primary responsibility of the Committee is to assist the company fulfil its responsibilities for corporate governance, by overseeing the way the company manages risk in accordance with its Risk Management Policy.

Inland Rail Committee

* At least 3 Non-Executive Directors appointed by the Board and the CEO & Managing Director * CEO Inland Rail attends other than by agreement

with the Committee Chairman

The primary responsibility is to assist the Board in the effective discharge of its governance and oversight responsibilities relating to the delivery of Inland Rail, in more depth than time permits at regular Board meetings.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 20

Corporate governance statement (continued)

Accountability and Audit

Risk Management

ARTC continues to build a risk management framework and has developed a comprehensive risk register that captures the material business risks facing the Company. The Risk Committee comprises the whole Board and Executive Management team who review the identified risks and monitor ARTC’s overall risk management.

Insurance

ARTC maintains appropriate insurance policies to ensure that its financial interests and liabilities are fully protected and that it complies with its various contractual obligations. ARTC’s insurance portfolio provides cover for damage or destruction of its rail network infrastructure assets, liability protection for its general, professional and statutory liabilities and protection for its board members and employees whilst such persons are engaged on ARTC related business and activities.

Internal audit

In December 2018, ARTC extended its contract with KPMG for the provision of internal audit services by a further two years. ARTC Internal Audit maintains a three year Internal Audit Plan which is updated and agreed annually. KPMG assisted Internal Audit to review and update the FY20 - FY22 Non-Safety Internal Audit Plan (Plan).

In May 2019, the Audit and Compliance Committee approved the revised FY20 - FY22 Plan. A progress report which provides an update on Internal Audit’s progress on delivering the annual Plan is presented to each Audit and Compliance Committee meeting.

External Audit

Under section 98 of the PGPA Act, the Auditor-General is responsible for auditing the financial statements. In addition, ARTC’s Annual Report is tabled in Parliament and financial accounts are lodged with ASIC.

ANAO has contracted with EY to audit the ARTC on behalf of the Auditor-General. The Audit and Compliance Committee invite the external auditors to each Committee meeting and the papers for each meeting are provided to both ANAO and EY. The external auditors are also invited to ARTC’s Annual General Meeting.

Our Shareholder

The Commonwealth of Australia holds all the shares in the Group. The responsible Shareholder Ministers are the Senator the Hon Mathias Cormann, Minister for Finance and Special Minister of State, and Deputy Prime Minister Michael McCormack, Minister for Infrastructure, Transport and Regional Development. ARTC recognises, upholds and facilitates the effective exercise of the rights of the single shareholder, the Commonwealth of Australia. In this regard, the company is subject to the PGPA legislation and the Commonwealth Government Business Enterprise Governance and Oversight Guidelines in addition to the Corporations Act. ARTC has also negotiated a Commercial Freedoms Framework with the Shareholder which agrees ARTC’s mandate.

Shareholder communication

ARTC complies with the Commonwealth Government Business Enterprise Governance and Oversight Guidelines, including the development of an annual Corporate Plan, the publication of an annual Statement of Corporate Intent and regular Shareholder liaison, including formal quarterly Shareholder meetings, regular Inland Rail Sponsor group meetings and related reports.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 21

Corporate governance statement (continued)

Governance Policies

Code of Conduct

ARTC recognises the importance of integrity and ethical behaviour. This commitment is demonstrated in the Company’s Code of Conduct which sets out the principles of conduct and behaviour ARTC requires from its employees.

Public Interest Disclosure Procedure

In accordance with the Public Interest Disclosure Act, ARTC has a framework for the disclosure of suspected wrongdoing and for the protection of whistle blowers. The framework applies to disclosures made by ARTC staff.

Conflicts of Interest

Under the ARTC Code of Conduct and the ARTC Conflict of Interest Policy, all staff are required to disclose any actual, perceived or potential conflicts of interest to the General Counsel and Company for subsequent evaluation and advice.

Equal Opportunity

The ARTC Corporate Plan recognises the importance of providing ARTC employees with a work environment that is both engaging and fulfilling.

ARTC’s Diversity Policy outlines the Company’s commitment to value diversity, treating all job applicants and employees in the same way, regardless of their sex, sexual orientation, age, race, ethnic origin or disability.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 22

Australian Rail Track Corporation Ltd ABN 75081455754

Annual financial report - 30 June 2019

Contents Page

Financial statements Consolidated income statement 24

Consolidated statement of comprehensive income 25

Consolidated balance sheet 26

Consolidated statement of changes in equity 27

Consolidated statement of cash flows 29

Notes to the financial statements 30

Directors' declaration 80

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 23

Consolidated income statement for the year ended 30 June 2019

Consolidated

Notes

2019 $'000

2018 $'000

Revenue from continuing operations Access revenue 5(a) 720,122 712,941

Interest revenue 4,843 7,172

Total revenue 724,965 720,113

Other income Incident and insurance recovery 5(e) 15,148 5,466

Government grants 84,709 79,913

Other income 22,890 25,472

Total other income 122,747 110,851

Total revenue and other income 847,712 830,964

Employee benefits expense 5(b) (222,186) (169,109)

Infrastructure maintenance (153,616) (169,956)

Infrastructure costs 5(c) (128,574) (73,914)

Depreciation and amortisation expense 5(d) (193,324) (185,476)

Reversal/(recognition) of impairment 5(h) (450,692) (19,571)

Incident costs 5(e) (24,624) (10,435)

Operating lease (9,171) (9,285)

Other expenses (61,757) (65,875)

Expenses, excluding finance costs (1,243,944) (703,621)

Profit/(Loss) from operating activities (396,232) 127,343

Finance costs 5(f) (17,534) (25,169)

abc Profit/(Loss) before income tax (413,766) 102,174

Income tax (expense)/benefit 5(g) (34,620) (47,925)

abc Net Profit/(Loss) after tax (448,386) 54,249

Profit/(Loss) is attributable to: Equity holder of Australian Rail Track Corporation Ltd (448,386) 54,249

Earnings metrics EBITDAI 5(i) 242,941 325,218

EBIT 5(i) (401,075) 120,171

The above consolidated income statement should be read in conjunction with the accompanying notes.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 24

Consolidated statement of comprehensive income for the year ended 30 June 2019

Consolidated

Notes

2019 $'000

2018 $'000

Profit/(Loss) for the year (448,386) 54,249

Other comprehensive income/(loss) Items that may be reclassified to profit or loss - net of tax Cash flow hedge charged to equity - foreign exchange 8(b) - 9

Total items that may be reclassified subsequently to profit or loss - 9

Blank Items that will not be reclassified to profit or loss - net of tax Revaluation adjustment property plant and equipment 8(b) (136,023) 31,341

Re-measurement (losses)/gains on defined benefit plans 8(c) (2,485) 762

Total items that will not be reclassified to profit or loss (138,508) 32,103

Other comprehensive income/(loss) for the year, net of tax (138,508) 32,112

Total comprehensive income/(loss) for the year, net of tax (586,894) 86,361

Total comprehensive income/(loss) for the year is attributable to: Equity holder of Australian Rail Track Corporation Ltd (586,894) 86,361

The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 25

Consolidated balance sheet as at 30 June 2019

Consolidated

Notes

2019 $'000

2018 $'000

ASSETS Current assets Cash and cash equivalents 6(a) 21,852 61,554

Trade and other receivables 6(b) 87,677 72,703

Inventories 7(a) 45,451 36,186

Held for sale 7(b) 5,667 2,776

Other assets 10,296 6,934

Total current assets 20(e) 170,943 180,153

Non-current assets Receivables 6(b) 27,474 9,862

Other assets 3,924 5,140

Property, plant and equipment 7(c) 4,167,887 4,425,407

Deferred tax assets 7(e) 156,238 131,366

Intangible assets 7(d) 72,522 78,800

Total non-current assets 4,428,045 4,650,575

Total assets 4,598,988 4,830,728

LIABILITIES Current liabilities Trade and other payables 6(c) 142,582 109,505

Interest bearing liabilities 6(d) 175,401 65,042

Provisions 7(f) 63,535 57,794

Other liabilities 6(e) 73,443 93,293

Deferred income - government grants 7(h) 48,768 73,191

Total current liabilities 20(e) 503,729 398,825

Non-current liabilities Interest bearing liabilities 6(d) 274,674 299,578

Deferred income - government grants 7(h) 483,998 423,566

Provisions 7(f) 5,058 4,341

Defined benefit plans 7(g) 12,348 9,468

Other liabilities 6(e) 5,269 16,204

Total non-current liabilities 781,347 753,157

Total liabilities 1,285,076 1,151,982

Net assets 3,313,912 3,678,746

EQUITY Contributed equity 8(a) 3,118,361 2,827,656

Reserves 8(b) 757,811 980,543

Retained earnings 8(c) (562,260) (129,453)

Total equity 3,313,912 3,678,746

The above consolidated balance sheet should be read in conjunction with the accompanying notes.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 26

Consolidated statement of changes in equity for the year ended 30 June 2018

Attributable to owners of Australian Rail Track Corporation Ltd

Consolidated Notes

Contributed Equity $'000

Property, plant and equipment revaluation reserve

$'000

Hedging reserve - cash flow hedge

- foreign exchange $'000

Profit reserve $'000

Total

Reserves $'000

Retained Earnings $'000

Total Equity $'000

Balance at 1 July 2017 2,684,226 693,520 (9) 270,815 964,326 (134,208) 3,514,344

Total profit for the year as reported in the financial statements 8(c) - - - - - 54,249 54,249

Re-measurement gains/(losses) on defined benefit plans - (net of tax) 8(c) - - - - - 762 762

Cash flow hedge foreign exchange - (net of tax) 8(b) - - 9 - 9 - 9

Asset revaluation reserve adjustment - (net of tax) 8(b) - 31,341 - - 31,341 - 31,341

Total comprehensive income for the year - 31,341 9 - 31,350 55,011 86,361

Transfer to profit reserve 8(b), 8(c) - - - 54,249 54,249 (54,249) -

Dividends provided for or paid 8(b) - - - (65,389) (65,389) - (65,389)

Asset disposal revaluation reserve adjustment 8(b) - (3,993) - - (3,993) 3,993 -

Contributions of equity, net of transaction costs 8 143,430 - - - - - 143,430

Balance at 30 June 2018 2,827,656 720,868 - 259,675 980,543 (129,453) 3,678,746

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

28 Aug 2019 Australian Rail Track Corporation Ltd 27

Consolidated statement of changes in equity for the year ended 30 June 2019

Attributable to owners of Australian Rail Track Corporation Ltd

Consolidated Notes

Contributed Equity $'000

Property, plant and equipment revaluation reserve

$'000

Hedging reserve - cash flow hedge

- foreign exchange $'000

Profit reserve $'000

Total

Reserves $'000

Retained Earnings $'000

Total Equity $'000

Balance at 1 July 2018 2,827,656 720,868 - 259,675 980,543 (129,453) 3,678,746

Adjustment on adoption of AASB 9 (net of tax) (i) - - - - - (25) (25)

Adjustment on adoption of AASB 15 (net of tax) (ii) - - - - - (308) (308)

Restated profit for the year - - - - - (333) (333)

Total profit for the year as reported in the Financial Statements 8(c) - - - - - (448,386) (448,386)

Re-measurement gains/(losses) on defined benefit plans - (net of tax) 8(c) - - - - - (2,485) (2,485)

Asset revaluation reserve adjustment - (net of tax) 8(b) - (136,023) - - (136,023) - (136,023)

Total comprehensive income for the year - (136,023) - - (136,023) (450,871) (586,894)

Dividends provided for or paid 8(b) - - - (68,312) (68,312) - (68,312)

Asset disposal revaluation reserve adjustment 8(b) - (18,397) - - (18,397) 18,397 -

Contributions of equity, net of transaction costs 8(a) 290,705 - - - - - 290,705

Balance at 30 June 2019 3,118,361 566,448 - 191,363 757,811 (562,260) 3,313,912

(i) The Group has adopted AASB 9 Financial Instruments. This resulted in an adjustment of $0.025 million to retained earnings (nil tax impact) as at 1 July 2018, being the cumulative effect on initial application of the standard (refer to Note 11(b)(ii)). The comparative results for the year ended 30 June 2018 are not restated as permitted by the Standard.

(ii) The Group has adopted AASB 15 Revenue from Contracts with Customers on a modified retrospective basis. This resulted in an adjustment of $0.439 million to retained earnings (tax impact of $0.131m) as at 1 July 2018, being the cumulative effect on initial application of the standard (refer to Note 5(a)). The comparative results for the year ended 30 June 2018 are not restated as permitted by the Standard.

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

28 Aug 2019 Australian Rail Track Corporation Ltd 28

Consolidated statement of cash flows for the year ended 30 June 2019

Consolidated

Notes

2019 $'000

2018 $'000

Cash flows from operating activities Receipts from customers 803,046 801,701

Payments to suppliers and employees (677,064) (549,389)

Government grants - revenue 45,545 57,442

171,527 309,754

Income taxes received/(paid) - 1,370

Interest received 4,843 7,172

Net cash inflow from operating activities 9(a) 176,370 318,296

Cash flows from investing activities Payments for property, plant and equipment (582,268) (287,446)

Payments for intangibles (1,830) (2,267)

Proceeds from sale of property, plant and equipment 5,317 731

Net cash outflow from investing activities (578,781) (288,982)

Cash flows from financing activities Government grants - deferred 75,173 23,114

Payments for interest costs relating to borrowings (17,534) (25,591)

Payments for transaction costs relating to borrowings (2,859) (1,929)

Proceeds (repayments)/from to interest bearing liabilities 6(d) 85,536 (149,631)

Proceeds from equity funding 8(a) 290,705 143,430

Dividends paid to Group's Shareholder 10(b) (68,312) (65,389)

Net cash inflow/(outflow) from financing activities 362,709 (75,996)

Net (decrease) in cash and cash equivalents (39,702) (46,682)

Cash and cash equivalents at the beginning of the financial year 61,554 108,236

Cash and cash equivalents at end of year 6(a) 21,852 61,554

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 29

Contents of the notes to the financial statements

Page

1 Reporting entity 31

2 Basis of accounting 31

3 Functional and presentation currency 31

4 Significant accounting estimates and judgements 31

5 Income and expenses 32

6 Financial assets and financial liabilities 38

7 Non-financial assets and liabilities 40

8 Equity 58

9 Cash flow information 60

10 Capital management 61

11 Financial risk management 62

12 Subsidiaries 71

13 Contingencies 71

14 Commitments 71

15 Directors and Key Management Personnel disclosures 73

16 Remuneration of auditors 74

17 Related party disclosures 74

18 Significant events after the balance date 74

19 Parent entity financial information 75

20 Other accounting policies 76

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 30

1 Reporting entity

Australian Rail Track Corporation (the parent) is a Company limited by shares incorporated in Australia located at 11 Sir Donald Bradman Drive, Keswick Terminal, South Australia. The consolidated financial statements of the Company as at and for the year ended 30 June 2019 comprise the Company and its subsidiaries together

referred to as the “Group”. The Group is a Government Business Enterprise (GBE) and the ultimate controlling entity is the Commonwealth Government.

The financial report of ARTC for the year ended 30 June 2019 was authorised for issue in accordance with a resolution of the Directors on 28 August 2019.

2 Basis of accounting

These general purpose financial statements have been prepared in accordance with Public Governance Performance and Accountability Act 2013 (PGPA Act), Australian Accounting Standards, the requirements of the Corporations Act 2001 and other authoritative pronouncements of the Australian Accounting Standards Board. Australian Rail Track Corporation Ltd is a for profit entity for the purpose of preparing the financial statements.

The consolidated financial statements also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

Where necessary, comparative figures have been adjusted to conform to changes in the presentation of the Financial Statements in the current year.

The financial statements are prepared on a historical cost basis except for certain classes of plant and equipment, held for sale assets and derivatives which are measured at fair value.

Where applicable the significant accounting policies are contained in the notes to the financial statements to which they relate and note 20 (Other accounting policies).

The financial statements have been prepared on a going concern basis. See note 20(e).

3 Functional and presentation currency

The financial statements are presented in Australian dollars and all values are rounded to the nearest thousand dollars ($'000) unless otherwise stated under the option available to the Group under ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191. The Group is an entity to which the Instrument applies.

4 Significant accounting estimates and judgements

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 may have a significant risk of causing a material adjustment to the individual carrying amounts of assets and liabilities or may involve a higher degree of judgement or complexity within the next financial year are found in the following notes:

abc Note

abc Access revenue - Hunter Valley coal provision 6 (e)

abc Fair value and carrying value of assets 7 (c), 11 (d) (i)

abc Deferred tax recognition 7 (e)

abc Incident recognition 7 (f)

abc Defined benefit plan 7 (g)

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 31

5 Income and expenses

(a) Access revenue

Consolidated 2019 $'000 2018

$'000

Hunter Valley 446,725 430,516

Interstate 273,397 282,425

720,122 712,941

The Group has applied a modified retrospective approach to AASB 15 at 1 July 2018, the resulting prior year adjustment of $0.439 million net of $0.131 million tax adjustment, has been reflected in the Group's opening retained earnings.

Accounting Policy

ARTC generates access revenue through granting access to train paths to operators covered by an Interstate track access agreement, or a Hunter Valley coal network undertaking.

Under AASB 15, there is a distinct performance obligation in a contract for access to the Interstate or Hunter Valley networks. Revenue is considered variable in nature and transaction prices for access and usage are consistent with the standalone selling price. The Group assessed that the point at which the performance obligation is satisfied is over time using the output method and therefore revenue is recorded for the actual distance travelled. All access pricing is currently regulated by the ACCC. The Hunter Valley access revenue is determined on an expense recovery basis, within the parameters of the Hunter Valley Access Undertaking agreement.

The Group determined that the estimates of expense recovery are subject to a compliance assessment by the ACCC to ensure the amount recognised is within the guidelines of the Access Undertaking and have recognised a refund liability where applicable, being the estimated obligation to refund some or all of the consideration received (or receivable) from the customer and is constrained at the amount the Group ultimately expects it will have to return to the customer. The Group updates its estimates of refund liabilities at the end of each reporting period based on the outcomes of ACCC assessments.

(b) Employee benefits expenses

Consolidated

Notes

2019 $'000

2018 $'000

Wages and salaries 218,504 165,923

Workers compensation 2,916 2,268

Defined benefit plan expense 7(g) 766 918

222,186 169,109

Accounting policy

Accounting policies for employee benefits refer to note 7(f) and 7(g).

(c) Infrastructure costs

Consolidated 2019 $'000 2018

$'000

Infrastructure costs 128,574 73,914

128,574 73,914

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 32

5 Income and expenses (continued)

(c) Infrastructure costs

Infrastructure costs expensed reflect Inland Rail and Port Botany project costs that are not capital in nature, e.g. including pre construction concept and feasibility work.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 33

5 Income and expenses (continued)

(d) Depreciation & Amortisation

Consolidated

Depreciation

2019 $'000

2018 $'000

Buildings 1,142 1,098

Plant and equipment 184,074 176,390

185,216 177,488

Amortisation Computer software 3,458 3,344

Land rights 872 872

Other 3,778 3,772

8,108 7,988

Total 193,324 185,476

Accounting policy

Depreciation and amortisation

Accounting policies for depreciation and amortisation refer to note 7(c).

(e) Net incident costs

Consolidated 2019 $'000 2018

$'000

Expenses - Incident costs 24,624 10,435

Less: Other income - Incident and insurance recovery 15,148 5,466

9,476 4,969

Accounting policy

Recoveries and expenses associated with rail access related incidents

Income attributable to insurance or other recoveries arising from rail access related incidents is only recognised where a contractual agreement is in place and receipt of amounts outstanding is virtually certain. Costs of rectification are recognised when incurred.

Where the Group has suffered damage to its rail network due to other parties, the recourse is commercial negotiation and, if not successful, legal proceedings are initiated, as appropriate.

Potential liabilities and assets are reviewed throughout the year and finalised at reporting date for inclusion in the financial statements. Inclusion of liabilities or assets relating to rail access related incidents occurs where the Group can reliably measure costs or recoveries.

(f) Finance costs

Consolidated 2019 $'000 2018

$'000

Finance costs 17,534 25,169

17,534 25,169

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 34

5 Income and expenses (continued)

(f) Finance costs (continued)

Accounting policy

Finance costs

Borrowings are initially recognised at fair value, net of directly attributable transaction costs incurred and thereafter at amortised cost.

Borrowing costs on Bonds, including fees paid on establishment, are recognised as they accrue using the effective interest method. This is a method of calculating the amortised cost of a financial liability and allocating the interest and other costs over the relevant period using the effective interest rate, which is the

rate that exactly discounts estimated future cash flows through the expected life of the financial liability to the net carrying amount of the financial liability.

Syndicated Debt Facility borrowing costs are recognised as they accrue using the effective interest method; however the fees and interest applicable have different durations to the facility and the variable rates are linked to the market. As a result the shorter period is utilised to undertake the recognition of the individual components of the borrowing costs. As the duration is generally shorter than a year, there is generally no difference between effective interest method and straight line recognition.

Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the cost of that asset. Borrowing costs consist of interest and other costs incurred in connection with the borrowing of funds.

From time to time the Group may undertake short term borrowings such as bridging facilities for contingency or other purposes, and 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 and amortised over the period of the facility to which it relates.

(g) Income tax expense/(benefit)

Consolidated 2019 $'000 2018

$'000

Current tax expense - -

Deferred tax relates to the following: Tax losses & offsets available for offsetting against future taxable income (31,159) 1,665 Origination or reversal of temporary differences in relation to the following items: Property, plant and equipment 61,893 45,146

Other receivables 3,524 991

Other 362 123

Total income tax expense/(benefit) 34,620 47,925

Reconciliation of Tax Expense to Income Tax Payable

The tax law and accounting standards contain different rules around the timing of when amounts may be assessable or deductible. These differences give rise to temporary differences which are recognised in deferred tax expense.

The deductible temporary differences in relation to property, plant and equipment exist as a result of ARTC’s ability to claim tax depreciation on its leased assets in NSW under Division 58 of the Income Tax Assessment Act (1997) in addition to the cumulative impact of impairments and fair value reductions to the accounting value of infrastructure assets.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 35

5 Income and expenses (continued)

(g) Income tax expense/(benefit) (continued)

Accounting policy

Income tax

Accounting policies related to income tax refer to note 7(e).

Numerical reconciliation of income tax expense/(benefit) to prima facie tax payable

Consolidated 2019 $'000 2018

$'000

Total income tax expense/(benefit) 34,620 47,925

Less movements in temporary differences recognised in deferred tax expense: Property, plant and equipment (61,893) (45,146)

Other amounts accrued (3,886) (1,114)

Recognition/(utilisation) tax losses and offset 31,159 (1,665)

Total movements in temporary differences recognised in deferred tax expense (34,620) (47,925)

Income tax payable in respect of financial year - -

The Group's current tax expense for the year ended 30 June 2019 is nil (2018: nil) due to the existence of tax deductions available to the Group as a result of the Group’s ability to claim tax depreciation on NSW lease assets utilising Division 58 of the Income Tax Assessment Act 1997 and to utilise offsets generated in previous years.

abc Profit from continuing operations before income tax expense (413,766) 102,174

Tax at the Group's statutory tax rate of 30% (124,130) 30,652

Unrecognised temporary differences 159,539 17,238

Amendments and prior year adjustments 12 57

Research and development income tax offset - (68)

Non-taxable items (801) 46

Total income tax expense 34,620 47,925

ARTC had an Effective Tax Rate (ETR) of -8.4% as a result of the deferred tax asset recognition. Excluding the deferred tax asset recognition, the normalised ETR is 30.2%.

Amounts charged or credited directly to equity

Consolidated 2019 $000 2018

$'000

Deferred income tax related to items charged directly to equity Net (loss)/gain on net revaluation of infrastructure assets (58,296) 13,431

Net (loss)/gain on defined benefit plan (1,063) 326

Net (loss)/gain on foreign exchange hedge - 4

(59,359) 13,761

Deferred income tax charge included in equity comprises: (Decrease)/increase in deferred tax liabilities 6,693 23,888

(Increase)/decrease in deferred tax assets (66,052) (10,127)

(59,359) 13,761

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 36

5 Income and expenses (continued)

(g) Income tax expense/(benefit) (continued)

The income tax charged directly to equity of $58.3m (2018: $13.4m) is the tax effect of the net revaluations of $194.3m (2018: $44.8m), see note 7(c) .The income tax charged directly to equity of $1.1m (2018:$0.3m) is the tax effect of the defined benefit amount included in other comprehensive income $3.5m (2018: $1.1m), see note 7(g).

(h) Recognition/(reversal) of impairment

Consolidated

Notes

2019 $'000

2018 $'000

Impairment - property, plant and equipment 7(c), 11(d) 446,352 19,571

Impairment - held for sale assets 7(c) 4,340 -

450,692 19,571

Accounting policy

Impairment

Accounting policies for impairment refer to note 7(c).

(i) Reconciliation EBITDAI and EBIT to Income Statement

Consolidated 2019 $'000 2018

$'000

Net Profit/(Loss) after tax (448,386) 54,249

Interest revenue (4,843) (7,172)

Depreciation 185,216 177,499

Amortisation 8,108 7,977

Recognition of impairment loss 450,692 19,571

Finance expenses 17,534 25,169

Income tax (benefit)/expense 34,620 47,925

EBITDAI 242,941 325,218

Consolidated 2019 $'000 2018

$'000

Net (Loss)/profit after tax (448,386) 54,249

Interest revenue (4,843) (7,172)

Finance expenses 17,534 25,169

Income tax (benefit)/expense 34,620 47,925

EBIT (401,075) 120,171

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 37

6 Financial assets and financial liabilities

(a) Cash and cash equivalents

Consolidated 2019 $'000 2018

$'000

Current assets Cash at bank and in hand 21,852 21,554

Funds on deposit - 40,000

21,852 61,554

Cash at bank earns interest at floating rates based on daily bank deposit rates. The "funds on deposit" at balance date reflects funds available to the Group that have been placed on deposit with major Australian banking institutions over various periods not exceeding 180 days consistent with the Group's Treasury Policy. The carrying amount of cash and cash equivalents equates to the fair value. The Group's exposure to interest rate, credit risk and rates earned for the above is set out in note 11.

(b) Trade and other receivables

Consolidated

2019 2018

Current $'000

Non-current $'000

Total $'000

Current $'000

Non-current $'000

Total $'000

Trade receivables 58,612 - 58,612 56,075 - 56,075

Expected Credit Loss (106) - (106) (188) - (188)

Other receivables 29,171 27,474 56,645 16,816 9,862 26,678

87,677 27,474 115,151 72,703 9,862 82,565

An amount of $0.935m that specifically relates to rental on property has been reclassified in 2018 from Other receivables to Trade receivables.

Information on credit risk, impairment and fair value of trade and other receivables can be found in note 11.

The group's application of AASB 15 at 1 July 2018 resulted in an adjustment to the opening balance of Trade receivables of ($0.439) million (refer Note 5 (a)).

(c) Trade and other payables

Consolidated 2019 $'000 2018

$'000

Current liabilities Trade payables 140,189 106,498

Other payables 2,393 3,007

142,582 109,505

Information about the Group's exposure to financial risk is set out in note 11.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 38

6 Financial assets and financial liabilities (continued)

(c) Trade and other payables (continued)

Accounting policy

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 and are measured at amortised cost. The amounts are unsecured and are usually paid within 30 days of recognition.

(d) Interest bearing liabilities

Consolidated

2019 2018

Current $'000

Non-current $'000

Total $'000

Current $'000

Non-current $'000

Total $'000

Bonds - maturing: 5 December 2019 175,401 - 175,401 - 175,216 175,216

11 December 2024 - 124,518 124,518 - 124,362 124,362

Syndicated debt facility - 150,156 150,156 65,042 - 65,042

175,401 274,674 450,075 65,042 299,578 364,620

The cashflow movement of $85.5m (2018: $149.6m) differs from the variance between the balances above due to the impact of effective interest.

(e) Other liabilities

Consolidated

2019 2018

Current $'000

Non-current $'000

Total $'000

Current $'000

Non-current $'000

Total $'000

Other liabilities 73,443 5,269 78,712 93,293 16,204 109,497

73,443 5,269 78,712 93,293 16,204 109,497

Other liabilities is primarily comprised of a refund liability in respect of the over recovery of constrained network coal revenue arising from Compliance Assessments which remain open pending final ACCC determination. See note 5(a).

Significant accounting estimate and judgements

Access Revenue - Hunter Valley Coal liability

As at 30 June 2019 provision has again been made for the ACCC Compliance Assessments which remain open i.e. relating to Calendar Years 2016-8 and to 30 June 2019 for the 2019 calendar year assessment (which is not due for lodgement until 2020).

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 39

6 Financial assets and financial liabilities (continued)

(f) Changes in liabilities

Non - cash changes

Consolidated

1 July $'000

Cashflow $'000

Transfer $'000

Other $'000

30 June $'000

Financial liabilities 2019 Current Interest bearing liabilities 65,042 - 109,958 401 175,401

Non - Current Interest bearing liabilities 299,578 85,536 (109,958) (482) 274,674

364,620 85,536 - (81) 450,075

2018 Current Interest bearing liabilities 215,289 (149,631) - (616) 65,042

Non - Current Interest bearing liabilities 299,384 - - 194 299,578

514,673 (149,631) - (422) 364,620

7 Non-financial assets and liabilities

(a) Inventories

Consolidated 2019 $'000 2018

$'000

Current assets Raw materials - at cost 45,451 36,186

45,451 36,186

Accounting policy

Inventories

Inventories are valued at lower of cost and net realisable value. Cost is assigned on a first in first out basis.

(b) Held for sale

Consolidated 2019 $'000 2018

$'000

Current assets Held for sale 5,667 2,776

5,667 2,776

Property held for sale last year settled in July 2018. Current held for sale assets relate to rail with a formal sale plan expected to be sold within the next 12 months. Gains and losses on the sale of the assets are recognised in the consolidated income statement under profit/(loss) on sale of assets.

On transfer to held for sale assets the assets were reviewed for impairment and subsequently impaired by $4.3m.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 40

7 Non-financial assets and liabilities (continued)

(c) Property, plant and equipment

Non - Current Assets

Consolidated

Construction in progress $'000 Freehold land

$'000

Freehold buildings $'000

Leasehold buildings $'000

Leasehold Improvements -infrastructure $'000

Plant & Equipment -Infrastructure $'000

Plant & Equipment -Other $'000

Total $'000

At 1 July 2017 Cost or fair value 289,046 16,434 17,903 18,077 3,483,778 731,880 92,496 4,649,614

Accumulated depreciation - - (5,267) (4,761) (250,786) (55,716) (43,234) (359,764)

Net book amount 289,046 16,434 12,636 13,316 3,232,992 676,164 49,262 4,289,850

Year ended 30 June 2018 Opening net book amount 289,046 16,434 12,636 13,316 3,232,992 676,164 49,262 4,289,850

Additions - 69 474 391 108,515 99,827 5,627 214,903

Impairment expense (7,882) - - - (10,920) (769) - (19,571)

Borrowing costs capitalised 1,929 - - - - - - 1,929

Additions into capital works in progress 288,116 - - - - - - 288,116

Depreciation charge - - (535) (563) (137,464) (30,496) (8,430) (177,488)

Transfers out of capital work in progress (214,903) - - - - - - (214,903)

Written down value of assets disposed - - - - - (2,105) (96) (2,201)

Reversal of revaluation of assets - - - - (21,982) (12,873) - (34,855)

Revaluation of assets - - - - 79,627 - - 79,627

Closing net book amount 356,306 16,503 12,575 13,144 3,250,768 729,748 46,363 4,425,407

At 30 June 2018 Cost or fair value 356,306 16,503 18,378 18,467 3,521,538 786,303 96,800 4,814,295

Accumulated depreciation - - (5,803) (5,323) (270,770) (56,555) (50,437) (388,888)

Net book amount 356,306 16,503 12,575 13,144 3,250,768 729,748 46,363 4,425,407

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 41

7 Non-financial assets and liabilities (continued)

(c) Property, plant and equipment (continued)

Consolidated

Construction in progress $'000 Freehold land

$'000

Freehold buildings $'000

Leasehold buildings $'000

Leasehold Improvements -Infrastructure $'000

Plant &

Equipment-Infrastructure $'000

Plant & Equipment -Other $'000

Total $'000

Year ended 30 June 2019 Opening net book amount 356,306 16,503 12,575 13,144 3,250,768 729,748 46,363 4,425,407

Additions - 1 405 1,169 146,925 153,585 11,109 313,194

Impairment expense (158,396) - - - (177,962) (109,993) - (446,351)

Borrowing costs capitalised 2,778 - - - - - - 2,778

Additions into capital works in progress 577,677 - - - - - - 577,677

Depreciation charge - - (565) (577) (144,340) (30,713) (9,021) (185,216)

Transfers out of capital work in progress (313,194) - - - - - - (313,194)

Written down value of assets disposed - - (4) (39) (1,934) - (108) (2,085)

Reversal of revaluation of assets - - - - (139,715) (76,913) - (216,628)

Revaluation of assets - - - - 22,309 - - 22,309

Transfer to held for sale assets - - - - - (10,004) - (10,004)

Closing net book amount 465,171 16,504 12,411 13,697 2,956,051 655,710 48,343 4,167,887

adcb At 30 June 2019 Cost or valuation 465,171 16,504 18,778 19,561 3,241,323 719,594 106,344 4,587,275

Accumulated depreciation - - (6,367) (5,864) (285,272) (63,884) (58,001) (419,388)

Net book amount 465,171 16,504 12,411 13,697 2,956,051 655,710 48,343 4,167,887

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 42

7 Non-financial assets and liabilities (continued)

(c) Property, plant and equipment (continued)

(i) Basis of valuation

Property, plant and equipment, excluding construction in progress, is recognised at cost of acquisition, and subsequently carried at fair value less depreciation and impairment. At 30 June 2019 the Group undertook a fair value assessment using an income method approach as there are no similar market quoted assets. The net present value of the cash flows for each business unit is compared with the current carrying value. Gains on revaluation are recognised in the revaluation reserve, while revaluation decrements are reversed out of the revaluation reserve to the extent available, after which, decrements are recognised as an impairment expense in the Consolidated income statement. Property, plant and equipment discount cash flow reviews are undertaken annually to ensure significant movements are identified and accounted for.

The 30 June 2019 assessment resulted in an downward revaluation of the Interstate business unit's assets. The result of this year's assessment is a $504.6m valuation decrement of which $216.6m has been reversed out of the available revaluation reserve (2018: $34.9m), with the balance of $288.0m, being recognised as an impairment expense in the Consolidated income statement (2018: $9.5m).

The Hunter Valley business unit assets were previously revalued. The result of this year's assessment is a $22.3m valuation increment (2018: $79.6m valuation increment) recognised through the revaluation reserve. For further details on the calculation refer to note 11(d).

If infrastructure assets were stated on the historical cost basis less impairment, the amounts would be as follows:

Consolidated 2019 $'000 2018

$'000

Infrastructure assets

Plant & Equipment Cost 1,057,207 918,363

Accumulated depreciation (280,471) (261,787)

Net book amount 776,736 656,576

Leasehold Improvements Cost 3,958,496 3,822,782

Accumulated depreciation (980,903) (845,641)

Net book amount 2,977,593 2,977,141

Construction in progress assets are carried at cost less impairment. The group assesses at the end of each reporting period whether there is any indication that an asset may be impaired, and if such indicators exist, the Group performs an assessment to determine the recoverable amount of an asset. At 30 June 2019 the Group undertook an impairment assessment on the assets and capital works in progress directly related to the Inland Rail project. The expenditure has been assessed on an individual asset basis in accordance with each identifiable assets highest and best use and compared to market values where available. Where market values

were not available the Group determined the recoverable amount of assets using the income approach. While the project is expected to make an operating profit on completion, capital recovery will take a significant period of time, as such this assessment has resulted in an impairment of $158.4m for 30 June 2019 (2018: $10.0m).

Significant accounting estimates and judgements

Fair Value In order to comply with relevant accounting standards the Group undertook a fair value assessment of its infrastructure assets, the results of which are detailed in this note and note 11(d)(iii). Key assumptions when completing the assessment are: forecast data including revenue, expense and capital cash flows and the discount rate used. Therefore, management has reviewed the cash flow to account for any known variables and to ensure a market participant would view the positions taken as reasonable. In addition, the discount rate used is compiled with the support of an external specialist. Note [11(d)(iv)] and ([v]) contains further detail on the process and valuation technique.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 43

7 Non-financial assets and liabilities (continued)

(c) Property, plant and equipment (continued)

Accounting policy

Property, plant and equipment

Infrastructure is valued on a fair value basis while all non-infrastructure is on a cost basis and therefore is subject to an impairment/revaluation assessment at each reporting date.

Fair Value The fair value for infrastructure assets is calculated using the income method approach taking into account the characteristics of the asset that market participants would consider, whereby the measurement reflects current market expectations of future cashflows discounted to their present value for each asset grouping that would be considered reasonable by a normal market participant. The estimated future cash flows are discounted to their present value using a post-tax discount rate that reflects an expert's assessment of current market assessments of the time value of money and the business risk.

Fair value assessments are not applied to non-infrastructure assets on the basis that these assets such as motor vehicles, information technology and other non-infrastructure assets are transferable within the Group and have a short life and a ready market. The written down value of these assets is in line with their fair value.

All other property, plant and equipment are stated at historical cost less accumulated depreciation, and any accumulated impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Revaluation The Group’s infrastructure assets are revalued each year end as a result of the fair value assessment. Infrastructure assets are shown at fair value (inclusive of revaluations and impairments) less accumulated depreciation. Any accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset.

Any revaluation increment is credited to the asset revaluation reserve included in the equity section of the consolidated balance sheet, except to the extent that it reverses a revaluation decrement of the same asset previously recognised in the consolidated income statement, in which case the increase is recognised in the

consolidated income statement (net of tax). Revaluation increments and decrements recognised are allocated to the infrastructure asset carrying amounts within the asset grouping on a pro rata basis.

At the commencement of the application of Australian International Financial Reporting Standards the Group elected that the deemed cost of assets on hand at 30 June 2005 was the revalued amount of those assets. Any accumulated depreciation as at the revaluation date was eliminated against the gross carrying amount of the asset and the net amount was restated to the revalued amount of the asset. Items of property, plant and equipment are either derecognised on disposal or when no further future economic benefits are expected from its use. Gains and losses on disposals are determined by comparing proceeds with the carrying amount and are included in the consolidated income statement. Upon disposal or derecognition, any revaluation reserve relating to the asset is transferred to retained earnings.

Impairment The carrying amounts of the Group’s non-financial assets, other than inventories, deferred tax assets and infrastructure assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any indication exists, then the asset’s recoverable amount is estimated. An impairment expense is recognised if the carrying amount of an asset or cash generating unit (CGU) exceeds it recoverable amount.

The recoverable amount of non - infrastructure assets is determined based on the fair value less costs to sell.

Cost 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. All other repairs and maintenance are charged to the consolidated income statement during the financial period in which they are incurred.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 44

7 Non-financial assets and liabilities (continued)

(c) Property, plant and equipment (continued)

Accounting policy

Depreciation Land is not depreciated. The cost of improvements to or on leasehold properties is amortised over the expected lease term or the estimated useful life of the improvement to the Group, whichever is the shorter. Depreciation on other assets is calculated using the straight line method to allocate their cost or revalued amounts, net of their residual values, over their estimated useful lives, as follows:

Maximum Economic Useful Life*

Infrastructure assets Ballast 60 years Bridges 100 years Culverts 100 years Rail 110 years Sleepers 70 years Signals & Communications 30 years Turnouts 60 years Tunnels 100 years

Non-Infrastructure assets Buildings 50 years IT & Other equipment 4 years Motor vehicles 5 years Other equipment 40 years

* Depending on the age and location of particular assets, the economic life may vary. The maximum economic useful lives are reviewed at the end of each financial year end and adjusted if required.

Capital work in progress and capitalisation Work in progress comprises expenditure on incomplete capital works. Expenditure on the acquisition of new infrastructure assets is capitalised when these new assets increase the net present value of future cash flows.

Infrastructure assets in the course of construction are classified as capital work in progress. Capital works in progress are recorded at cost including borrowing costs capitalised where applicable and are not depreciated until they have been completed and the assets are ready for economic use.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 45

7 Non-financial assets and liabilities (continued)

(d) Intangible assets

Consolidated

Computer Software $'000 Land Rights

$'000

Other $'000

Total $'000

At 1 July 2017 Cost 17,600 44,735 55,000 117,335

Accumulated amortisation (11,776) (3,747) (17,291) (32,814)

Net book amount 5,824 40,988 37,709 84,521

Year ended 30 June 2018 Opening net book amount as at 1 July 5,824 40,988 37,709 84,521

Additions into asset register 2,267 - - 2,267

Amortisation charge (3,344) (872) (3,772) (7,988)

Closing net book amount 4,747 40,116 33,937 78,800

At 30 June 2018 Cost 19,512 44,735 55,000 119,247

Accumulated amortisation (14,765) (4,619) (21,063) (40,447)

Net book amount 4,747 40,116 33,937 78,800

Consolidated

Year ended 30 June 2019 Opening net book amount as at 1 July 4,747 40,116 33,937 78,800

Additions into asset register 1,834 - - 1,834

Amortisation charge (3,464) (872) (3,772) (8,108)

Disposals (4) - - (4)

Closing net book amount 3,113 39,244 30,165 72,522

At 30 June 2019 Cost 20,530 44,735 55,000 120,265

Accumulated amortisation (17,417) (5,491) (24,835) (47,743)

Net book amount 3,113 39,244 30,165 72,522

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 46

7 Non-financial assets and liabilities (continued)

(d) Intangible assets (continued)

Accounting policy

Intangible assets

Computer software has a finite useful life and is carried at cost less accumulated amortisation. Amortisation is calculated using the straight line method to allocate the cost of computer software over its estimated useful life of four years.

ARTC recognises land usage rights when costs are incurred to obtain land which ARTC does not retain title but through leasing rights has the ability to utilise the land. Under lease arrangements, ARTC may provide funds to other government bodies to acquire additional land holdings to enable the infrastructure to be expanded. ARTC is not entitled to be reimbursed for this expenditure but has the right to use the land. The land rights have a finite useful life expiring in conjunction with the relevant lease and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight line method to allocate the cost of land rights over its estimated useful life.

Other intangible assets relate to contractual rights in relation to a wholesale access agreement which provides a pricing cap over the third party infrastructure asset between Kalgoorlie and Perth which completes track access between the east and west coast of Australia. These rights have a finite useful life and amortisation is calculated using the straight line method to allocate cost over the estimated useful life.

Annual impairment considerations are undertaken through the fair value less cost to sell approach as these assets are part of the asset grouping in the highest and best use assessments.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 47

7 Non-financial assets and liabilities (continued)

(e) Deferred tax balances

(i) Deferred tax assets

Consolidated 2019 $'000 2018

$'000

The balance comprises temporary differences attributable to: Property plant and equipment 255,443 325,128

Income tax losses and non-refundable offsets 31,345 186

Defined benefit plan 3,704 2,841

Other current assets 27 57

290,519 328,212

Movements: Opening balance at 1 July 328,212 353,526

(Charged)/credited to the consolidated income statement related to tax losses and offsets 31,159 (1,665)

(Charged)/credited to the consolidated income statement related to property plant and equipment (134,674) (33,652)

(Charged)/credited to the consolidated income statement, other (362) (123)

(Charged)/credited to equity related to property, plant and equipment 64,990 10,456 (Charged)/credited to equity related to defined benefit plan 1,063 (326)

(Charged)/credited to equity related to AASB 15 adjustment 131 -

(Charged)/credited related to cash flow hedge - (4)

Closing balance at 30 June before set off 290,519 328,212

Set off of deferred tax liabilities (134,281) (196,846)

Net deferred tax asset 156,238 131,366

At 30 June 2019, the Group has unrecognised deferred tax assets in relation to temporary differences of $424.1m (2018: $264.6m) associated with the Group's ability to claim tax depreciation on NSW lease assets utilising Division 58 of the Income Tax Assessment Act 1997 and also due to the cumulative impacts of impairment of assets on the North South corridor within the Interstate rail network.

The Group has an unrecognised deferred tax asset in relation to a carried forward capital loss of $1.3m (2018: $0.7m). It is not recognised on the basis that there are no forecast future capital gains against which the loss could be utilised.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 48

7 Non-financial assets and liabilities (continued)

(e) Deferred tax balances (continued)

(ii) Deferred tax liabilities

Consolidated 2019 $'000 2018

$'000

The balance comprises temporary differences attributable to: Property, plant and equipment 127,592 193,681

Other receivables 6,689 3,165

Deferred tax liabilities 134,281 196,846

2019 $'000

2018 $'000

Movements: Opening balance at 1 July 196,846 160,472

Charged/(credited) to the consolidated income statement related to property, plant and equipment (72,782) 11,495

Charged/(credited) to the consolidated income statement related to other receivables 3,524 991

Charged/(credited) to equity related to property, plant and equipment 6,693 23,888 Closing balance at 30 June before set off 134,281 196,846

Set off to deferred tax assets (134,281) (196,846)

Net deferred tax liability - -

Tax Strategy, Risk Management and Governance

ARTC has developed a Board approved Tax Governance Policy to guide the way in which the Group manages its tax obligations and is consistent with the Group’s corporate governance framework reflecting the ASX “Corporate Governance Principles and Recommendations” and the Group’s low risk appetite.

The Policy is supported by tax related procedures and processes which ensure ARTC effectively manages its tax risk.

ARTC’s approach to taxation aligns with the Group’s business strategy, code of conduct and values. As a Government Business Enterprise, ARTC is governed by the Public Governance, Performance and Accountability Act (2013) [PGPA Act] and Government Business Enterprise [GBE] Guidelines. ARTC considers the interests of its Shareholder in the adoption of low risk tax strategies and avoidance of non-compliant tax practices.

ARTC seeks to uphold the reputation of the Group and its Shareholder by giving due consideration to its social and corporate responsibility to pay the right amount of tax, at the right time, in the right jurisdiction and be transparent in the conduct of its tax affairs.

Tax Planning and Relationship with Tax Authorities

ARTC does not undertake transactions of a contrived or artificial nature for the purpose of obtaining a tax benefit. All transactions are undertaken in the context of the commercial needs of the company, which are of primary importance.

ARTC engages in Tax Planning in order to legitimately achieve the best after tax outcomes, that is, through claiming available deductions, tax rebates, offsets and credits. ARTC is committed to observing all applicable tax laws, rulings and regulations in meeting its tax compliance obligations in all jurisdictions where ARTC operates.

Professional opinions are obtained from reputable external advisors on matters where the amount of the tax involved is significant and the tax treatment is complex or relates to non-routine transactions. Where management considers it appropriate, ARTC engages with the tax authorities to obtain formal guidance (including private binding rulings) in relation to the taxation consequences of complex or non-routine transactions or where there is uncertainty in the application of the tax laws.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 49

7 Non-financial assets and liabilities (continued)

(e) Deferred tax balances (continued)

Significant accounting estimates and judgements

Deferred tax recognition

The Group has recognised a net deferred tax asset as set out in this note in relation to deductible temporary differences to the extent that a deferred tax liability exists in relation to taxable temporary differences, which are expected to reverse over the same periods. In addition, an excess deferred tax asset has been recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences can be utilised. The recognition of the net deferred tax asset is considered appropriate following an assessment of the overall forecast accounting profit and tax payable position of the Group.

Accounting policy

Income tax

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the current periods taxable income and any adjustments in respect of prior years. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date.

Deferred tax liabilities (DTLs) are recognised for all taxable temporary differences between the carrying amount of assets and liabilities for financial reporting and the amounts used for taxation purposes.

Deferred tax assets (DTAs) are recognised for all deductible temporary differences, carry forward of unused tax offsets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the unused tax offsets and losses can be utilised.

Division 58 of the Income Tax Assessment Act 1997 (“Division 58"), has entitled the Group to value certain assets, for taxation purposes, using pre-existing audited book values or the notional written down values of the assets as appropriate. This effectively means the tax depreciable value of these rail infrastructure and related assets significantly exceeds the carrying value. Accordingly, Division 58 results in significant deductible temporary differences and potential DTAs. The carrying amount of DTAs is reviewed at each reporting date and adjusted to the extent that it is probable that sufficient taxable profit will be available to allow the deferred tax asset to be utilised.

DTAs and DTLs are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. DTAs and DTLs are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the DTAs and DTLs relate to the same taxable entity and the same taxation authority.

Tax consolidation

Australian Rail Track Corporation Ltd and its wholly owned Australian controlled entities consolidated for income tax purposes as of 1 July 2003.

The head entity, Australian Rail Track Corporation Ltd, and the controlled entities in the income tax consolidated group continue to account for their own current and deferred tax amounts. The Group has applied the stand alone taxpayer approach, consistent with the requirements of Interpretation 1052, in determining the appropriate amount of current taxes and deferred taxes to allocate to members of the income tax consolidated group. In addition to its own current and deferred tax amounts, Australian Rail Track Corporation Ltd also recognises the current tax liabilities (or assets) and the DTAs 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.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 50

7 Non-financial assets and liabilities (continued)

(f) Provisions

Consolidated

2019 2018

Current $'000

Non-current $'000

Total $'000

Current $'000

Non-current $'000

Total $'000

Employee benefits 46,796 5,058 51,854 43,245 4,341 47,586

Incident provision 16,739 - 16,739 14,549 - 14,549

63,535 5,058 68,593 57,794 4,341 62,135

(i) Information about individual provisions and significant estimates

The incident provision recognises the Group's estimate of the liability with respect to costs associated with damage caused by incidents such as derailments, which occurred whilst using the Group's rail infrastructure.

Significant accounting estimates and judgements

Incident recognition

The provision for incidents recognises the Group’s estimated liability with respect to costs associated with damage caused by incidents such as force majeure, derailments, including the potential for third party and/or insurance recoveries.

(ii) Movements in provisions

Movements in each class of provision during the financial year are set out below:

2019

Employee benefits $'000

Incident $'000

Total $'000

Carrying amount at 1 July 47,586 14,549 62,135

Additional provisions recognised 31,742 24,624 56,366

Amounts used during the year (27,474) (22,434) (49,908)

Carrying amount at 30 June 51,854 16,739 68,593

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 51

7 Non-financial assets and liabilities (continued)

(f) Provisions (continued)

Accounting policy

Employee benefits

(i) Short term obligations Liabilities for wages and salaries, including non-monetary benefits expected to be settled within twelve months of the reporting date are recognised in respect of employees' services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled.

(ii) Long term obligations The liability for long service leave and associated on-costs is accumulated from the date of commencement. They are measured at the amounts expected to be paid when the liabilities are settled and discounted to determine their present value. Consideration is given to expected future wage and salary levels with an allowance for expected future increases.

As not all annual leave is expected to be taken within twelve months of the respective service being provided, annual leave obligations are classified as long term employee benefits in their entirety. Annual leave is measured on a discounted basis utilising the high quality corporate bond rates when discounting employee benefit liabilities.

Provisions

Provisions for legal claims and incident provisions, service warranties and make good obligations 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 can be reliably estimated. Provisions are not recognised for future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the obligation at the reporting date.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 52

7 Non-financial assets and liabilities (continued)

(g) Non-current liabilities - Defined benefit plans

(i) Consolidated Balance Sheet amounts

The amounts recognised in the balance sheet and the movements in the net defined benefit obligation over the year as follows:

Present value of obligation $'000

Fair value of plan assets $'000

Net

amount $'000

Balance as at 1 July 2017 (40,706) 29,637 (11,069)

Included in consolidated income statement Current service cost (478) - (478)

Interest (expense)/income (1,691) 1,251 (440)

(2,169) 1,251 (918)

Included in other comprehensive income Re-measurements Return on plan assets, excluding amounts included in interest (expense)/income - 1,282 1,282

(Loss)/gain from change in demographic assumptions (1,276) - (1,276)

(Loss)/gain from change in financial assumptions (385) - (385)

Experience gains/(losses) 1,468 - 1,468

(193) 1,282 1,089

Contributions: Employers - 1,430 1,430

Plan participants (281) 281 -

Payments from plan: Payments from plan 2,186 (2,186) -

1,905 (475) 1,430

Balance as at 30 June 2018 (41,163) 31,695 (9,468)

Balance sheet as at 1 July 2018 (41,163) 31,695 (9,468)

ccc Included in consolidated income statement Current service cost (401) - (401)

Interest (expense)/income (1,668) 1,303 (365)

(2,069) 1,303 (766)

Included in other comprehensive income Re-measurements Return on plan assets, excluding amounts included in interest (expense)/income - 1,186 1,186

(Loss)/gain from change in financial assumptions (4,948) - (4,948)

Experience gains/(losses) 218 - 218

(4,730) 1,186 (3,544)

< header row > Contributions: Employers - 1,430 1,430

Plan participants (258) 258 -

Payments from plan: Payments from plan 3,631 (3,631) -

3,373 (1,943) 1,430

Balance as at 30 June 2019 (44,589) 32,241 (12,348)

abc

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 53

7 Non-financial assets and liabilities (continued)

(g) Non-current liabilities - Defined benefit plans (continued)

(ii) Superannuation plan

On commencement on 5 September 2004 of the 60 year lease with the NSW Government to operate the NSW interstate main lines, the Hunter Valley business unit and dedicated metropolitan freight lines to the Sydney Ports, employees previously employed by Rail Infrastructure Corporation/State Rail Authority and now currently employed by ARTC, are members of the three defined benefit funds listed below. As part of that arrangement ARTC is required to make an annual contribution that covers all three schemes to assure that the schemes are sufficiently funded.

State Authorities Superannuation Scheme (SASS)

SASS is a split benefit scheme, which means it is made up of an accumulation style contributor financed benefit and a defined benefit style employer financed benefit. Employees can elect to contribute between 1% and 9% of their salary to SASS and can vary their contribution rate each year. Generally, each percentage of salary that a member contributes each year buys the member one benefit point which is used in the calculation of the employer financed benefit.

State Superannuation Scheme (SSS)

SSS is a defined benefit scheme which means that benefits are based on a specified formula, and as such are not affected by investment returns. SSS members contribute towards units of fortnightly pension throughout their membership.

State Authorities Non-Contributory Superannuation Scheme (SANCS)

SANCS is a productivity type superannuation benefit accrued by SASS members in addition to their contributory scheme benefits. Calculated at 3% of final average salary or final salary, depending on the mode of exit, for each year of service from 1 April 1988. It is fully employer financed.

All the schemes are closed to new members.

The schemes in the Pooled Fund are established and governed by the following NSW legislation: Superannuation Act 1916, State Authorities Superannuation Act 1987, Police Regulation (Superannuation) Act 1906, State Authorities Non-contributory Superannuation Scheme Act 1987, and their associated regulations.

Under a Heads of Government agreement, the New South Wales Government undertakes to ensure that the Pooled Fund will conform to the principles of the Commonwealth’s retirement incomes policy relating to preservation, vesting and reporting to members and that member benefits are adequately protected.

An actuarial investigation of the Pooled fund is performed every three years. The last actuarial triennial review was performed as at 30 June 2018.

The Fund's Trustee is responsible for the governance of the Fund. The Trustee has a legal obligation to act solely in the best interests of fund beneficiaries. The Trustee has the following roles:

• Administration of the fund and payment to the beneficiaries from fund assets when required in accordance with the fund rules; • Management and investment of the fund assets; and • Compliance with other applicable regulations.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 54

7 Non-financial assets and liabilities (continued)

(g) Non-current liabilities - Defined benefit plans (continued)

(iii) Categories of plan assets

The asset recognised does not exceed the present value of any economic benefits available in the form of reductions in future contributions to the plan.

All Pooled Fund assets are invested by SASS Trustee Corporation at arm’s length through independent fund managers, assets are not separately invested for each entity and it is not possible or appropriate to disaggregate and attribute fund assets to individual entities. As such, the disclosures below relate to total assets of the Pooled Fund and therefore will not match the balance of ARTC fair value of plan assets as disclosed in g(i).

Consolidated 2019

Consolidated 2018

The major category of plan assets are as follows: Quoted

$m

Un-

quoted $m

Total $m

Quoted $m

Un-

quoted $m

Total $m

Equity instruments 16,614 3,143 19,757 17,219 2,944 20,163

Property 699 2,890 3,589 788 2,923 3,711

Short term securities 2,136 1,907 4,043 2,185 2,216 4,401

Fixed interest securities 12 4,251 4,263 50 3,581 3,631

Alternatives 326 10,230 10,556 421 9,474 9,895

19,787 22,421 42,208 20,663 21,138 41,801

Consolidated 2019 % 2018

%

Equity instruments 47 48

Property 8 9

Short term securities 10 10

Fixed interest securities 10 9

Alternatives 25 24

100 100

(iv) Actuarial assumptions and sensitivity

Actuarial assessment undertaken by Mercer as at 30 June 2019 contains the following significant independent actuarial assumptions (expressed as weighted averages):

Consolidated 2019 2018

Discount rate 3.0% 4.2%

Rate of CPI increase 2.3% 2.5%

Future salary increases 3.2% 3.2%

Scenarios related to changes to the discount rate (effectively investment return), salary growth rate and rate of CPI increase relate to sensitivity of the total defined benefit obligation to economic assumptions, and scenarios related to pensioner mortality relate to sensitivity to demographic assumptions. The assumption as to the

expected rate of return on assets is determined by weighing the expected long term return for each asset class by the target allocation of assets to each class. The returns used for each class are net of investment tax and investment fees.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 55

7 Non-financial assets and liabilities (continued)

(g) Non-current liabilities - Defined benefit plans (continued)

(iv) Actuarial assumptions and sensitivity (continued)

The sensitivity of the total defined benefit obligation as at 30 June 2019 under several scenarios is shown below.

Impact on defined benefit obligation

Change in assumption Increase in assumption Decrease in assumption 2019 2018 2019 2018

$'000 $'000 $'000 $'000

Discount rate 1.0% 5,541 4,700 (4,485) (3,840)

Salary growth rate 0.5% 908 908 (875) (874)

Rate of CPI increase 0.5% 1,585 1,228 (1,443) (1,222)

Pensioner mortality rate Higher mortality** /Lower mortality * 600 435 (276) (204)

*Assumes the short term pensioner mortality improvement factors for years 2019-2023 also apply for years after 2023

**Assumes the long term pensioner mortality improvement factors for years post 2023 also apply for years 2019 to 2023

The defined benefit obligation has been recalculated by changing the assumptions as outlined above, whilst retaining all other assumptions.

(v) Risk exposure

There are a number of risks to which the Fund exposes the Employer. The more significant risks relating to the defined benefits are:

• Investment risk - The risk that investment returns will be lower than assumed and the Employer will need to increase contributions to offset this shortfall.

• Longevity risk - The risk that pensioners live longer than assumed, increasing future pensions.

• Pension indexation risk - The risk that pensions will increase at a rate greater than assumed, increasing future pensions.

• Salary growth risk - The risk that wages or salaries (on which future benefit amounts for active members will be based) will rise more rapidly than assumed, increasing defined benefit amounts and thereby requiring additional employer contributions.

• Legislative risk - The risk is that legislative changes could be made which increase the cost of providing the defined benefits.

The defined benefit fund assets are invested with independent fund managers and have a diversified asset mix. The Fund has no significant concentration of investment risk or liquidity risk.

(vi) Defined benefit liability and employer contributions

In accordance with the Occupational Superannuation Standards Regulations and Australian Accounting Standard AASB 1056 "Superannuation Entities" funding arrangements are reviewed at least every three years following the release of the triennial actuarial review and was last reviewed following completion of the triennial review as at 30 June 2018. Contribution rates are set after discussions between the employer, STC and NSW Treasury.

The next triennial review is at 30 June 2021, the report is expected to be released by the end of 2021.

Funding positions are reviewed annually and funding arrangements may be adjusted as required after each annual review.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 56

7 Non-financial assets and liabilities (continued)

(g) Non-current liabilities - Defined benefit plans (continued)

(vi) Defined benefit liability and employer contributions (continued)

Expected contributions to defined benefit plans for the year ending 30 June 2019 are $1.4m. Following the triennial review of the Defined Benefit Fund as at 30 June 2018 it was determined that ARTC employer contribution would remain at $1.4m p.a. for each of the 3 years and be subject to ongoing review.

The weighted average duration of the defined benefit obligation is 12.6 years (2018: 13.1 years).

(vii) Amounts recognised in consolidated income statement

The amounts recognised in the consolidated income statement in employee benefits expense are as follows:

Consolidated 2019 $'000 2018

$'000

Current service cost 401 478

Interest cost on benefit obligation 365 440

766 918

(viii)Amounts recognised in other comprehensive income

Consolidated 2019 $'000 2018

$'000

Actuarial gains/(losses) on liabilities 4,730 193

Actual return on Fund assets less interest income (1,186) (1,282)

3,544 (1,089)

Significant accounting estimates and judgements

Defined benefit plan

Various actuarial assumptions are required when determining the Group's defined benefit obligations that are highlighted in this note above.

Accounting policy

Defined benefit plan

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, in other comprehensive income. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss.

The defined benefit asset or liability recognised in the consolidated balance sheet represents the present value of the defined benefit obligation, less the fair value of the plan assets. Any asset resulting from this calculation is limited to the present value of available refunds and reductions in future contributions to the

plan.

The high quality corporate bond rates have been utilised when discounting employee benefit liabilities as of 30 June 2019.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 57

7 Non-financial assets and liabilities (continued)

(h) Liabilities - Deferred income government grants

Consolidated

2019 2018

Current $'000

Non-current $'000

Total $'000

Current $'000

Non-current $'000

Total $'000

Deferred income - government grants 48,768 483,998 532,766 73,191 423,566 496,757 48,768 483,998 532,766 73,191 423,566 496,757

The grants received primarily arise from rail projects delivered under the Infrastructure Investment Programme, including the Inland Rail Project, to improve efficiency and safety of the National Land Transport Network. Previously the Company has been awarded other grants from the Government of Victoria and other state funded projects.

Accounting policy

Government grants

Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions. Where the grants have attached conditions and/or are project specific, they are recognised at their fair value and initially credited to deferred income upon receipt, then recognised in the consolidated income statement over the period necessary to match them with the costs that they are intended to compensate. Where those grants relate to expenditure that is to be capitalised, they are credited to the consolidated income statement on a straight line basis over the expected lives of the related assets from the date of commissioning. Grants that compensate the Group for expenses incurred are recognised in the income statement on a systematic basis in the periods in which expenses are recognised e.g. Inland Rail Project.

8 Equity

(a) Contributed equity

(i) Share capital

2019 Shares

2018 Shares

2019 $'000

2018 $'000

Ordinary shares - fully paid 3,026,610,100 2,735,905,100 3,118,361 2,827,656

3,026,610,100 2,735,905,100 3,118,361 2,827,656

Equity injections for Inland Rail of $194.7m (2018: $83.43m) and Adelaide to Tarcoola Re-Railing Project of $96.0m (2018: $60.0m) have been received throughout the year.

(ii) Ordinary shares

On a show of hands every holder of ordinary shares present at a meeting in person, or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held.

Accounting policy

Contributed equity

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 58

8 Equity (continued)

(b) Reserves

Consolidated 2019 $'000 2018

$'000

Asset revaluation reserve 566,448 720,868

Profit reserves 191,363 259,675

757,811 980,543

Consolidated 2019 $'000 2018

$'000

Movements:

Revaluation surplus - Property, plant and equipment Opening balance at 1 July 720,868 693,520

Revaluation on asset revaluation reserve - (net of tax) (136,023) 31,341

Asset revaluation reserve - asset disposal (18,397) (3,993)

Balance as at 30 June 566,448 720,868

Profit reserve Opening balance at 1 July 259,675 270,815

Profit transferred into the reserve - 54,249

Dividend paid (68,312) (65,389)

Balance as at 30 June 191,363 259,675

Cash flow hedges Opening balance at 1 July - (9)

Hedge reserve - foreign exchange - 9

Balance as at 30 June - -

757,811 980,543

(i) Asset revaluation reserve

The property, plant and equipment revaluation reserve is used to record increments and decrements on the revaluation of infrastructure assets.

(ii) Profit reserve

The profit reserve is used to preserve current profits for the purpose of paying dividends in future years.

(iii) Hedge reserve - cash flow hedges

The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged transactions that have not yet occurred. Amounts are reclassified to the consolidated income statement when the associated hedged transaction settles.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 59

8 Equity (continued)

(c) Retained earnings

Movements in retained earnings were as follows:

Consolidated 2019 $'000 2018

$'000

Opening balance at 1 July, as reported (129,453) (134,208)

Impact of changes in accounting standards (net of tax) (333) -

(129,786) (134,208)

Profit/(Loss) for the year (448,386) 54,249

Re-measurement (losses)/gains on defined benefit plans - (net of tax) (2,485) 762

Asset revaluation reserve - asset disposal 18,397 3,993

Transfer to profit reserve - (54,249)

(562,260) (129,453)

The Group has adopted AASB 9 Financial Instruments and AASB 15 Revenue from Contracts with Customers. This resulted in an adjustment of $0.025 million to retained earnings (nil tax impact) as at 1 July 2018, being the cumulative effect on initial application of the AASB 9 (refer to Note 11(b)(ii)).

AASB 15 was adopted on modified retrospective basis resulting in an adjustment of $0.439 million to retained earnings (tax impact of $0.131m) as at 1 July 2018, being the cumulative effect on initial application of AASB 15 (refer to Note 5(a)).

The comparative results for the year ended 30 June 2018 are not restated as permitted by the standards.

9 Cash flow information

(a) Reconciliation of profit after income tax to net cash inflow from operating activities

Consolidated 2019 $'000 2018

$'000

abc Net profit/(loss) for the year after tax (448,386) 54,249

abc Adjustments for: Depreciation 185,216 177,488

Amortisation 8,108 7,988

Recognition of impairment (reversal)/expense 450,692 19,571

Recognition of government grant income attributable to financing activities (39,164) (22,471) Net loss/(gain) on sale of non-current assets (379) 1,488

Finance costs 17,534 25,169

Income tax expense 34,620 47,925

abc Operating profit before changes in working capital and provisions 208,241 311,407 abc Change in operating assets and liabilities:

Change in trade debtors and other receivables (32,586) (8,507)

Change in inventories (9,265) (6,654)

Change in other current assets 630 (5,939)

Change in trade and other payables 33,678 27,598

Change in other liabilities (30,786) (1,414)

Change in provisions 6,458 1,805

abc Net cash inflow from operating activities 176,370 318,296

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 60

10 Capital management

(a) Risk management

The Group's objectives when managing capital are to:

• safeguard the ability to continue as a going concern (refer to note 20(e)), so that it can continue to provide returns for shareholders and benefits for other stakeholders; and

• 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 dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

During 2019 the Group's objective was to maintain a gearing ratio under 40% (2018: 40%). The gearing ratios were as follows:

Consolidated

Notes

2019 $'000

2018 $'000

Total Borrowings 6(c), 6(d) 592,657 474,125

Less cash and cash equivalents 6(a) (21,852) (61,554)

Adjusted net debt 570,805 412,571

Total equity 3,313,909 3,678,746

Adjusted equity 3,884,714 4,091,317

Net debt to adjusted equity ratio 14.7% 10.1%

Total borrowings include trade and other payables and the impact of amortised interest and fees. Adjusted equity equates to equity as reported plus adjusted net debt as calculated above.

(b) Dividends - Ordinary shares

Consolidated 2019 $'000 2018

$'000

Final dividend for the year ended 30 June 2018 of 1.4 cents (2018: 0.89 cents) per fully paid share 42,497 22,409

Interim dividend for the year ended 30 June 2019 of 0.9 cents (2018: 1.71) per fully paid share 25,815 42,980

68,312 65,389

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 61

11 Financial risk management

The Group's principal financial instruments comprise receivables, payables, bonds, banking facilities, cash, short term deposits and derivatives. The carrying amount equates to the fair value of the financial instruments.

Risk management framework

The Group's Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Treasury Committee, a committee reporting to the CEO, is responsible for reviewing, monitoring and endorsing funding and risk management strategies. Treasury identifies, evaluates and monitors compliance and manages financial risks in accordance with the Treasury Policy and Strategy. Treasury provides updates to the Audit and Compliance Committee which oversees adequacy, quality and effectiveness of governance and 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. Note the Group’s current activities do not expose it to price risk. The Group's overall financial risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group uses fixed rate debt instruments, derivative financial instruments such as foreign exchange contracts and interest rate swaps to hedge cash flow risk exposures. Derivative financial instruments are exclusively used for hedging purposes, that is, not as trading or other speculative instruments. The Group uses different methods to identify and measure various different types of risk to which it is exposed.

(a) Market risk

(i) Foreign exchange risk

Foreign exchange risk arises from future commercial transactions such as purchases of equipment and supplies from overseas. All significant non - Australian dollar denominated payments require Treasury to assess and mitigate the Group's foreign exchange risk.

Forward contracts are generally used to manage foreign exchange risk predominantly in USD purchases. Treasury is responsible for managing the Group's exposures in each foreign currency by using external foreign currency instruments in accordance with Board approved Treasury Policy.

The portion of the gain or loss on the hedging instrument that is determined to be an effective hedge is recognised directly in equity. When the cash flows occur, the Group adjusts the initial measurement of the component recognised in the consolidated income statement by the related amount deferred in equity.

During the year ended 30 June 2019 there were no reclassifications of cash flow hedge from equity to the income statement (2018: $(0.054m)) due to the maturing of the hedges. There was no hedge ineffectiveness in the current year expensed to the income statement (2018: $0.019m).

(ii) Interest rate risk

The Group’s policy is to invest its available cash reserves with due regard to the timing and magnitude of operational cash flow requirements. The Group manages its interest rate risk by entering into and designating interest rate related authorised hedging instruments as hedges. As at the reporting date, cash reserves are being held as cash and short term investments.

The gain or loss from re-measuring the hedging instruments at fair value is recognised in other comprehensive income and deferred in equity in the hedging reserve, to the extent that the hedge is effective. It is reclassified into the income statement when the hedged interest expense is recognised. For the year ended 30 June 2019 there were no interest rate hedges established, therefore, there was no impact on the financial statements. Refer to the accounting policy at the end of this note.

(iii) Classification of derivatives

Derivatives are designated and documented as hedging instruments and for the effective portion of the hedge accounted for at fair value in other comprehensive income and deferred in equity in the hedging reserve. It is reclassified into the income statement when the hedged interest expense is recognised.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 62

11 Financial risk management (continued)

(a) Market risk (continued)

(iv) Sensitivity analysis - interest rate and foreign currency

Interest rate risk -0.5% +0.5%

Profit $'000 Equity $'000

Profit $'000 Equity $'000

30 June 2019 c Financial assets Cash and cash equivalents (76) (76) 76 76

Total increase/(decrease) in financial assets (76) (76) 76 76

Interest rate risk -0.5% +0.5%

Profit $'000 Equity $'000

Profit $'000 Equity $'000

30 June 2018 c Financial assets Cash and cash equivalents (216) (216) 216 216

Total increase/(decrease) in financial assets (216) (216) 216 216

This analysis assumes all other variables are constant. All current bonds are issued at fixed rates. Foreign currency derivatives balances were low or nil in both the current and previous financial periods and therefore excluded from the above sensitivity analysis.

(b) Credit risk

(i) Risk management

The Group's exposure to credit risk arises from potential default of the counterparty, with a maximum exposure equal to the carrying amount. Credit risk is managed on a Group basis. Credit risk arises predominantly from trade and other receivables and a very minimal amount from cash and cash equivalents. The Group does not hold any credit derivatives to offset its credit exposure.

The Group's Treasury Policy mitigates credit risk including that related to cash and cash equivalents by outlining the approach to the management of counterparty credit risk as approved by the Board. A number of criteria are utilised to manage and spread the level of risk such as: minimum credit rating of counterparty (investment grade),

maximum credit exposure to any one counterparty and consideration of counterparty concentration risk. The Group generally utilises large A-1/AAA rated banks and therefore as a result credit risk is very minimal on cash and cash equivalents.

The Group's policy is that all customers enter into access agreements meeting the terms and conditions as set out in the agreement before entering the Group's rail network and receiving any trade credit facilities.

The Group’s exposure to bad debts has been historically low and statistically insignificant. The Group does have significant concentration of credit risk associated with major customers providing a high proportion of access revenue. Bad debt provisions are assessed on an individual basis in addition to an expected credit loss calculation.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 63

11 Financial risk management (continued)

(b) Credit risk (continued)

(ii) Credit quality: Allowance for impairment

As at 1 July 2018, the group has moved from an 'incurred loss' model to an 'expected credit loss model' to comply with the new Accounting Standard AASB 9 Financial Instruments. A specific provision for impaired receivables will continue to be recognised for all known exposures and an expected credit loss allowance will be recognised for potential future exposures.

The Group has chosen to use the Simplified Approach in determining its expected credit loss allowance for trade receivables which is made up of accruals or amounts where credit risk is non - existent are assessed using relevant impairment indicators. Under the Simplified Approach, a matrix has been used as the practical expedient to determine expected credit losses on trade receivables. The matrix incorporates forward looking information and historical default rates. The inputs to the matrix include revenue, trade receivable collections, trade receivable write-offs and reasons for bad debts. The output of the matrix is an average 3 year default rate for each aged trade receivable range, with the addition of the specific provision for impaired receivables included. The average default rate is then applied to the aged trade receivable balances at each reporting date to calculate the expected credit loss allowance.

As at 30 June 2019, the expected credit loss allowance calculated using the average 3 year default rate for the group was calculated as $0.106m (2018: $0.213m of which $0.188 was a specific impairment and $0.025m was the calculated expected credit loss allowance that was restated through opening retained earnings). The individually impaired items primarily relate to rental on property where the lessees have fallen behind on lease payments.

The following table provides information about the exposure to credit risk and expected credit losses for trade and other receivables as at 30 June 2019.

Trade receivables

30 June 2019 Total Current >30 Days > 60 Days > 90 Days > 90 Days

(Specific Provision)

$'000 $'000 $'000 $'000 $'000 $'000

Trade receivables 56,515 28,872 26,599 232 812 -

Other receivables 2,097 1,795 52 42 208 -

Total 58,612 30,667 26,651 274 1,020 -

Expected credit loss rate 0.03% 0.03% 0.46% 0.77%

Allowance for expected credit loss

(106) (9) (9) (1) (8) (79)

Movements in the allowance for expected credit losses of trade receivables are as follows:

Trade receivables 2019 2018

$'000 $'000

At 30 June - calculated under AASB 139 (188) (114)

Amounts restated through opening retained earnings (25) -

Opening loss allowance as at 1 July 2018 - calculated under AASB 9 (213) (114)

Increase in expected credit loss allowance recognised in profit or loss during the year (2) -

Receivables written off during the year as uncollectible (137) (242)

Unused amount reversed 246 168

At 30 June (106) (302)

The creation and release of the allowance for expected credit losses has been included in 'other expenses' in the income statement. Amounts charged to the allowance account are generally written off when there is no expectation of recovering additional cash.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 64

11 Financial risk management (continued)

(c) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and cash equivalents, the availability of committed credit facilities to support funding requirements and the ability to close out market positions. The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and maintaining adequate liquidity reserves to support forecast net business expenditure requirements for a minimum of twelve months on a rolling monthly basis.

As at 30 June 2019, $150m of the $800m syndicated debt facility has been utilised (2018: $65m). The Group has a $1,500m Australian Dollar Domestic Note programme of which $300m is issued (note 6(d)). The Group also has access to business card facilities of $2m (2018: $2m).

Maturities of financial assets and liabilities based on contractual maturities The tables below analyse the Group's financial assets and liabilities into relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity date.

The amounts disclosed in the table are the contractual principal and accrued interest undiscounted cash flows.

Less than 6 months

6 - 12 months

Between 1 and 5 years Over 5

years

Total cash-flows

At 30 June 2019 $'000 $'000 $'000 $'000 $'000

Financial assets Cash & cash equivalents 21,852 - - - 21,852

Trade & other receivables 87,641 36 27,436 38 115,151

Total financial assets 109,493 36 27,436 38 137,003

Financial liabilities Trade & other payables 142,852 - - - 142,852

Bond issue 181,094 2,813 150,313 - 334,220

Borrowings - - 150,358 - 150,358

Total financial liabilities 323,946 2,813 300,671 - 627,430

30 June 2018 Financial assets Cash & cash equivalents 61,554 - - - 61,554

Trade & other receivables 72,703 - 9,614 248 82,565

Total financial assets 134,257 - 9,614 248 144,119

Financial liabilities Trade & other payables 109,505 - - - 109,505

Bond issue 6,094 6,094 206,406 127,813 346,407

Borrowings 65,042 - - - 65,042

Total financial liabilities 180,641 6,094 206,406 127,813 520,954

(d) Fair value measurements

(i) Fair value hierarchy and accounting classification Judgements and estimates are made in determining the fair values of the items that are recognised and measured at fair value in the financial statements. The reliability of the inputs used in determining fair value has been classified into the three levels prescribed under AASB 13. An explanation of each level follows underneath the table.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 65

11 Financial risk management (continued)

(d) Fair value measurements (continued)

(i) Fair value hierarchy and accounting classification Fair Value

30 June 2019 Notes

Carrying Value $'000

Level 1 $'000

Level 2 $'000

Level 3 $'000

Total $'000

Non-financial assets Measured at fair value Leasehold improvements 7(c) 2,956,051 - - 2,956,051 2,956,051

Plant and equipment 7(c) 655,710 - - 655,710 655,710

Total non-financial assets 3,611,761 - - 3,611,761 3,611,761

Financial assets Loans and receivables Cash and cash equivalents 6(a) 21,852 - - - 21,852

Trade and other receivables 6(b) 115,151 - - - 115,151

Total financial assets 137,003 - - - 137,003

Financial liabilities Other financial liabilities Interest bearing liabilities 6(d) 450,075 - - - 450,075

Trade payables 6(c) 142,582 - - - 142,582

Total financial liabilities 592,657 - - - 592,657

30 June 2018 Non-financial assets Measured at fair value Leasehold improvements 7(c) 3,250,768 - - 3,250,768 3,250,768

Plant and equipment 7(c) 729,748 - - 729,748 729,748

Total non-financial assets 3,980,516 - - 3,980,516 3,980,516

Financial assets Loans and receivables Cash and cash equivalents 6(a) 61,554 - - - 61,554

Trade and other receivables 6(b) 82,565 - - - 82,565

Total financial assets 144,119 - - - 144,119

Financial liabilities Other financial liabilities Interest bearing liabilities 6(d) 364,620 - - - 364,620

Trade payables 6(c) 109,505 - - - 109,505

Total financial liabilities 474,125 - - - 474,125

Level 1: The fair value of instruments traded in active markets (such as publicly traded derivatives and trading and available-for-sale securities) is based on quoted market prices at the end of the reporting period. These instruments are included in level 1.

Level 2: The fair value of instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 66

11 Financial risk management (continued)

(d) Fair value measurements (continued)

(i) Fair value hierarchy and accounting classification

Disclosed fair values

The carrying amounts of trade receivables and payables, bonds, banking facilities, cash and short term deposits equates approximately to their fair values due to their nature and are carried at amortised cost.

There were no transfers between levels 1, 2 and 3 for recurring fair value measurements during the current or the previous financial year. The Group’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.

(ii) Valuation techniques used to determine fair values

Specific valuation techniques used to value financial instruments include:

• The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves. The present values and discounted rates used were adjusted for counterparty and own credit risk and are not considered a significant input.

• The fair value of foreign contracts is calculated as the present value of the future cash flows based on the forward exchange rates at the consolidated balance sheet date.

• The fair value of infrastructure assets is determined using risk adjusted discounted cash flow projections based on reasonable estimates of future cash flows.

(iii) Fair value measurements using significant unobservable inputs (level 3)

The following table presents the changes in level 3 items for the periods ended 30 June 2018 and 30 June 2019 for the Group:

$'000

Opening balance 1 July 2017 3,909,156

Additions 208,342

Impairment included in expenses (11,689)

Depreciation (167,960)

Disposals (2,105)

Changes in fair value included in other comprehensive income 44,772

Closing balance 30 June 2018 3,980,516

Additions 300,510

Impairment included in expenses (287,955)

Depreciation (175,053)

Disposals (1,934)

Changes in fair value included in other comprehensive income (194,319)

Transfer to held for sale asset (10,004)

Closing balance 30 June 2019 3,611,761

(iv) Valuation inputs and relationships to fair value

The following table summarises the information about the significant unobservable inputs used in level 3 fair value infrastructure asset measurements. See (ii) above for the valuation techniques adopted.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 67

11 Financial risk management (continued)

(d) Fair value measurements (continued)

Valuation technique Significant unobservable

inputs

Inter-relationship between significant unobservable inputs and fair value measurements

Discounted cash flows: The valuation model considers the present value of expected payment, discounted using a risk-adjusted discount rate. The expected payment is determined by considering the cashflow forecasts for each business unit which is comprised of the relevant CGUs. Risk adjustments are made and terminal value calculations are completed on a probability basis.

Forecast annual revenue, Maintenance and capital expenditure, Risk-adjusted discount rate

The estimated fair value would increase (decrease) if: the annual revenue growth rate were higher (lower); if maintenance and capital expenditure were lower (higher); or the risk-adjusted discount rate were lower (higher). Generally, a change in the annual revenue growth rate is accompanied by a directionally similar change in maintenance and capital expenditure.

(v) Valuation processes

The Group calculates the fair value for infrastructure assets using the income method approach, whereby the measurement reflects current market expectations of future cashflows discounted to their present value for each asset group that would be considered reasonable by a normal market participant. The estimated future cash flows are discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the business risk.

ARTC’s policy is to revalue on a triennial basis or in an intervening year if the fair value of the revalued asset class differs materially from its carrying amount. Property, plant and equipment reviews are undertaken annually to ensure significant movements are identified and accounted for. At 30 June 2019, the Group undertook a fair value assessment on an income method approach as there are no similar market quoted assets. The net present value of the cash flows for each business unit is compared with the current carrying value and any significant variance is taken to the financial statements.

The main level 3 inputs used by the Group for this process are derived and evaluated as follows:

• The Interstate business unit comprises the East West and North South corridors, the underlying cash flows are compiled on the basis that the CGUs operate as a combined Interstate business unit. • Due to the long life of the asset base of the business, cash flows are considered for the ACCC approved remaining mine life for Hunter Valley or 20 years for the Interstate network. • Expected cash flows are based on the terms of existing contracts, along with the entity’s knowledge of the

business and assessment of the likely current economic environment impacts, adjusted to account for an expected arm's length market participant’s view of cash flow risks. • Growth rates for income are derived from the underlying contract data, GDP growth rates, inflation estimates and pricing assumptions. Long term average growth rates used range from 2.8% to 4.2% (2018: 2.2% to

4.5%).

• An external expert is used to determine a nominal post-tax weighted average cost of capital range that reflects current market assessments of the time value of money and the risks specific to the relevant business units. As at 30 June 2019, the range determined across all business units is 5.8% - 7.1% (2018: 5.9% - 7.3%). The rates applied were selected from within the range applicable to each business unit.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 68

11 Financial risk management (continued)

(d) Fair value measurements (continued)

Summarised sensitivity analysis

For the fair values of infrastructure assets, reasonably possible changes at the reporting date to one of the significant unobservable inputs, holding other inputs constant would have the following effects:

Fair Value Impact

2019 2018

Increase Decrease Increase Decrease

$'000's $'000's $'000's $'000

Annual revenue (1% revenue movement p.a.) 136,218 (136,218) 142,984 (142,984)

Maintenance and capital expenditure (1% cost movement p.a.) (57,113) 57,113 (52,260) 52,260

Discount rate (+/- 100bps movement) (516,411) 1,103,813 (667,658) 1,026,708

The impact of the above sensitivities of the infrastructure asset value in percentage terms would be as follows:

2019 2018

Increase Decrease Increase Decrease

% % % %

Annual revenue (1% revenue movement p.a.) 3.4 (3.4) 3.6 (3.6)

Maintenance and capital expenditure (1% cost movement p.a.) 1.4 (1.4) (1.3) 1.3

Discount rate (+/- 100bps movement) (13.0) 27.7 (16.8) 25.8

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 69

11 Financial risk management (continued)

Accounting policy

Financial assets

Financial assets classified as either fair value at amortised cost, fair value through other comprehensive income (OCI), or fair value through profit or loss. The classification depends on the purpose for which the financial instruments were acquired, which is determined at initial recognition based on characteristics of the contractual cash flows of the instrument.

With the exception of trade receivables, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables are measured at the transaction price determined under AASB 15.

Subsequent to initial recognition they are measured at amortised cost using the effective interest method. The Group's financial assets at amortised cost include trade and other receivables.

Financial liabilities

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, and derivative financial instruments.

Derivative financial instruments and hedge accounting

The Group uses derivative financial instruments to hedge its foreign currency risks. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value with any gain or loss on remeasurement being recognised through profit or loss or other comprehensive income and later reclassified to profit or loss when the hedge item affects profit or loss. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 70

12 Subsidiaries

Significant investment in subsidiaries

The consolidated financial statements incorporate the assets, liabilities and results of the following principal non -operating subsidiaries in accordance with the accounting policy.

Name of subsidiary

Country of incorporation Equity holding 2019 %

2018 %

ARTC Services Company Pty Ltd Australia - 100

Standard Gauge Company Pty Ltd Australia 100 100

ARTC Services Company Pty Ltd holding is now nil due to the company being wound up during the year.

Accounting policy

Subsidiaries

The consolidated financial statements incorporate the assets and liabilities of all entities controlled by the Australian Rail Track Corporation Ltd (''Company'' or ''Parent entity'') as at each balance date and the results of the controlled entities for the year then ended. Australian Rail Track Corporation Ltd and its controlled entities are referred to in this financial report as the "Consolidated Entity" or "the Group". The effects of all transactions between entities in the Consolidated Entity are eliminated in full.

Investments in subsidiaries are accounted for at cost in the individual financial statements of Australian Rail Track Corporation Ltd and are not material to the Group.

13 Contingencies

The Group accounts for costs associated with rectifying rail access related incidents following their occurrence. Income from subsequent insurance and other recoveries are only recognised when there is a contractual arrangement in place and the income is virtually certain of being received. As a result, certain potential insurance and or other recoveries have not been recognised at year end, as their ultimate collection is not considered virtually certain.

14 Commitments

(a) Capital commitments

At 30 June 2019, the Group has commitments in the order of $427.6m (2018: $212.6m) relating to the investment program that the Group will be undertaking in the Interstate, Hunter Valley and Inland Rail business units in the coming years.

The scope of the work includes Inland Rail project construction and a range of projects across the existing operating network. Corridor works focus on renovating and rebuilding the rail infrastructure assets to address rail's performance on the corridor.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 71

14 Commitments (continued)

(b) Lease commitments: Group as lessee

Non-cancellable operating leases

The Group leases various offices and warehouses under operating leases expiring within one to eight years. The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated.

Consolidated 2019 $'000 2018

$'000

Commitments in relation to leases contracted for at the end of each reporting period but not recognised as liabilities, payable: space Within one year 10,724 9,912

Later than one year but not later than five years 20,450 16,432

Later than five years 3,069 3,076

34,243 29,420

Accounting policy

Leases - Group as a Lessee

Leases of property, plant and equipment where the Group, as lessee, has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease's inception at the fair value of the leased property or, if lower, the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in other short term and long term payables. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases is depreciated over the asset's useful life or over the shorter of the asset's useful life and the lease term if there is no reasonable certainty that the Group will obtain ownership at the end of the lease term.

Leases in which substantially all the risks and rewards of ownership are not transferred to the Group as lessee are classified as operating leases. 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.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 72

14 Commitments (continued)

(c) Lease commitments: Group as the lessor

The Group has entered into various property leases with terms of the lease ranging from one year to indefinite. The future minimum lease payments receivable under operating leases are as follows:

Consolidated 2019 $'000 2018

$'000

Commitments in relation to leases contracted for at the end of each reporting period but not recognised as assets, receivable: space Within one year 6,663 4,969

Later than one year but not later than five years 15,787 10,449

Later than five years 14,265 9,338

36,715 24,756

Accounting policy

Group as a lessor

Leases in which the Group retains substantially all the risks and benefits of ownership of the leased asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognised as an expense over the lease term on the same basis as rental income.

15 Directors and Key Management Personnel disclosures

(a) Remuneration of Directors and Key Management Personnel

Consolidated

2019 $

2018 $

Short term employee benefits 6,275,541 4,150,477

Post - employment benefits 243,573 192,062

Other long-term benefits 177,426 91,049

6,696,540 4,433,588

The amounts disclosed in the table are the amounts recognised as an expense during the reporting period related to key management personnel.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 73

16 Remuneration of auditors

During the year the following fees were paid or payable for services provided by the auditor of the Consolidated Entity, its related practices and non-related audit firms:

Audit and other assurance services

Consolidated 2019 $ 2018

$

Audit services The following total remuneration was received or is due and receivable, by the Australian National Audit Office in respect of its services, including those performed by its contractors EY for auditing the financial report of the entity in the Group 347,600 335,500

Other assurance services The following total remuneration was received or is due and receivable, by the Australian National Audit Office in respect of its services, including those performed by its contractors EY relating to fees for Infrastructure Investment Grant Audit 11,000 11,000

Total remuneration for audit and other assurance services 358,600 346,500

Other services Other non-audit services - asset management practices review 159,478 133,162

17 Related party disclosures

(a) Ultimate controlling entity

ARTC is the ultimate Australian parent entity within the Group and the ultimate controlling entity of the Group is the Commonwealth Government.

(b) Directors

There were no related party transactions with Directors at year end (2018: $ nil).

There were no loans to Directors at year end (2018: nil).

18 Significant events after the balance date

No other events have occurred after the balance sheet date that should be brought to account or disclosed in the year ended 30 June 2019 financial statements.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 74

19 Parent entity financial information

(a) Summary financial information

The individual financial statements for the Parent entity (Australian Rail Track Corporation Limited) show the following aggregate amounts: 2019 $'000

2018 $'000

Balance sheet Current assets 170,943 173,130

Non-current assets 4,428,045 4,650,575

Total assets 4,598,988 4,823,705

Current liabilities 503,729 398,825

Non-current liabilities 781,347 753,157

Total liabilities 1,285,076 1,151,982

Net assets 3,313,912 3,671,723

(9,941,736) (11,015,169)

Shareholders' equity Contributed equity 3,118,361 2,827,656

Reserves 757,811 980,543

Retained earnings (562,260) (136,476)

Capital and reserves attributable to owners of Australian Rail Track Corporation Ltd 3,313,912 3,671,723

Total revenue and other income 847,712 830,964

Total expenses (1,243,944) (703,621)

Finance costs (17,534) (25,169)

Income tax (expense)/benefit (34,620) (47,925)

Profit/(Loss) for the year (448,386) 54,249

Other comprehensive income, net of tax Revaluation/(devaluation) property plant and equipment (136,023) 31,341

Re-measurement gains/(losses) on defined benefit fund obligations (2,485) 762

Net changes in the fair value of cashflow hedges transferred to profit and loss - 9

Other comprehensive income for the year, net of tax (138,508) 32,112

Total comprehensive income, net of tax (586,894) 86,361

(b) Contingencies of the parent entity

The parent entity accounts for costs associated with rectifying rail access related incidents following their occurrence. Income from subsequent insurance and other recoveries is only recognised when there is a contractual arrangement in place and the income is probable of being received. As a result, certain potential insurance and or other recoveries have not been recognised at year end, as their ultimate collection is not considered probable.

(c) Contractual commitments for the acquisition of property, plant or equipment

As at 30 June 2019, the parent entity had contractual commitments for the acquisition of property, plant or equipment totalling $427.6m (2018: $212.6m). These commitments are not recognised as liabilities as the relevant assets have not yet been received.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 75

19 Parent entity financial information (continued)

(c) Contractual commitments for the acquisition of property, plant or equipment (continued)

Accounting policy

Parent entity financial information

The financial information for the Parent entity, Australian Rail Track Corporation Ltd, has been prepared on the same basis as the consolidated financial statements.

20 Other accounting policies

(a) New and amended standards adopted by the Group

The Group applied AASB 15 and AASB 9 for the first time. The nature and effect of the changes as a result of adoption of these new accounting standards are described below.

Several other amendments and interpretations apply for the first time in 2019, but do not have an impact on the consolidated financial statements of the Group. The Group has not early adopted any standards, interpretations or amendments that have been issued but are not yet effective.

AASB 15 Revenue from Contracts with Customers

AASB 15 supersedes AASB 111 Construction Contracts, AASB 118 Revenue and related interpretations and it applies, with limited exceptions, to all revenue arising from contracts with its customers. AASB 15 establishes a five-step model to account for revenue arising from contracts with customers and requires that revenue be

recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer.

The Group adopted AASB 15 using the modified retrospective method of adoption with the date of initial application of 1 July 2018. The Group assessed that the point at which the performance obligation was satisfied for the variable usage charges was the last completed train journey, therefore an adjustment was recognised for train journeys not completed at 30 June 2018 to decrease revenue by $0.439 million ($0.308 tax effected). The comparative information for the period beginning 1 July 2017 is not restated as permitted by the Standard.

The impact in the current reporting period of the application of AASB 15 as compared to AASB 111, AASB 118 and related Interpretations that were in effect before the change, is a decrease in revenue $0.233 million ($0.163 tax effected).

AASB 9 Financial Instruments

AASB 9 Financial Instruments replaces AASB 139 Financial Instruments: Recognition and Measurement for annual periods beginning on or after 1 January 2018; bringing together all three aspects of the accounting for financial instruments: classification and measurement; impairment; and hedge accounting.

With the exception of hedge accounting, which the Group applied prospectively, the Group has applied AASB 9 retrospectively, with the initial application date of 1 July 2018, with no changes to comparatives.

(i) Classification and measurement

The classification and measurement requirements of AASB 9 did not have a significant impact on the Group. The Group continued measuring at amortised cost all financial assets previously held at amortised cost under AASB 139. The Group also continues to measure derivatives at fair value with subsequent gains through Other Comprehensive Income for the effective portion of the hedge and through profit and loss for the ineffective portion consistent under AASB 139.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 76

20 Other accounting policies (continued)

(a) New and amended standards adopted by the Group (continued)

(ii) Impairment

The Group have changed their accounting for impairment losses for financial assets by replacing AASB 139’s incurred loss approach with a forward-looking expected credit loss (ECL) approach. AASB 9 requires the Group to recognise an allowance for ECLs for all debt instruments not held at fair value through profit or loss on and

contract assets. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate.

The cumulative effect of adopting the ECL approach is $0.025 million (nil tax effect) to retained earnings.

(iii) Hedge accounting

The Group applied hedge accounting prospectively and has no impact on the presentation of comparative figures. At the date of initial application, all of the Group’s existing hedging relationships were eligible to be treated as continuing hedging relationships.

(b) New accounting standards and interpretations

Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2019 reporting periods and have not been early adopted by the Group. The Group's assessment of the impact of these new standards and interpretations which may be relevant to the Group are set out below.

(i) AASB 16 Leases

AASB 16 replaces existing leases guidance, including AASB 117 Leases, Interpretation 4 Determining whether an Arrangement contains a Lease, Interpretation 115 Operating Leases-Incentives and Interpretation 127 Evaluating the Substance of Transactions Involving the Legal Form of a Lease.

The standard is effective for annual periods beginning on or after 1 January 2019. Early adoption is permitted for entities that apply AASB 15 on or before the date of initial application of AASB 16. ARTC does not plan to early adopt this standard.

AASB 16 introduces a single, on balance sheet lease accounting model for lessees. A lessee recognises a right of use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. There are recognition exemptions for short term leases and leases of low value items. Lessor accounting remains similar to the current standard i.e lessors continue to classify leases as finance or operating leases.

ARTC with the support of its external advisor has completed a detailed assessment of the potential impact on its consolidated financial statements of the application of AASB 16. The actual impact of applying AASB 16 on the financial statements in the period of initial application will depend on economic conditions post 30 June 2019, including ARTC’s borrowing rate at 1 July 2019, the composition of ARTC’s lease portfolio at that date, and ARTC’s latest assessment of whether it will exercise any lease renewal options.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 77

20 Other accounting policies (continued)

(b) New accounting standards and interpretations (continued)

(i) AASB 16 Leases (continued)

ARTC is intending to adopt the following approaches to the new standard:

• The modified retrospective approach will be applied on initial application of AASB 16 and using the option of right of use asset amount equal to the lease liability adjusted for prepayments/accruals where required; • The short-term or low value exemptions will be applied to lease recognition where:

o The lease has a term of 12 months or less at the commencement date and o The underlying value of the lease is of low value ($10,000).

The most significant impact identified is the recognition of new assets and liabilities for operating leases of Property, plant and equipment. As at 30 June 2019, ARTC’s future minimum lease payments under non-cancellable operating leases amounted to $34.2m, on an undiscounted basis. The amounts brought onto the balance sheet at 1 July 2019 are expected to be lower than the minimum lease payments due to the discounting requirements in the standard. In addition, the nature of expenses related to those leases will now change as AASB 16 replaces the straight line operating lease expense with a depreciation charge for right of use assets and interest expense on lease liabilities.

(ii) AASB 2017-4 Uncertainty over Income Tax Treatments

Clarification to the accounting for income tax treatments that have yet to be accepted by tax authorities.

It is noted that ARTC does not take positions that it does not expect to be accepted by the Australian Taxation Office. Additionally, ARTC obtains tax advice or seeks ATO guidance where the tax treatment of a transaction is complex or uncertain.

Therefore, this interpretation is unlikely to have an impact on ARTC.

(iii) AASB 112 Income Taxes - Income tax consequences of payments on financial instruments classified as equity

This has no impact on ARTC on the basis that ARTC does not have any Financial Instruments classified as equity, and as such no returns that would be deemed not dividends for tax purposes.

There are no other standards that have been issued or amended but are not yet effective that are expected to have a material impact on the Group in the current or future reporting periods and on foreseeable future transactions.

(c) Infrastructure maintenance

Infrastructure maintenance of infrastructure assets is classified as major periodic maintenance if it is part of a systematic planned program of works, occurs on a cyclical basis and is significant in monetary value. Major periodic maintenance may include significant corrective works, component replacement programs, and similar activities and these costs are expensed.

(d) 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.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 78

20 Other accounting policies (continued)

(e) Going concern

The consolidated financial statements have been prepared on a going concern basis as the Director's consider that the Group will be able to meet the mandatory repayment terms of banking facilities see note 6(d) and other amounts payable.

At 30 June 2019, the Group has a net deficiency of current assets (2019: $170.9m, 2018: $180.2m) to current liabilities (2019: $503.7m, 2018: $398.8m) of $332.8m (2018: $218.7m). Notwithstanding this deficiency, the Directors remain confident that the Group will be able to meet its debts as and when they fall due. The Directors are of the opinion that the financial statements are appropriately prepared on a going concern basis having

regard to the following:

As at 30 June 2019 • The Group has net assets of $3,314m (2018: $3,679m) • The Group generated cash from operating activities of $176.4m (2018: $318m) • The Group expects to continue to generate positive cash flows from operating activities in the next twelve months • The Group has $650m (2018: $385m) of unutilised funds available through a Syndicated Debt Facility Agreement (as detailed in note 11(c)) • The Group engages in active financial risk management and an established debit capital market programme which are subject to ongoing governance at Committee and Board level (as detailed in note 11) • The Group has entered into an Equity Funding Agreement with the Commonwealth Government in relation to progressive funding to support the Inland Rail construction project.

28 Aug 2019 Australian Rail Track Corporation Ltd 30 June 2019 79

GPO Box 707 CANBERRA ACT 2601 19 National Circuit BARTON ACT Phone (02) 6203 7300 Fax (02) 6203 7777

INDEPENDENT AUDITOR’S REPORT

To the members of Australian Rail Track Corporation Ltd

Opinion

In my opinion, the financial report of Australian Rail Track Corporation Ltd (‘the Company’) and its subsidiaries (together ‘the Group’) for the year ended 30 June 2019 is in accordance with the Corporations Act 2001, including:

(a) giving a true and fair view of the Group’s financial position as at 30 June 2019 and of its performance for the year then ended; and

(b) complying with Australian Accounting Standards and the Corporations Regulations 2001.

The financial report of the Group, which I have audited, comprises the following statements as at 30 June 2019 and for the year then ended:

• Consolidated Statement of Comprehensive Income; • Consolidated Balance Sheet; • Consolidated Statement of Changes in Equity; • Consolidated Cash Flow Statement; • Notes to the financial statements, comprising a Summary of Significant Accounting Policies and other

explanatory information; and • Directors’ Declaration.

Basis for opinion

I conducted my audit in accordance with the Australian National Audit Office Auditing Standards, which incorporate the Australian Auditing Standards. My responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of my report. I am independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the relevant ethical requirements for financial report audits conducted by the Auditor-General and his delegates. These include the relevant independence requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) to the extent that they are not in conflict with the Auditor-General Act 1997. I have also fulfilled my other responsibilities in accordance with the Code.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my opinion.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report for the year ended 30 June 2019, but does not include the financial report and my auditor’s report thereon.

My opinion on the financial report does not cover the other information and accordingly I do not express any form of assurance conclusion thereon.

In connection with my audit of the financial report, my responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or my knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work I have performed, I conclude that there is a material misstatement of this other information, I am required to report that fact. I have nothing to report in this regard.

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 the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial report

My objective is to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes my opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian National Audit Office Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial report.

As part of an audit in accordance with the Australian National Audit Office Auditing Standards, I exercise professional judgement and maintain professional scepticism throughout the audit. I also:

• Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for my opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit 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 Group’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates

and related disclosures made by the directors. • Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If I conclude that a material

uncertainty exists, I am required to draw attention in my auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify my opinion. My conclusions are based on the audit evidence obtained up to the date of my auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial report, including the disclosures,

and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. I am responsible for the direction,

supervision and performance of the Group audit. I remain solely responsible for my audit opinion.

I communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that I identify during my audit.

Australian National Audit Office

Scott Sharp

Executive Director

Delegate of the Auditor-General

Canberra

28 August 2019