Infratil Limited/Announcement
Infratil Limited logo

Full year results announcement for the year ended 31 March

Full Year Results16 May 2019IFTUtilities

Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com
17 May 2019


Full year results announcement for the year ended 31 March 2019



Strong underlying performance enabled significant capital to be invested in high performing

renewable energy and data platforms


Underlying EBITDAF

1

before incentive fees was $580.1 million for the year ended 31 March 2019, up

from $482.0 in the prior year. Infratil’s Underlying EBITDAF was $539.5 million, down from the

$546.4 million reported in 2018.


The reduction in Underlying EBITDAF reflects the $102.6 million initial incentive fee payable in relation

to Infratil’s investments in Canberra Data Centres (‘CDC’), Longroad Energy, Tilt Renewables, and the

Australian National University’s Purpose-Built Student Accommodation concession (‘ANU PBSA’). The

fee assesses the performance of these assets since their respective dates of acquisition and reflects

the outperformance of each asset over that period.


During the year, $679.0 million was reinvested into Infratil’s existing businesses, including

$236.4 million into Tilt Renewables, $140.6 million into CDC, $87.2 million into Longroad Energy and

$72.1 million of capital expenditure at Wellington International Airport. The investment has supported

the following significant projects underway within these businesses:


• Tilt Renewables’ construction of the 336MW Dundonnell wind farm;

• CDC’s acquisition of the Eastern Creek Data Centre facility in Sydney, which has development

potential of up to 120MW;

• Longroad’s construction of the Project Phoebe (315MW) solar project and the Project Rio Bravo

(238MW) wind project; and,

• Wellington Airport’s Rydges Hotel and multi-level car park which are completed and open for

business.


This investment now underway will underpin Infratil’s future earnings and long-term capital growth.

Significant progress has also been made tightening the portfolio during the year. Infratil has signed

conditional sales agreements for its interests in NZ Bus, ANU

2

and Snapper, and is in negotiations with

prospective buyers of its interest in Perth Energy with conclusion of the strategic review expected in

FY2020.


Infratil’s share price rose from $3.10 on 31 March 2018, to $4.17 on 31 March 2019. Dividends of 17.00

cents per share were paid during the year. Had the cash dividends been reinvested in Infratil shares at

the time they were paid they would have provided a return of 5.5% per annum on the 31 March 2018

share price. Added together, the dividend and share price movement resulted in shareholders receiving

a return of 41.3% in the year to 31 March 2019.


Infratil has announced a final dividend of 11 cents per share, plus 2 cents per share of imputation credits,

delivering a total ordinary dividend to shareholders of 17.25 cents per share for the 2019 financial year.

The final dividend will be paid on 27 June 2019.


1

Underlying EBITDAF is a non-GAAP measure of financial performance, presented to show management’s view of the underlying business

performance. Underlying EBITDAF represents consolidated net earnings before interest, tax, depreciation, amortisation, financial derivative

movements, revaluations, gains or losses on the sales of investments, and includes Infratil’s share of RetireAustralia’s underlying profits.

Underlying profit is a common performance measure used by retirement companies and removes the impact of unrealised fair value

movements on investment properties, impairment of property, plant and equipment, one-off gains and deferred taxation, and includes

realised resale gains and realised development margins. A reconciliation of Underlying EBITDAF is provided in Infratil’s 2019 Annual Report

2

On 14 May Infratil announced that the sale of its ANU PBSA investment is unconditional and that it expects to receive cash proceeds of

approximately A$162 million on 20 May 2019

2

On 14 May Infratil made a significant announcement post balance date regarding the conditional

acquisition of Vodafone NZ alongside Brookfield Asset Management. The acquisition of New Zealand's

leading mobile telecommunications company

3

is transformational for Infratil and significantly

strengthens the cash generative core of the portfolio. Vodafone NZ increases Infratil's exposure to long-

term data and connectivity growth and complements the acquisition of Canberra Data Centres.

Following the recently announced divestments, the Infratil portfolio will now hold substantial positions

across renewable energy, data, retirement and aged care, and airports.


Infratil has provided Underlying EBITDAF guidance range from continuing operations of

$635 - $675 million for the year ending 31 March 2020. This includes a 7-month contribution from

Vodafone NZ.


Further information about the full year results presentation will be discussed on a conference call at

10.00am today.


Conference code: Infratil

NZ Toll Free: 0800 122 360

Australia Toll Free: 1800 760 146

International Toll Free +64 99 507 043



Further information is available on www.infratil.com


Any enquiries should be directed to:

Mark Flesher, Investor Relations, Infratil Limited mark.flesher@infratil.com



3

By mobile subscriber market share. New Zealand Commerce Commission Annual Telecommunications Monitoring Report –

18 December 2018

---

Results Announcement
For the year ended 31 March 2019

17 May 2019

Disclaimer
InfratilFull year results presentation 20192

Disclaimer

This presentation has been prepared by Infratil Limited (NZ company number 597366, NZX:IFT; ASX:IFT) (Company).

To the maximum extent permitted by law, the Company, its affiliates and each of their respective affiliates, related

bodies corporate, directors, officers, partners, employees and agents will not be liable (whether in tort (including

negligence) or otherwise) to you or any other person in relation to this presentation.

Information

This presentation contains summary information about the Company and its activities which is current as at the

date of this presentation. The information in this presentation is of a general nature and does not purport to be

complete nor does it contain all the information which a prospective investor may require in evaluating a possible

investment in the Company or that would be required in a product disclosure statement under the Financial

Markets Conduct Act 2013 or the Australian Corporations Act 2001 (Cth). The historical information in this

presentation is, or is based upon, information that has been released to NZX Limited (NZX) and ASX Limited. This

presentation should be read in conjunction with the Company’s Annual Report, market releases and other periodic

and continuous disclosure announcements, which are available at www.nzx.com, www.asx.com.au or

infratil.com/for-investors/.

United States of America

This presentation is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction. In

particular, this presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in

the United States or any other jurisdiction in which such an offer would be illegal. The potential equity capital

raising and any securities mentioned in this presentation, have not been, and will not be, registered under the U.S.

Securities Act of 1933, as amended (the U.S. Securities Act) or the securities laws of any state or other jurisdiction of

the United States.

Not financial product advice

This presentation is for information purposes only and is not financial, legal, tax, investment or other advice or a

recommendation to acquire the Company’s securities, and has been prepared without taking into account the

objectives, financial situation or needs of prospective investors.

Past Performance

Any past performance information given in this presentation is given for illustrative purposes only and should not

be relied upon as (and is not) an indication of future performance. No representations or warranties are made as to

the accuracy or completeness of such information.

Disclaimer
InfratilFull year results presentation 20193

Future Performance

This presentation may contain certain “forward-looking statements” about the Company and the environment in

which the Company operates, such as indications of, and guidance on, future earnings, financial position and

performance. Forward-looking statements often include words such as “may”, “anticipate”, “expect”, “intend”,

“plan”, “believe”, “continue” or similar words in connection with discussions of future operating or financial

performance. Forward-looking information is inherently uncertain and subject to contingencies outside of the

Company’s control, and the Company gives no representation, warranty or assurance that actual outcomes or

performance will not materially differ from the forward-looking statements.

Financial data

This presentation may contain pro forma historical financial information. Any pro forma historical financial

information provided in this presentation is for illustrative purposes only and should not be relied upon as, and is

not represented as, being indicative of Infratil’sfuture financial condition. In addition, any pro forma historical

financial information included in this presentation does not purport to be in compliance with Article 11 of

Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission.

This presentation contains certain financial information and measures that are “non-GAAP financial information”

under the FMA Guidance Note on disclosing non-GAAP financial information, "non‐IFRS financial information"

under Regulatory Guide 230: ‘Disclosing non‐IFRS financial information’ published by the Australian Securities and

Investments Commission (ASIC) and "non‐GAAP financial measures" within the meaning of Regulation G under the

U.S. Securities Exchange Act of 1934, as amended, and are not recognised under New Zealand equivalents to

International Financial Reporting Standards (NZ IFRS), Australian Accounting Standards (AAS) or International

Financial Reporting Standards (IFRS). The non-IFRS/GAAP financial information and financial measures include

Underlying EBITDA, Underlying EBITDAF, and Net Debt. The non-IFRS/GAAP financial information and financial

measures do not have a standardised meaning prescribed by the NZ IFRS, AAS or IFRS, and therefore, may not be

comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative

to other financial measures determined in accordance with IFRS, AAS or IFRS. Although Infratilbelieves the non-

IFRS/GAAP financial information and financial measures provide useful information to users in measuring the

financial performance and conditions of Infratil, you are cautioned not to place undue reliance on any non-

IFRS/GAAP financial information or financial measures included in this presentation.

Currency

All currency amounts in this presentation are in NZ dollars unless stated otherwise.

No part of this presentation may be reproduced or provided to any person or used for any other purpose.

Full Year
Overview

Strong

underlying

performance

enabled

significant

capital to be

invested in high

performing

renewable

energy and data

platforms

Full Year Overview

•Strong Underlying EBITDAF from core operating

businesses

•Significant progress in divestments and

tightening ofthe portfolio

•$679 million invested during the period,

including over $320 million in renewables and

over $140 million in Canberra Data Centres

•Significant announcement post-balance

dateregarding the acquisition of Vodafone

NewZealand alongside Brookfield

AssetManagement

•Partially imputed final dividend of 11.00 cps, up

2.3% on the prior year

•Total shareholder return of 41.3% for the year

to 31 March 2019

InfratilFull year results presentation 20194

Financial
Highlights

21% growth

inunderlying

EBITDA before

International

Portfolio

incentive fees

InfratilFull year results presentation 20195

Full Yearended 31 March ($Millions)20192018Variance% Change

Underlying EBITDAF

1

539.5546.4(6.9)(1.3%)

Underlying EBITDAF (before Incentive fee)581.1482.099.120.6%

International Portfolio Initial Incentive fee102.6-102.6100.0%

Net Parent Surplus(19.5)71.4(90.9)(127%)

Operating Cash Flow276.9295.8(18.9)(6.4%)

Capital Expenditure & Investment679.0325.9353.1108.4%

Earnings per share (cps)(3.5)12.7(16.2)(127%)

Notes:

1.Underlying EBITDAF is a non-GAAP measure of financial performance, presented to show management’s view of the underlying business

performance. Underlying EBITDAF represents consolidated net earnings before interest, tax, depreciation, amortisation, financialderivative

movements, revaluations, gains or losses on the sales of investments, and includes Infratil’s share of RetireAustralia’s underlying profits.

Underlying profit is a common performance measure used by retirement companies and removes the impact of unrealised fair value movements

on investment properties, impairment of property, plant and equipment, one-off gains and deferred taxation, and includes realised resale gains

and realised development margins. A reconciliation of Underlying EBITDAF is provided in Appendix I

Results
Summary

Strong uplift in

Groupoperating

earnings

InfratilFull year results presentation 20196

31 March ($Millions)20192018

Operating revenue1,442.21,233.9

Operating expenses(891.6)(774.7)

Operating earnings550.6459.2

Int’l Portfolio incentive fee(102.6)-

Depreciation & amortisation(160.4)(151.5)

Net interest(148.5)(150.5)

Tax expense(72.0)(52.7)

Revaluations0.948.7

Discontinuedoperations

1

(12.0)7.3

Net profit after tax52.4160.5

Minority earnings(71.9)(89.1)

Net parent surplus(19.5)71.4

•Operating revenue increased with

continued strength in the core businesses

and realised development gain from

LongroadEnergy

•International Portfolio incentive fees

accrued as at 31 March 2019 relate to

Infratil’sinvestments in Canberra Data

Centres, Tilt Renewables, Longroad

Energy and ANU Purpose Built Student

Accommodation (ANU PBSA)

•Increase in depreciation and amortisation

reflects growth in asset base, including

the commissioning of the Salt Creek wind

farm

•Increase in tax expense primarily relating

to LongroadEnergy

•Discontinued operations include ANU

PBSA, NZ Bus, Perth Energy and Snapper

Notes:

1.Discontinued operations represent businesses that have been divested, or businesses which will be recovered principally through a sale transaction rather

than through continuing use

International
Portfolio

Initial

Incentive fee

Fee reflects the

performance of

international

assetsacquired

in the 2017

financial year

InfratilFull year results presentation 20197

31 March ($Millions)

AcquisitionValuationDistributions

1

Cost

2

Initial FeeIRR

3

ANU PBSA31/08/2016174.8 20.0 (127.0)13.6

29.9%

Canberra Data Centres15/09/2016889.2 32.5 (595.1)65.3

30.7%

Longroad Energy26/10/2016122.7 55.8 (72.7)21.2

63.7%

Tilt Renewables28/10/2016713.4 19.5 (720.2)2.5

13.1%

1,900.1 127.8 (1,515.0)102.6

Notes:

1.Distributions from International Portfolio assets plus the hurdle rate of return calculated on a daily basis, compounding

2.Cost value (including capital returns) of the International Portfolio assets plus the hurdle rate of return calculated on a daily basis, compounding

3.IRR after Initial Incentive fees calculated as at 31 March, other than ANU PBSA which has been calculated based on a forecast settlement date of

20 May 2019

•The Management Agreement provides for the assessment of an initial incentive fee in the third

financial year after acquisition of an international asset. The fee assesses the performance of the

assets since its respective date of acquisition

•The initial incentive fee has been finalised and approved by the Infratil Board as part of the approval

of the financial statements for the year ended 31 March 2019

•On 14 May Infratil announced that the sale of its ANU PBSA investment is unconditional and that it

expects to receive cash proceeds of approximately A$162 million on 20 May 2019, having already

received distributions of A$4.8 million since 31 March 2019

Underlying
EBITDAF

Capital

investment

drives

EBITDAFgrowth

in Tilt,Canberra

DataCentres and

Longroad Energy

•Trustpowerabove expectation, however short of

last year’s ‘once in a decade’ hydrologycombining

high generation volumes and prices

•Tilt Renewablesincludes the first contribution

from Salt Creek and wind conditions in line with

long-term expectations

•Increased passenger numbers and commercial

revenue at Wellington Airport

•Canberra Data Centresyear-on-year earnings

growth and valuation uplift in data centre assets

•Continued challenges on resales and development

margins for RetireAustralia

•Longroad Energyprimarily reflects the gain on

the sale of Project Phoebe, a solar development in

Texas, USA

•NZ Bus performance impacted by a number of

operating challenges

•Strong result from Perth Energy reflecting the

repositioning of its Retail business over the last 2

years

InfratilFull year results presentation 20198

31 March ($Millions)20192018

Trustpower222.2243.1

Tilt Renewables144.4112.3

Wellington Airport101.495.4

Canberra Data Centres83.956.1

RetireAustralia9.218.3

Longroad Energy46.5(19.7)

Corporate and other(27.5)(23.5)

Underlying EBITDAF (excl. fees)

1

581.1482.0

Int’l Portfolio incentive fee(102.6)-

Underlying EBITDAF (continuing)477.5482.0

NZ Bus17.433.4

Perth Energy35.9(5.8)

ANU PBSA12.814.4

Other(4.1)22.5

Underlying EBITDAF539.5546.4

Notes:

1.International Portfolio Initial Incentive fee

Capital
Expenditure &

Investment

Building a

balanced

portfolio

capable of

delivering long-

termcapital

growth

•Tilt Renewables completedtheSalt Creek wind

farm (54MW) in July 2018 and is well underway

with construction of the Dundonnellwind farm

(336MW)

•Wellington Airport RydgesHotel and multi-level

car park completed and open for business

•Canberra Data Centres

‐Completion of the Fyshwick2(21MW) data

centre facility

‐Commencement of construction on

Hume 4 (23MW)

‐Acquisition of the Eastern Creek facility in

Sydney, with development potential of up to

120MW

•RetireAustraliaprogressing Lutwyche Fancutts,

Burleighand Tarragindidevelopments

•NZ Bus acquired 71 double decker buseswhich

are now in service

•Longroad construction of Project Phoebe

(315MW) solar project and Project Rio Bravo

(238MW) wind project

InfratilFull year results presentation 20199

31 March ($Millions)20192018

Trustpower27.727.9

Tilt Renewables127.190.5

Wellington Airport72.185.1

Canberra Data Centres

1

140.622.0

RetireAustralia

1

31.835.9

NZ Bus45.919.1

Other28.114.8

Capital Expenditure473.4295.3

Tilt Renewables

2

109.3-

ANU PBSA9.1-

Longroad Energy87.230.6

Investment205.630.6

Capital Expenditure & Investment679.0325.9

Notes:

1.Infratil’s proportionate share of associate’s capital expenditure

2.Shares acquired under Infratil and Mercury Energy's full cash takeover offer for Tilt Renewables Limited

Distributions
FY20 dividend

expected to be

maintained at the

current level on a

cents per share

basis

Final Ordinary Dividend

•A final ordinary dividend of 11.00 cps

payable on 27 June 2019

•The record date will be 21 June 2019

•Partially imputed with 2 cps of imputation

credits attached

•Combined with the FY19 interim dividend,

total dividends for FY2019 of 17.25cps

•The dividend reinvestment plan will not

apply to this dividend

Dividend Outlook

•Infratil expects its FY2020 dividend to be

maintained at the current level on a cents

per share basis (17.25 cps)

InfratilFull year results presentation 201910

0

2

4

6

8

10

12

14

16

18

20

2013201420152016201720182019

Ordinary dividend per share profile

InterimFinal

Debt Capacity
& Facilities

Duration

extended and

capacity

preserved to

supportfurther

investment

•Net debt position of $44.3 million and wholly owned subsidiaries’ bank facilities drawn of

$99.4 million as at 31 March 2019

•Senior debt facilities have maturities up to 5 years

•$68.5 million and $80.5 million of Infrastructure Bonds maturing in November 2019 and

February 2020 respectively

•Committed acquisition debt facility of NZ$800 million, of which approximately NZ$400 million is

expected to be drawn as part of the acquisition of Vodafone NZ

InfratilFull year results presentation 201911

Maturities to 31 March ($Millions)

Infratil and wholly-owned subsidiaries

Total2020202120222023>4 yrs>10yrs

Bonds1,136.4149.0-93.9193.7467.9231.9

Infratil bank facilities

1

473.033.0210.0115.0100.015.0-

100% subsidiaries’ bank facilities

2

29.429.4-----

Committed acquisition debt facility800.0-600.0-100.0100.0-

Notes:

1.Infratil and wholly-owned subsidiaries exclude Trustpower, Tilt, WIAL, Perth Energy, CDC, RetireAustralia, ANU PBSA and Longroad

2.NZ Bus export credit guarantee fleet procurement facility. This facility was fully repaid in May 2019

Notes:
1.Based on composition of existing Infratilportfolio

Portfolio

Target Returns

Ten-year 11-15%

total shareholder

return target

maintained.

Portfolio

composition and

active

management

approach have

been designed

to deliver

targetedreturns

Leverage

Assumption

Expected

Returns

1

Infratil

Portfolio

Management

Costs

Return to

Shareholders

Core

Lower Risk

Core Plus /

Growth

Development

Higher Risk

8–10%

Per annum

10–15%

Per annum

15–25%

Per annum

Average Debt

Funding 30%

at6% p.a.

interest rate

1% of assets

Per annum

11–15%

Per annum

++


=

InfratilFull year results presentation 2019

++–=

12

Asset Values
The value of

Infratil’s

subsidiaries and

associates is

recorded in

Infratil’s

financial

statements in

accordance with

NZ IFRS. This

slide presents an

alternative

method for

valuing those

assets

•Trustpowerbased on market price as at 16 May 2019

•Vodafone NZ based on NZ$1,029 million acquisition

price

•Canberra Data Centres, Tilt Renewablesand Longroad

Energy based on Independent Valuations as at

31 March 2019

•Wellington Airport based on a 16x multiple of forecast

FY2020 EBITDA less net debt as at 31 March 2019

•RetireAustraliabased on 1x multiple of net tangible

assets as at 31 March 2019

•Proceeds of A$162 million from the sale of ANU PBSA

expected on 20 May 2019, A$4.8 million of distributions

received since 31 March 2019

•Other includes 31 March 2019book values for Australian

Social Infrastructure Partners, Infratil Infrastructure

Property and ClearvisionVentures

•NZ Bus and Perth Energy based on book values as at

31 March 2019, reflecting that the assets are under

strategic review

•Net wholly owned debt includes Infratil’s net bank debt

of NZ$45 million, and infrastructure bonds of

NZ$1,136 million, both as at 31 March 2019

•International Portfolio incentive feesaccrued as at

31 March 2019 (refer slide 7)

•Corporate costsare calculated as 5 times FY2020

management fees and corporate costs

InfratilFull year results presentation 20191313

($Millions)Asset Value

Trustpower

1,110

Canberra Data Centres

841 –942

Wellington Airport

770 –850

Tilt Renewables

650 –785

RetireAustralia

265 –325

Longroad Energy

123

Other

110

ANU PBSA

169

1

NZ Bus

167

1

Perth Energy

90

1

Total4,295 –4,671

Net wholly owned debt(1,181)

Int’l Portfolio incentive fee(103)

Corporate costs(185)

Net Equity Value2,826 –3,202

Notes:

1.Assets under strategic review

-
0.50

1.00

1.50

2.00

2.50

3.00

3.50

4.00

4.50

5.00

20092010201120122013201420152016201720182019

Infratil Share

Price

Performance

Infratil has

delivered

outstanding

returns over the

short, medium

and long-term

Infratil Share Price

Total Shareholder Return

1

PeriodTSR

1 Year45.5%

5 Year20.1%

10 Year15.7%

Inception –25 years17.5%

InfratilFull year results presentation 201914

Notes:

1.Total Shareholder Return based on a 16 May 2019 closing share price of $4.45

Operating Businesses

Trustpower
Solid operating

result following

outstanding

performance in

the prior year

Financial

•EBITDAF from continuing operations of $222 million was

$21 million (9%) below the prioryear

•Generation volume was 11% lower than the very high

volume achieved in 2018 but still 4% above long-term

average

•Increased Retail EBITDAF of $64 million, up $4 million (8%)

from prior year, indicatinginvestment in providing bundled

offers is delivering sustainable results

Customers

•Overall customer growth was modest (1% increase in total

utility accounts on prior year),however bundled customer

numbers increased, leading to improved margins (5%

increaseon prior year)

•Total accounts with two or more products up 7% to 107,000

accounts

•The operational focus has been on enhancing the

telecommunications network.Trustpowernow has a carrier

grade network that is well positionedto meet future

customer demands

Generation

•New Zealand generation production of 1,994GWh was

down 11% from the exceptionalresult recorded the prior

year but still above the long run average of 1,917GWh

•The operational focus has been on strengthening reliability

and availability of keygeneration plant in anticipation of a

more volatile future wholesale market

Infratil Full year results presentation 201916

Tilt
Renewables

Uplift in

EBITDAF

performance

following

completion of

Salt Creek

InfratilFull year results presentation 201917

Financial

•EBITDAF of A$134.8 million was A$31.0 million (30%) above

the prior year of A$103.8 million

•Revenue of A$193.3 million was A$35.3 million (22%) above

the prior year, primarily due to the contribution of Salt

Creek production (134GWh) and a rebound of New Zealand

production

•Australia and New Zealand production broadly in line with

long-term expectations

•Development and employee cost for Dundonnell Wind

Farm capitalised upon financial close

Construction and development

•Salt Creek Wind Farm (54MW in Victoria) commissioned in

July 2018, on time and on budget

•Dundonnell Wind Farm (336MW in Victoria) construction

commenced after securing long-term revenue offtakes

from Victorian Government and Snowy Hydro (covering

87% output)

•The development pipeline has been expanded by 1GW,

with Waverley Wind Farm (~130MW in South Taranaki) is

progressing well, having secured a long-term Genesis

Energy offtake

Canberra Data
Centres

EBITDA growth

delivered while

capacity

additions and

development

continues

Financial

•FY2019 EBITDA of A$72.3 million was A$16.5 million (30%)

above the prioryear

•FY2020 forecast EBITDA of A$110 million from a pipeline of

diverse opportunities with new and existing clients

Growth and development

•Major contract wins with Government and Hyperscale cloud

customers

•New Data Hosting Strategy by the Australian Government

improves CDC’s market position

•Whole of portfolio weighted average lease expiry (WALE) of

9 years (FY2018: 4.2 years), and 16.7 years with options

(FY2018: 10.9 years), providing confidence in forward outlook

•FY2020 forecast capital expenditure of A$374 million;

completing Hume 4 (23MW) and Eastern Creek 2 (13MW),

construction of Eastern Creek 3 (25MW), and partial fit-out of

Fyshwick 2, Eastern Creek 2 and Hume 4

Valuation

•Independent valuation of Infratil’s48.2% share of CDC as at

31 March 2019 between NZ$841million-NZ$942 million

•Implied multiple of 16x to 18x on a 1-year forward run-rate

EBITDA basis

InfratilFull year results presentation 201918

Longroad
Energy

Expanded

development of

renewables in

the US

InfratilFull year results presentation 201919

Financial

•FY2019 Associate earnings of NZ$46.5 million, compared to a

loss of NZ$19.7 million in the prior year

•To date Infratil has invested NZ$154.3 million, and received

distributions and capital returns of NZ$151.7 million

•Independent valuation of Infratil’sinvestment as at

31 March 2019 of NZ$123 million

Longroadtoday

•Total operating portfolio of 685MW, managing construction

of 553MW

•LongroadServices providing operating and maintenance

services to 1,476MW including 791MW from third party

owned operating assets

Development business on track

•First wave of projects (Phoebe 315MW solar and Rio Bravo

238MW wind) have reached financial close

Outlook

•Second wave of projects includes up to 800MW of new

development deals (Prospero Solar, El Campo Wind and

Foxhound Solar)

•Current development pipeline of ~8GW

Wellington
Airport

Strong earnings

growth and

completion of

significant

infrastructure

projects

Financial

•EBITDAF of $101.4 million, 6.2% growth on last year

•Over 6.4 million passengers, a 4.4% (or 269,000) increase on last

year, with the highest annual domestic growth in the last

decade

•Continuing to deliver a great visitor experience with excellent

global connectivity for the Wellington region. Passenger

surveys are indicating the highest-ever levels of approval

•Concluded a five-year, $300 million investment programme,

including the delivery of two major infrastructure projects;

✓RydgesWellington Airport hotel opened in February 2019

✓Multi-level car park and transport hub opened in October 2018

Outlook

•Repricing of aeronautical facilities and services is now expected

to start in late FY2020 once the airport has greater clarity on

capital investment associated with its 2040 master plan and

increasing aviation security requirements

•WIAL has agreed with its substantial airline customers to extend

current aeronautical pricing in the interim

•Wellington Airport consent application to extend the runway

was withdrawn from the Environment Court, with

re-application currently planned for 2020

InfratilFull year results presentation 201920

NZ Bus
Long-term scale

and stability

secured for

Auckland,

Wellington and

Tauranga

Financial

•Revenue down 15.8%, largely due to reduced scale in

Wellington

•Expenses down 10.0% reflecting the reduced scale in

Wellington, one-off transition costs to the new operating

model and implementation of the new Tauranga contract

•FY2019 EBITDA of $17.4 million impacted by a number of

one-off transition costs

Contracting market and forecast update

•Geographically diversified revenues in place, with 20 Auckland

units, 5 Wellington units, 2 Tauranga/BOP units and

Wellington Airport Flyer (exempt service). Average contract

tenure ~9 years

•Transition to new contracts in Auckland, Wellington and

Tauranga now complete

•71 double deckers($45 million) have been delivered and are

all in service across Auckland and Wellington

•Organic growth expected within current markets. Recent

operating challenges due to transition to new contracts and

below established staff levels

Capital expenditure outlook

•Currently working with GWRC on the procurement of new

fleet, with EV/diesel options under consideration

InfratilFull year results presentation 201921

RetireAustralia
Strong

long-term

investment

thematic with

near term choices

around pace of

development

Financial

•Underlying profit A$17.1 million, a decrease from

A$33.7 million in FY2018

•Lower accrued deferred management fees due to a 1.2% unit

price decrease

•Lower development margin due to a lower volume of new

units available to be sold (15 sales vs 51 sales)

•Despite industry headwinds, the sector dynamics combined

with the Federal Government focus on ageing in the home,

demonstrates that the significant market opportunity for high

quality retirement living, with a built-in continuum of care,

remains

Development

•2 urban villages currently under construction, including 70

purpose built care apartments due for completion in

September 2019

•First greenfield development expected to commence

construction in Calendar Year 2020

•Total development pipeline of 822 units

Care

•Home care rollout commenced in South Australia and Central

Coast of NSW, providing both privately and government

funded services

•Care model to be rolled out at new development providing

high levels of care to residents

InfratilFull year results presentation 201922

Perth Energy
Strong

turnaround in

performance

following

repositioning of

the business

ahead of

strategic review

Financial

•EBITDAF of A$33.5 million, a A$38.8 million improvement on

the prior year

•A$20.1 million of cost savings arising from truing up Perth

Energy’s shortfall positions for Calendar Year 2017 to the first

quarter of 2019 with lower priced future Large-scale

Generation Certificates

Retail

•Re-negotiation of medium term wholesale supply

arrangements completed and effective from

1 September 2018

•Generation asset has been used effectively to hedge the

Retail portfolio against high balancing prices

Generation

•Generation plant provides valuable peaking capacity to the

Western Australian energy market

•One of the few fast-start turbines in Western Australia which

continues to play an important role in supporting the

deployment of intermittent renewables

InfratilFull year results presentation 201923

Strategic
Review

Update

Portfolio

divestments

andtightening is

well advanced

InfratilFull year results presentation 201924

ANU PBSA

•Infratil has received all counterparty consents for the sale of its 50% interest in the Australian National

University’s Purpose Built Student Accommodation concession to funds controlled by AMP Capital

•Completion of the transaction is expected to occur on 20 May 2019 and Infratil expects to receive cash

proceeds of approximately A$162 million. Distributions of A$4.8 million have been received since

931 March 2019

NZ Bus

•Infratil has agreed the sale of NZ Bus with Next Capital, subject to regulatory approvals and the

approval of NZ Bus’key contract counterparties. OIO approval and Council change of control consents

remain outstanding

•On completion of the transaction Infratil expects to receive proceeds of approximately

$160-$170 million, after adjustments for working capital, capital expenditure, and an earnout

mechanism

•At 31 March 2019 Infratil has impaired the carrying value of the asset by $27.2 million to reflect

estimated proceeds

Snapper

•Infratil has agreed the sale of its interest in Snapper subject to counterparty consents

Perth Energy

•Perth Energy is now well positioned, but the investment is no longer a fit with Infratil’sstrategic

investment parameters

•Infratil is in negotiation with prospective buyers of its interest in Perth Energy with conclusion of the

strategic review expected in FY2020

FY2020
Outlook

The Vodafone NZ

acquisition will

enhance near-

term guidance

depending on

final completion

date

InfratilFull year results presentation 201925

Infratil FY2020 earnings guidance

1

and dividends

Guidance

1

($Millions)2020

2

Underlying EBITDAF635-675

Netinterest165-175

Depreciation& amortisation160-170

Capital expenditure700-800

•FY2020 Underlying EBITDAF guidance range

from continuing operations set at

$635-$675 million

•Key assumptions include:

▪Trustpower EBITDAF guidance of

$205-$225 million

▪Tilt EBITDAF guidance of A$122-$129 million

▪Infratil’s share of CDC’s reported EBITDA -

A$52 million

▪Longroad contribution assumes 3

development project gains together with the

Rio Bravo development gain

▪No Incentive Fees are forecast

▪Vodafone NZ full year FY2020 Underlying

EBITDA is forecast to be between

NZ$460-$490 million

▪Included in Infratil’s FY2020 guidance is a

7 month contribution from Vodafone NZ,

based on a 49.9% share of Underlying

EBITDA from 1 September 2019

•Infratil expects its FY2020 dividend to be

maintained at the current level on a dividend per

share basis

•Underlying EBITDAF guidance is presented on a

continuing operations basis and therefore excludes

any contributions from NZ Bus, ANU, Perth Energy

and Snapper

•Capital expenditure excludes the acquisition of

Vodafone NZ, and includes a proportionate share

of capital expenditure spent by other associates

Notes:

1.2020 guidance is based on Infratilmanagement’s current expectations and assumptions about the trading performance of Infratil’scontinuing

operations and is subject to risks and uncertainties, is dependent on prevailing market conditions continuing throughout the outlook period and

assumes no major changes in the composition of the Infratilinvestment portfolio. Trading performance and market conditions can and will

change, which may materially affect the guidance set out above

2.Postacquisition of Vodafone NZ

3.Discontinued operations represent businesses that have been divested, or businesses which will be recovered principally through a sale

transaction rather than through continuing use

Portfolio reset
largely

complete and

set to deliver

Newlyfocused

portfolio with

significantly

enhanced

pipeline

supported by

strengthened

core cash

generation

InfratilFull year results presentation 201926

Demonstrated Performance

•Standout performances from Tilt, Longroad, and Canberra Data

Centresfollowing commitment to platforms and delivery of

significant new facilities

•Core cash generating operating businesses deliver forecasted

earnings

•45.5% 12 month total shareholder return through 16 May 2019

Focused Portfolio

•Portfolio divestment programme nearing completion

•Allocation of available capital towards high-conviction

renewable energy and data platforms expected to continue

Positive Outlook

•Renewable energy platforms continue to strengthen with

material MW upgrades to Tilt and Longroadutility-scale wind

andsolar pipelines

•Canberra Data Centre expansion capability significantly

enhanced with new Sydney campus

•Material uplift in EBITDAF outlook assuming completion of

Vodafone NZ transaction in August 2019

•Portfolio reset largely complete and set to deliver long-

termtargeted returns

27
For further

information:

www.infratil.com

Appendix I
Reconciliation of

NPAT to

Underlying

EBITDAF

•Underlying EBITDAF is a non-GAAP measure of financial performance, presented to show management’s view of

the underlying business performance

•Underlying EBITDAF represents consolidated net earnings before interest, tax, depreciation, amortisation, financial

derivative movements, revaluations, gains or losses on the sales of investments, and includes Infratil’s share of

RetireAustralia’s underlying profit

•Underlying profit for RetireAustralia removes the impact of unrealised fair value movements on investment

properties, impairment of property, plant and equipment, excludes one-off gains and deferred taxation, and

includes realised resale gains and realised development margins

•In Management’s view underlying profit provides a better benchmark to measure business performance in the

aged care sector

InfratilFull year results presentation 201928

31 March $Millions20192018

Net profit after tax52.4

160.5

Less: share of RetireAustralia associate earnings23.9

4.5

Plus: share of RetireAustralia underlying earnings9.2

18.3

Net loss/(gain) on foreign exchange and derivatives(0.1)

(34.8)

Net realisations, revaluations and (impairments)31.9

(12.5)

Discontinued operations41.3

55.7

Underlying earnings158.6

191.7

Depreciation & amortisation160.4

151.5

Net interest148.5

150.5

Tax72.0

52.7

Underlying EBITDAF539.5

546.4

---

Notes20192018
$000$000

Dividends received from subsidiary companies186,14580,000

Subvention income-10,327

Operating revenue30,26527,840

Total revenue216,410118,167

Directors' fees822740

Other operating expenses29,57827,029

Total operating expenditure 430,40027,769

Operating surplus before financing, derivatives, realisations and impairments186,01090,398

Net gain/(loss) on foreign exchange and derivatives4,4214,349

Net realisations, revaluations and (impairments)--

Financial income62,49738,502

Financial expenses(66,721)(68,574)

Net financing expense(4,224)(30,072)

Net surplus before taxation186,207 64,675

Taxation expense6(5,155)(5,610)

Net surplus for the year 181,052 59,065

Other comprehensive income, after tax

Fair value movements in relation to executive share scheme573(237)

Total other comprehensive income after tax573(237)

Total comprehensive income for the year181,62558,828

The accompanying notes form part of these financial statements.

Statement of Comprehensive Income

For the year ended 31 March 2019

Infratil Limited

1

NotesCapitalOther reserves
Retained

earnings

Total

$000$000$000$000

Balance as at 1 April 2018354,55233912,916367,807

Total comprehensive income for the year

Net surplus for the year--181,052181,052

Other comprehensive income after tax

-573-573

Total other comprehensive income

-573-573

Total comprehensive income for the year

-573181,052181,625

Contributions by and distributions to owners

Share buyback

----

----

Conversion of executive redeemable shares

----

Dividends to equity holders

3--(95,077)(95,077)

Total contributions by and distributions to owners

--(95,077)(95,077)

Balance at 31 March 2019

354,55291298,891454,355

Balance as at 1 April 2017356,96257643,459400,997

Total comprehensive income for the year

Net surplus for the year--59,06559,065

Other comprehensive income after tax

-(237)-(237)

Total other comprehensive income

-(237)-(237)

Total comprehensive income for the year

-(237)59,06558,828

Contributions by and distributions to owners

Share buyback

(2,410)--(2,410)

----

Conversion of executive redeemable shares

----

Dividends to equity holders

3--(89,608)(89,608)

Total contributions by and distributions to owners

(2,410)-(89,608)(92,018)

Balance at 31 March 2018

354,55233912,916367,807

The accompanying notes form part of these financial statements.

Statement of Changes in Equity

For the year ended 31 March 2019

Statement of Changes in Equity

For the year ended 31 March 2018

Treasury Stock reissued under dividend reinvestment plan

Infratil Limited

Fair value movements in relation to executive share scheme

Treasury Stock reissued under dividend reinvestment plan

Fair value movements in relation to executive share scheme

2

Notes20192018
$000$000

Cash and cash equivalents--

Prepayments and sundry receivables2,0651,097

Income tax receivable--

Advances to subsidiary companies 141,151,916936,013

Current assets1,153,981937,110

Deferred tax 614,20316,608

Investments 14585,529585,529

Non-current assets599,732602,137

Total assets1,753,7131,539,247

Bond interest payable5,5075,637

Accounts payable4,0692,879

Accrual and other liabilities4292,255

Infrastructure bonds 7148,857111,202

Derivative financial instruments 81,7291,607

Loans from group companies 14153,897153,897

Total current liabilities314,488277,477

Infrastructure bonds 7747,169652,094

Perpetual Infratil Infrastructure bonds 7231,534231,152

Derivative financial instruments 86,16710,717

Non-current liabilities984,870893,963

Attributable to shareholders of the Company454,355367,807

Total equity454,355367,807

Total equity and liabilities1,753,7131,539,247

Approved on behalf of the Board on ϭςDĂLJ 2019

Director Director

The accompanying notes form part of these financial statements.

Statement of Financial Position

Infratil Limited

As at 31 March 2019

3

Notes20192018
$000$000

Cash flows from operating activities

Cash was provided from:

Dividends received from subsidiary companies186,14580,000

Subvention income-10,327

Interest received62,49738,502

GST refund received--

Operating revenue receipts29,29727,508

277,939156,337

Cash was dispersed to:

Interest paid(64,703)(67,069)

Payments to suppliers(31,043)(27,280)

Taxation (paid) / refunded(2,750)(3,715)

(98,496)(98,064)

Net cash flows from operating activities

10179,44358,273

Cash flows from investing activities

Cash was provided from:

Net movement in subsidiary company loan-38,164

-38,164

Cash was dispersed to:

Acquisition of shares in subsidiary--

Cash outflow for group company loan(215,330)-

(215,330)-

Net cash flows from investing activities

(215,330)38,164

Cash flows from financing activities

Cash was provided from:

Proceeds from issue of shares--

Issue of bonds246,249143,413

246,249143,413

Cash was dispersed to:

Repayment of bonds(111,418)(147,396)

Infrastructure bond issue expenses(3,867)(2,068)

Repurchase of shares-(778)

Dividends paid

3(95,077)(89,608)

(210,362)(239,850)

Net cash flows from financing activities

35,887(96,437)

Net cash movement --

Cash balances at beginning of year--

Cash balances at year end--

The accompanying notes form part of these financial statements.

Infratil Limited

Statement of Cash Flows

Note some cash flows above are directed through an intercompany account. The cashflow statement above has been prepared on the assumption that these

transactions are equivalent to cash in order to present the total cashflows of the entity.

For the year ended 31 March 2019

4

(1) Accounting policies
(A) Reporting Entity

(B) Basis of preparation

Accounting estimates and judgements

Valuation of investments

Accounting for income taxes

(C) Taxation

(D) Derivative financial instruments

Notes to the Financial Statements

For the year ended 31 March 2019

Infratil Limited ('the Company') is a company domiciled in New Zealand and registered under the Companies Act 1993. The Company is listed on the NZX and ASX,

and is an issuer in terms of the Financial Markets Conduct Act 2013.

The financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Practice (‘NZ GAAP’) and comply with New Zealand

equivalents to International Financial Reporting Standards ('NZ IFRS') and other applicable financial reporting standards as appropriate for profit-oriented

entities. The presentation currency used in the preparation of these financial statements is New Zealand dollars, which is also the Company's functional currency,

and is presented in $ thousands unless otherwise stated. The principal accounting policies adopted in the preparation of these financial statements are set out

below. These policies have been consistently applied to all the periods presented, unless otherwise stated. Comparative figures have been restated where

appropriate to ensure consistency with the current period.

The financial statements comprise statements of the following: comprehensive income; financial position; changes in equity; cash flows; significant accounting

policies; and the notes to those statements are contained on pages 5 to 16 of this report. The financial statements are prepared on the basis of historical cost,

except financial derivatives valued in accordance with accounting policy (D).

The preparation of financial statements in conformity with NZ IFRS requires management to make estimates and assumptions that affect the reported amounts of

assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Future outcomes

could differ from those estimates. The principal areas of judgement in preparing these financial statements are set out below.

Infratil completes an assessment of the carrying value of investments at least annually and considers objective evidence for impairment on each investment taking

into account observable data on the investment, the fair value, the status or context of capital markets, its own view of investment value, and its long term

intentions. Infratil notes the following matters which are specifically considered in terms of objective evidence of impairment of its investments, and whether

there is a significant or prolonged decline from cost, which should be recorded as an impairment, and taken to profit and loss: any known loss events that have

occurred since the initial recognition date of the investments, including its long term investment horizon, specific initiatives which reflect the strategic or

influential nature of its existing investment position and internal valuations; and the state of financial markets. The assessment also requires judgements about

the expected future performance and cash flows of the investment.

Preparation of the financial statements requires management to make estimates as to, amongst other things, the amount of tax that will ultimately be payable,

the availability of losses to be carried forward and the amount of foreign tax credits that it will receive. Actual results may differ from these estimates as a result

of reassessment by management and/or taxation authorities.

Income tax comprises both current and deferred tax. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or

substantively enacted at the balance date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognised in respect of the differences

between the carrying amounts of assets and liabilities for financial reporting purposes and the carrying amounts used for taxation purposes.

The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates

enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits or

deferred tax liabilities will be available within the Company against which the asset can be utilised.

When appropriate, the Company enters into agreements to manage its interest rate, foreign exchange, operating and investment risks. In accordance with the

Company's risk management policies, the Company does not hold or issue derivative financial instruments for speculative purposes. However, certain derivatives

do not qualify for hedge accounting and are required to be accounted for at fair value through profit or loss. Derivative financial instruments are recognised

initially at fair value at the date they are entered into. Subsequent to initial recognition, derivative financial instruments are stated at fair value at each balance

sheet date. The resulting gain or loss is recognised in the profit or loss immediately unless the derivative is designated effective as a hedging instrument, in which

event, recognition of any resultant gain or loss depends on the nature of the hedging relationship.

5

Notes to the Financial Statements
For the year ended 31 March 2019

(E) Impairment of assets

(F) Borrowings

(G) Foreign currency transactions

(H) Changes in accounting policies

(I) Adoption status of relevant new financial reporting standards and interpretations

(2) Nature of business

At each reporting date, the Company reviews the carrying amounts of its tangible and intangible assets, to determine whether there is any indication that those

assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the

impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount

of the cash-generating unit to which the asset belongs.

Borrowings are recorded initially at fair value, net of transaction costs. Subsequent to initial recognition, borrowings are measured at amortised cost with any

difference between the initial recognised amount and the redemption value being recognised in profit and loss over the period of the borrowing using the

effective interest rate. Fees and other costs incurred in arranging debt finance are capitalised and amortised over the term of the relevant debt facility.

Transactions in foreign currencies are translated to the functional currency of the Company at exchange rates at the dates of the transactions. Monetary assets

and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate at that date. The foreign

currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the period, adjusted for interest

and payments during the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the period. Non-monetary assets and

liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency at the exchange rate at the date that the fair

value was determined. Foreign currency differences arising on translation are recognised in profit or loss.

The Company is the ultimate parent company of the Infratil Group, owning infrastructure & utility businesses and investments in New Zealand, Australia and the

United States. The Company is a limited liability company incorporated and domiciled in New Zealand. The address of its registered office is 5 Market Lane,

Wellington, New Zealand.

The Company has adopted NZ IFRS 9 Financial Instruments and NZ IFRS 15 Revenue from Contracts with Customers from 1 April 2018.

NZ IFRS 9 includes revised guidance on the classification and measurement of financial instruments, a new expected credit loss model for calculating impairment

on financial assets, and new general hedge accounting requirements. It also carries forward the guidance on recognition and derecognition of financial

instruments from NZ IAS 39 Financial Instruments: Recognition and Measurement, which NZ IFRS 9 replaces. The adoption of this accounting standard has not had

a material impact on the financial statements.

NZ IFRS 15 Revenue from Contracts with Customers, establishes a comprehensive framework for determining whether, how much and when revenue is

recognised. It replaces existing revenue recognition guidance, including NZ IAS 18 Revenue, NZ IAS 11 Construction Contracts and IFRIC 13 Customer Loyalty

Programmes. The adoption of this accounting standard has not had a material impact on the financial statements.

NZ IFRS 16 Leases, removes the classification of leases as either operating leases or finance leases – for the lessee – effectively treating all leases as finance leases.

Lessor accounting remains similar to current practice – i.e. lessors continue to classify leases as finance and operating. The standard is effective for annual

reporting periods beginning on or after 1 January 2019. The Company's preliminary assessment of adopting NZ IFRS 16 is that it will not have a material impact on

the financial statements.

The following new standards, amendments to standards and interpretations are issued but not yet effective and have not been applied in preparation of these

consolidated financial statements.

6

Notes to the Financial Statements
For the year ended 31 March 2019

(3) Infratil shares and dividends

Ordinary shares (fully paid)

20192018

Total issued capital at the beginning of the year

559,278,166560,053,166

Movements in issued and fully paid ordinary shares during the year:

Share buyback

-(775,000)

Total issued capital at the end of the year

559,278,166559,278,166

Dividends paid on ordinary shares

2019201820192018

cents per sharecents per share

$000$000

Final dividend prior year (paid 14 June 2018)

10.75 10.00 60,122 56,005

Interim dividend current year (paid 18 December 2018)

6.25 6.00 34,955 33,603

Dividends paid on ordinary shares

17.00 16.00 95,077 89,608

Executive redeemable shares

20192018

$000

$000

Balance at the beginning of the year 433,000990,500

Shares issued

-

-

Shares converted to ordinary shares

-

-

Shares cancelled

-

(557,500)

Balance at end of year 433,000433,000

(4) Other operating expenses

20192018

$000

$000

Fees paid to the Company auditor204 365

Directors’ fees822 740

Administration and other corporate costs5,423 5,411

Management fee (to related party Morrison & Co Infrastructure Management)1423,951 21,253

Total other operating expenses30,400 27,769

20192018

Fees paid to the Company auditor

$000

$000

Audit and review of financial statements 204 158

Other assurance services - -

Taxation services - -

Other services - 207

Total fees paid to the Company auditor 204 365

All fully paid ordinary shares have equal voting rights and share equally in dividends and equity. At 31 March 2019 the Group held 775,000 shares as Treasury

Stock.

The audit fee includes the fees for both the annual audit of the Group and Company financial statements and the review of the interim financial statements. Other

services relate to due diligence work.

7

Notes to the Financial Statements
For the year ended 31 March 2019

(5) Net realisations and (impairments)

(6) Taxation

20192018

$000$000

Surplus before taxation186,20764,675

Taxation on the surplus for the period @ 28%52,13818,109

Plus/(less) taxation adjustments:

Exempt dividends(52,121)(22,400)

Losses offset within Group10,1408,202

Subvention payment-(2,892)

Timing differences not recognised--

Over provision in prior years1904,434

Other permanent differences(5,192)157


Taxation expense5,1555,610

Current taxation 2,7503,715

Deferred taxation 2,4051,895

5,1555,610

There was no income tax recognised in other comprehensive income during the period (2018: nil)

Recognised deferred tax assets and liabilities

20192018

$000$000

Derivatives2,2113,451

Tax losses carried forward12,06713,307

Deferred tax assets14,27816,758

20192018

$000$000

Other items(75)(150)

Deferred tax liabilities(75)(150)

Property, plant and equipment20192018

Investment property$000$000

Derivatives

2,2113,451

Tax losses carried forward12,06713,307

Other items(75)(150)

Net deferred tax assets/(liabilities)14,20316,608

Changes in temporary differences affecting tax expense

2019201820192018

$000$000$000$000

Derivatives(1,240)(1,217)--

Tax losses carried forward(1,240)(793)--

Other items75115--

(2,405)(1,895)--

At 31 March 2019 the Company reviewed the carrying amounts of loans to Infratil Group companies to determine whether there is any indication that those

assets have suffered an impairment loss. The recoverable amount of the asset was estimated by reference to the counterparties' net asset position and ability to

repay loans out of operating cash flows in order to determine the extent of any impairment loss. As a result the Company did not impair any loans to Infratil Group

companies in 2019 (2018: nil).

Assets

Tax Expense

Liabilities

Net Assets/(Liabilities)

Other Comprehensive Income

8

Notes to the Financial Statements
For the year ended 31 March 2019

(7) Infrastructure Bonds

20192018

$000$000

Balance at the beginning of the year994,448998,305

Issued during the year246,249143,413

Exchanged during the year(51,050)(32,739)

Matured during the year(60,367)(114,657)

Purchased by Infratil during the year--

Bond issue costs capitalised during the year(3,867)(2,069)

Bond issue costs amortised during the year2,1472,195

Balance at the end of the year1,127,560994,448

Current148,857111,202

Non-current fixed coupon 747,169652,094

Non-current perpetual variable coupon231,534231,152

Balance at the end of the year1,127,560994,448

Repayment terms and interest rates:

IFT180 Maturing in November 2018, 6.85% p.a. fixed coupon rate-111,418

IFT200 Maturing in November 2019, 6.75% p.a. fixed coupon rate68,50068,500

IFT090 Maturing in February 2020, 8.50% p.a. fixed coupon rate80,49880,498

IFT220 Maturing in June 2021, 4.90% p.a. fixed coupon rate93,88393,883

IFT190 Maturing in June 2022, 6.85% p.a. fixed coupon rate93,69693,696

IFT240 Maturing in December 2022, 5.65% p.a. fixed coupon rate100,000100,000

IFT210 Maturing in September 2023, 5.25% p.a. fixed coupon rate122,104122,104

IFT230 Maturing in June 2024, 5.50% p.a. fixed coupon rate56,11756,117

IFT250 Maturing in June 2025, 6.15% p.a fixed coupon rate43,41343,413

IFT260 Maturing in December 2024, 4.75% p.a. fixed coupon rate100,000-

IFT270 Maturing in December 2028, 4.85% p.a. fixed coupon rate146,249-

IFTHA Perpetual Infratil infrastructure bonds231,917231,917

less: Bond issue costs capitalised and amortised over term(8,817)(7,098)

Balance at the end of the year1,127,560994,448

Fixed coupon

Perpetual Infratil infrastructure bonds ('PIIBs')

At 31 March 2019 the Infratil Infrastructure bonds (including PIIBs) had a fair value of $1,104.4 million (31 March 2018: $989.6 million).

The fixed coupon bonds the Company has on issue are at a face value of $1.00 per bond. Interest is payable quarterly on the bonds. 25 days prior to the maturity

date of the IFT090 series, Infratil can elect to convert all of the bonds in that series to equity by issuing the number of shares calculated by dividing the $1.00 face

value by 98% of the market price of an Infratil share. The market price is the average price weighted by volume of all trades of ordinary shares over the 10

business days up to the fifth business day before the maturity date.

The Company has 231,916,600 (31 March 2018: 231,916,600) PIIBs on issue at a face value of $1.00 per bond. Interest is payable quarterly on the bonds. For the

period to 15 November 2019 the coupon was fixed at 3.55% per annum (2018: 3.50%). Thereafter the rate will be reset annually at 1.5% per annum over the then

one year bank rate for quarterly payments, unless Infratil's gearing ratio exceeds certain thresholds, in which case the margin increases. These infrastructure

bonds have no fixed maturity date. No PIIBs (2018: nil) were repurchased by Infratil Limited during the period.

Throughout the period the Company complied with all debt covenant requirements as imposed by the bond trustee.

9

Notes to the Financial Statements
For the year ended 31 March 2019

(8) Financial instruments

The Company has exposure to the following risks due to its business activities and financial policies:

• Credit risk

• Liquidity risk

• Market risk (interest rates and foreign exchange)

2019

Accounts

payable, accruals

and other

liabilities

Infrastructure

bonds

Perpetual Infratil

Infrastructure

bonds

Derivative

financial

instruments

Total

$000$000$000$000$000

Balance sheet

163,902896,026231,5347,8961,299,358

Contractual cash flows

163,9021,122,247311,8467,8961,605,890

6 months or less

163,90226,0724,1172,568196,659

6 to 12 months

-172,4814,1171,539178,136

1 to 2 years

-40,6788,2332,38651,298

2 to 5 years

-496,60624,6991,403522,708

5 years +

-386,410270,680-657,090

2018

Balance sheet

164,668763,296231,15212,3241,171,440

Contractual cash flows

164,668936,511290,42813,6221,405,229

6 months or less

164,66823,9674,0594,124196,818

6 to 12 months

-132,5224,0593,547140,128

1 to 2 years

-186,7108,1173,321198,148

2 to 5 years

-359,11424,3512,630386,095

5 years +

-234,198249,842-484,040

The tables below analyses the financial liabilities into relevant maturity groupings based on the earliest possible contractual maturity date at the year end date.

The amounts in the tables below are contractual undiscounted cash flows, which include interest through to maturity. Perpetual Infratil Infrastructure Bond cash

flows have been determined by reference to the longest dated Infratil Bond, maturing in the year 2028.

The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Board also has a function

of reviewing management practices in relation to identification and management of significant business risk areas and regulatory compliance. The Company has

developed a comprehensive, enterprise wide risk management framework. Management and Board participate in the identification, assessment and monitoring

of new and existing risks. Particular attention is given to strategic risks that could affect the Company.

Credit risk

Liquidity risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations, resulting in financial loss to the Company. The Company is exposed to

credit risk in the normal course of business including those arising from financial derivatives and transactions (including cash balances) with financial institutions.

The Company has adopted a policy of only dealing with credit-worthy counterparties, as a means of mitigating the risk of financial loss from defaults. Derivative

counterparties and cash transactions are limited to high-credit-quality financial institutions and other organisations in the relevant industry. The Company’s

exposure and the credit ratings of counterparties are monitored. The carrying amounts of financial assets recognised in the Statement of Financial Position best

represent the Company’s maximum exposure to credit risk at the reporting date. No security is held on these amounts.

Liquidity risk is the risk that assets held by the Company cannot readily be converted to cash to meet the Company's contracted cash flow obligations. Liquidity risk

is monitored by continuously forecasting cash flows and matching the maturity profiles of financial assets and liabilities. The Company's approach to managing

liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due and make value investments, under both normal

and stress conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

10

Notes to the Financial Statements
For the year ended 31 March 2019

Interest rates

20192018

$000$000

At balance date the face value of interest rate contracts outstanding were:

Interest rate swaps in place at year end

95,000145,000

Fair value of interest rate swaps

(7,896)(12,324)

The termination dates for the interest rate swaps are as follows:

Between 0 to 1 year

50,00050,000

Between 1 to 2 years

45,00050,000

Between 2 to 5 years

-45,000

Over 5 years

--

Interest rate sensitivity analysis

20192018

$000$000

Profit or loss

100 bp increase248939

100 bp decrease(210)(1,023)

There would be no material effect on equity.

Foreign currency

Fair values

20192018

$000$000

Assets

Derivative financial instruments - foreign exchange--

--

--

Split as follows:

Current --

Non-current --

--

Liabilities

Derivative financial instruments - foreign exchange--

Derivative financial instruments - interest rate7,89612,324

7,89612,324

Split as follows:

Current 1,7291,607

Non-current 6,16710,717

7,89612,324

Derivative financial instruments - interest rate

The carrying amount of financial assets and financial liabilities recorded in the financial statements is their fair value, with the exception of bond debt held at

amortised cost which have a fair value at 31 March 2019 of $1,104.4 million (2018: $989.6 million) compared to a carrying value of $1,127.6 million (2018: $994.4

million).

At 31 March 2019, if the New Zealand dollar had weakened/strengthened by 10 percent against foreign currencies, with all other variables held consistent, post-

tax profit would not have been materially different. There would have been no material impact on balance sheet components.

Foreign exchange sensitivity analysis

The following table shows the impact on post-tax profit and equity of a movement in bank interest rates of 100 basis points higher/lower with all other variables

held constant.

The Company has exposure to currency risk on the value of its assets and liabilities denominated in foreign currencies, future investment obligations and future

income. Foreign currency obligations and income are recognised as soon as the flow of funds is likely to occur. Decisions on buying forward cover for likely foreign

currency investments is subject to the Company’s expectation of the fair value of the relevant exchange rate.

Market risk

Interest rate risk is the risk of interest rate volatility negatively affecting the Company's interest expense cash flow and earnings. The Company mitigates this risk

by issuing borrowings at fixed interest rates or entering into Interest Rate Swaps to convert floating rate exposures to fixed rate exposure. Borrowings issued at

fixed rates expose the Company to fair value interest rate risk which is managed by the interest rate profile and hedging.

11

Notes to the Financial Statements
For the year ended 31 March 2019

Estimation of fair values

Valuation InputSource

Interest rate forward price curvePublished market swap rates

Discount rate for valuing interest rate derivatives

Fair value hierarchy

• Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1)

• Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).

Capital management

The key factors in determining the Company's optimal capital structure are:

• Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived

from prices) (level 2)

The analysis of financial instruments carried at fair value, by valuation method is below. The different levels have been defined as follows:

• Capital needs over the forecast period

The fair values and net fair values of financial assets and financial liabilities are determined as follows:

• The fair value of financial assets and liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted

market prices.

• The fair value of other financial assets and liabilities are calculated using market-quoted rates based on discounted cash flow analysis.

Where the fair value of a derivative is calculated as the present value of the estimated future cash flows of the instrument, the two key types of variables used by

the valuation techniques are:

• forward price curve (for the relevant underlying interest rates, foreign exchange rates or commodity prices); and

• Available sources of capital and relative cost

• Nature of its activities

• Quality and dependability of earnings/cash flows

• The fair value of derivative financial instruments are calculated using quoted prices. Where such prices are not available, use is made of discounted cash flow

analysis using the applicable yield curve or available forward price data for the duration of the instruments.

The selection of variables requires significant judgement and therefore there is a range of reasonably possible assumptions in respect of these variables that could

be used in estimating the fair value of these derivatives. Maximum use is made of observable market data when selecting variables and developing assumptions

for the valuation techniques.

All financial instruments measured at fair value in the statement of financial position are valued either directly (that is, using external available inputs) or indirectly

(that is, derived from externally available inputs) and are classified as level 2 under NZ IFRS 7.

The Company has interest rate swap derivatives that are classified as Level 2 and have a fair value liability of $7.9 million at 31 March 2019 (2018: $12.3 million).

There were no transfers between derivative financial instrument assets or liabilities classified as level 1 or level 2, and level 3 of the fair value hierarchy during the

year ended 31 March 2019 (2018: none).

• discount rates.

Published market interest rates as applicable to the remaining life of

the instrument.

There were no changes to the Company's approach to capital management during the year.

The Company seeks to ensure that no more than 25% of its debt is maturing in any one year period, and to spread the maturities of its facilities. The Company

manages its interest rate profile so as to minimise net value volatility. This means having interest costs fixed for extended terms. At times when long rates appear

to be unsustainably high, the profile may be shortened, and when rates are low the profile may be lengthened.

The Company's capital includes share capital, reserves, and retained earnings. From time to time the Company purchases its own shares on the market with the

timing of these purchases dependent on market prices, an assessment of value for shareholders and an available window to trade on the NZX. Primarily the

shares are intended to be held as treasury stock and may be reissued under the Dividend Reinvestment Plan or cancelled. During the year no shares were bought

back by the the Company (2018: 775,000).

12

Notes to the Financial Statements
For the year ended 31 March 2019

(9) Investment in subsidiaries and associates

The significant investments of the Company and their activities are summarised below:

SubsidiariesHoldingHolding

20192018

New Zealand

Infratil 1998 Limited100%100%InvestmentNew Zealand

Infratil 2016 Limited100%100%InvestmentNew Zealand

Infratil 2018 Limited100%-InvestmentNew Zealand

Infratil Energy Limited100%100%InvestmentNew Zealand

Infratil Finance Limited100%100%FinanceNew Zealand

Infratil Gas Limited100%100%InvestmentNew Zealand

Infratil Infrastructure Property Limited100%100%InvestmentNew Zealand

Infratil Investments Limited100%100%InvestmentNew Zealand

Infratil No 1 Limited100%100%InvestmentNew Zealand

Infratil No 5 Limited100%100%InvestmentNew Zealand

Infratil Outdoor Media Limited100%100%InvestmentNew Zealand

Infratil PPP Limited100%100%InvestmentNew Zealand

Infratil Renewables Limited100%100%InvestmentNew Zealand

Infratil RV Limited100%100%InvestmentNew Zealand

Infratil Ventures II Limited100%100%InvestmentNew Zealand

Infratil Ventures Limited100%100%InvestmentNew Zealand

NZ Airports Limited100%100%InvestmentNew Zealand

Swift Transport Limited 100%100%InvestmentNew Zealand

Infratil Australia Limited100%100%InvestmentNew Zealand

The financial year-end of all the significant subsidiaries is 31 March.

(10) Reconciliation of net surplus with cash flow from operating activities

20192018

$000$000

Net surplus for the year 181,05259,065

Less items classified as investing activity:

Loss/(profit) on investment realisations and impairments--

Add items not involving cash flows:

(4,427)(4,349)

-(1,636)

--

Amortisation of deferred bond issue costs2,1472,195

Movements in working capital

Change in receivables(968)(332)

Change in trade payables1,190215

Change in accruals and other liabilities(1,956)1,220

Change in deferred tax2,4051,895

Net cash inflow from operating activities179,44358,273

Movement in financial derivatives taken to the profit or loss

Unsettled share buybacks

Capitalisation of intercompany interest and charges

Principal activity

Country of

incorporation

13

Notes to the Financial Statements
For the year ended 31 March 2019

(11) Share Scheme

Infratil Staff Share Purchase Scheme

Infratil Executive Redeemable Share Scheme

(12) Commitments

There are no outstanding commitments (2018: nil).

(13) Contingent liabilities

The Company has a contingent liability under the international fund management agreement with Morrison & Co International Limited in the event that the

Group sells its international assets, or valuation of the assets exceeds the performance thresholds set out in the international fund management agreement.

The Company has agreed to guarantee certain obligations of Infratil Trustee Limited, a related party, that is the Trustee to the Infratil Staff Share Scheme. The

amount of the guarantee is limited to the loans provided to the employees.

From time to time selected key eligible executives and senior managers of Infratil and certain of its subsidiaries are invited to participate in the Infratil Executive

Redeemable Share Scheme ('Executive Scheme') to acquire Executive Redeemable Shares (‘Executive Shares’). The Executive Shares have certain rights and

conditions and cannot be traded and do not convert to ordinary shares until those conditions have been met. The Executive Shares confer no rights to receive

dividends or other distributions or to vote. Executive Shares may be issued which will convert to ordinary shares after three years (other than in defined

circumstances) provided that the issue price has been fully paid and vesting conditions have been met. The vesting conditions include share performance hurdles

with minimum future share price targets which need to be achieved over the specified period. The number of shares that “vest” (or LTI bonus paid) is based on

the share price performance over the relevant period of the Infratil ordinary shares. If the executive is still employed by the Group at the end of the specified

period, provided the share performance hurdles are met the executive receives a long term incentive bonus ('LTI') which must be used to repay the outstanding

issue price of the Executive Shares and the Executive Shares are then converted to fully paid ordinary shares of Infratil.

No new Infratil Executive Redeemable Shares were granted during the current or prior year. On 17 June 2016, 528,000 Infratil Executive Redeemable Shares were

granted at a price of $3.3107, the volume weighted average market price over the 20 business days immediately preceding the date on which the shares were

issued to each executive. One cent per Executive Share was paid up in cash by the executive with the balance of the issue price payable when the executive

becomes eligible to receive the long term incentive bonus. The Determination Date for the 2016 Scheme is 17 June 2019.

In 2008 Infratil commenced a staff share purchase scheme ('the Staff Share Scheme'). Under the Staff Share Scheme participating employees have a beneficial title

to the ordinary shares, which are held by a trustee company. Staff are provided a loan in respect of the shares which is repayable over a period of three years.

Upon repayment of the loan and three years’ service by the participating employee, the ordinary shares will transfer from the trustee company to the

participating employee, and the shares become unrestricted. Other than in exceptional circumstances, the length of the retention period before the shares vest is

three years during which time the ordinary shares cannot be sold or disposed of.

During the year 47,770 shares were transferred to employees under the scheme (2018: 42,091 shares).

The Company and certain wholly owned subsidiaries are guarantors of the bank debt facilities of Infratil Finance Limited under a Deed of Negative Pledge,

Guarantee and Subordination and the Company is a guarantor to certain obligations of subsidiary companies.

14

Notes to the Financial Statements
For the year ended 31 March 2019

(14) Related parties

Related Party2019201820192018

$000$000$000$000

Advances

Infratil Finance

62,48938,4281,151,010935,680

Aotea Energy Holdings Limited

--(153,897)(153,897)

Investments in

Infratil Investments Limited

87,66587,665

Infratil 1998 Limited

12,00012,000

Infratil Finance Limited

153,897153,897

Infratil No. 1 Limited

78,02378,023

Infratil PPP Limited

5,9425,942

Infratil No. 5 Limited

248,001248,001

.

Management and other fees paid by the Company to MCIM, MCO or its related parties during the year were:

20192018

$000$000

Management fees23,95121,253

Directors fees104110

Financial management, accounting, treasury, compliance and administrative services1,2581,250

Investment banking services1,2251,160

Total management and other fees26,53823,773

At 31 March 2019 amounts owing to MCIM of $3,150k (excluding GST) are included in trade creditors (2018: $2,160k).

Interest income/(expense)

Intercompany

Certain Infratil Directors have relevant interests in a number of companies with which Infratil has transactions in the normal course of business. A number of key

management personnel are also Directors of Group subsidiary companies and associates.

Morrison & Co Infrastructure Management Limited ('MCIM') is the management company for the Company and receives management fees in accordance with the

applicable management agreement. MCIM is owned by H.R.L. Morrison & Co Group Limited Partnership ('MCO'). Mr M Bogoievski is a director of Infratil and is a

director and Chief Executive Officer of MCO. Entities associated with Mr Bogoievski also have beneficial interests in MCO.

Note 9 identifies significant entities in which the Company has an interest. All of these are related parties of the Company. The Company has the following

significant loans and investments to/from/in its subsidiaries:

15

Notes to the Financial Statements
For the year ended 31 March 2019

(15) Management fee to Morrison & Co Infrastructure Management Limited ('MCIM')

The management fee to MCIM comprises a number of different components:

(16) Segment analysis

During the year, the Company operated in predominantly one business segment, that of investments.

Geographical segments

(17) Events after balance date

Acquisition of Vodafone New Zealand

Dividend

There have been no other significant events subsequent to balance date.

A New Zealand base management fee is paid on the "New Zealand Company Value" at the rates of 1.125% per annum on New Zealand Company value up to $50

million. 1.0% per annum on the New Zealand Company Value between $50 million and $150 million, and 0.80% per annum on the New Zealand Company Value

above $150 million. The New Zealand Company Value is:

• the Company's market capitalisation as defined in the management agreement (i.e. the aggregated market value of the Company's listed securities, being

ordinary shares, partly paid shares, infrastructure bonds and warrants):

• plus the Company and its wholly owned subsidiaries' net debt (excluding listed debt securities and the book value of the debt in any non-Australasian

investments):

• minus the cost price of any non-Australasian investments: and

• plus/minus an adjustment for foreign exchange gains or losses related to non-New Zealand investments.

An international fund management fee is paid at the rate of 1.50% per annum on:

• the cost price of any non-Australasian investments: plus

• the book value of the debt in any wholly owned non-Australasian investments.

An international fund incentive fee is payable at the rate of 20% of gains on the international (including Australian) assets in excess of 12% per annum post tax.

The Company operated in one geographical area, that of New Zealand. Certain subsidiaries of the Company invest in Australia and the United States.

On 16 May 2019, the Directors approved a partially imputed final dividend of 11.0 cents per share to holders of fully paid ordinary shares to be paid on 27 June

2019.

On 14 May 2019, Infratil announced the 49.9% acquisition of Vodafone New Zealand Limited ('Vodafone NZ'). A consortium comprising Infratil and Brookfield

Asset Management Inc. ('Brookfield') have executed a conditional agreement to acquire Vodafone NZ from Vodafone Group Plc for an enterprise value of $3.4

billion. The $3.4 billion purchase price is to be funded via a $1,029 million equity contribution from each of Infratil and Brookfield, with the balance funded from

Vodafone NZ level debt and a portion of equity reserved for the Vodafone NZ executive team.

Infratil's equity contribution is expected to be funded via a fully underwritten equity raising of up to NZ$400 million, with the remainder to be funded through a

combination of NZ$400 million of debt from a committed acquisition debt facility and the use of existing debt facility headroom.

Completion is conditional on Overseas Investment Office approvals and Commerce Commission clearance. Infratil anticipates that these conditions will be satisfied

by August, and completion will occur by 31 August 2019.

16

Notes to the Financial Statements
For the year ended 31 March 2019

Directors

Mark Tume (Chairman)

Marko Bogoievski

Alison Gerry

Kirsty Mactaggart

Humphry Rolleston

Peter Springford

Paul Gough

Company Secretary

Nick Lough

Registered Office - New ZealandRegistered Office - Australia

5 Market LaneC/- H.R.L. Morrison & Co Private Markets

PO Box 320 Level 37

WellingtonGovernor Phillip Tower

Telephone: +64 4 473 36631 Farrer Place

Internet address: www.infratil.comSydney

NSW 2000

Telephone: +64 4 473 3663

Manager

Morrison & Co Infrastructure Management

5 Market Lane

PO Box 1395

Wellington

Telephone: +64 4 473 2399

Facsimile: +64 4 473 2388

Internet address: www.hrlmorrison.com

Share Registrar - New ZealandShare Registrar - Australia

Link Market ServicesLink Market Services

Level 11, Deloitte HouseLevel 12

80 Queen Street680 George Street

PO Box 91976Sydney

AucklandNSW 2000

Telephone: +64 9 375 5998Telephone: +61 2 8280 7100

E-mail: enquiries@linkmarketservices.co.nzE-mail: registrars@linkmarketservices.com.au

Internet address: www.linkmarketservices.co.nzInternet address: www.linkmarketservices.com.au

Auditor

KPMG

Maritime Tower

10 Customhouse Quay

PO Box 996

Wellington

Directory

17




© 2019 KPMG, a New Zealand partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative

(“KPMG International”), a Swiss entity.


Independent Auditor’s Report

To the shareholders of Infratil Limited

Report on the financial statements

Opinion

In our opinion, the accompanying financial

statements of Infratil Limited (the company) on

pages 1 to 16:

i. present fairly in all material respects the

company’s financial position as at 31 March 2019

and its financial performance and cash flows for

the year ended on that date; and

ii. comply with New Zealand Equivalents to

International Financial Reporting Standards.

We have audited the accompanying financial

statements which comprise:

— the statement of financial position as at 31

March 2019;

— the statements of comprehensive income,

changes in equity and cash flows for the year

then ended; and

— notes, including a summary of significant

accounting policies and other explanatory

information.


Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the company in accordance with Professional and Ethical Standard 1 (Revised) Code of

Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board and the

International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code),

and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the

financial statements section of our report.

Our firm has also provided other services to the company in relation to other assurance engagements and due

diligence services. These matters have not impaired our independence as auditor of the company. The firm has

no other relationship with, or interest in, the company.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of

the financial statements in the current period. We have determined that there are no key audit matters to

communicate in our report.

Use of this independent auditor’s report

This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been

undertaken so that we might state to the shareholders those matters we are required to state to them in the






2


independent auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept

or assume responsibility to anyone other than the shareholders as a body for our audit work, this independent

auditor’s report, or any of the opinions we have formed.

Responsibilities of the Directors for the financial statements

The Directors, on behalf of the company, are responsible for:

— the preparation and fair presentation of the financial statements in accordance with generally accepted

accounting practice in New Zealand (being New Zealand Equivalents to International Financial Reporting

Standards);

— implementing necessary internal control to enable the preparation of a set of financial statements that is fairly

presented and free from material misstatement, whether due to fraud or error; and

— assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related to

going concern and using the going concern basis of accounting unless they either intend to liquidate or to

cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objective is:

— to obtain reasonable assurance about whether the financial statements as a whole are free from material

misstatement, whether due to fraud or error; and

— to issue an independent auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance

with ISAs NZ will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error. They 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 these financial

statements.

A further description of our responsibilities for the audit of these financial statements is located at the External

Reporting Board (XRB) website at:

http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-2/

This description forms part of our independent auditor’s report.

The engagement partner on the audit resulting in this independent auditor's report is Ross Buckley.

For and on behalf of




KPMG

Wellington

16 May 2019

---

APPENDIX 7 – NZSX Listing Rules
Number of pages including this one

(Please provide any other relevant

NZSX Listing Rule 7.12.2. For rights, NZSX Listing Rules 7.10.9 and 7.10.10. details on additional pages)

For change to allotment, NZSX Listing Rule 7.12.1, a separate advice is required.

Full name

of Issuer

Name of officer authorised to

Authority for event,

make this notice

e.g. Directors' resolution

Contact phone

Contact fax

numbernumber

Date

Nature of event

BonusIf ticked,

Rights Issue

Tick as appropriate

Issue

state whether:Taxable

/ Non TaxableConversionInterestRenouncable

Rights IssueCapitalCallDividend

If ticked, stateFull

non-renouncable

change

X

whether:

InterimYear

X

SpecialDRP Applies

EXISTING securities affected by this

If more than one security is affected by the event, use a separate form.

Description of theISIN

class of securities

If unknown, contact NZX

Details of securities issued pursuant to this eventIf more than one class of security is to be issued, use a separate form for each class.

Description of theISIN

class of securities

If unknown, contact NZX

Number of Securities toMinimum

Ratio, e.g

be issued following eventEntitlement

1 for 2 for

Conversion, Maturity, Call

Treatment of Fractions

Payable or Exercise Date

Tick if

provide an

pari passu

ORexplanation

Strike price per security for any issue in lieu or date

of the

Strike Price available.

ranking

Monies Associated with Event

Dividend payable, Call payable, Exercise price, Conversion price, Redemption price, Application money.

Source of

Amount per security

Payment

(does not include any excluded income)

Excluded income per security

(only applicable to listed PIEs)

Supplementary

Amount per security

Currencydividendin dollars and cents

details -

NZSX Listing Rule 7.12.7

Total monies

TaxationAmount per Security in Dollars and cents to six decimal places

In the case of a taxable bonusResident

Imputation Credits

issue state strike priceWithholding Tax(Give details)

Foreign

FDP Credits

Withholding Tax(Give details)

Timing

(Refer Appendix 8 in the NZSX Listing Rules)

Record Date 5pmApplication Date

For calculation of entitlements -Also, Call Payable, Dividend /

Interest Payable, Exercise Date,

Conversion Date. In the case

of applications this must be the

last business day of the week.

Notice DateAllotment Date

Entitlement letters, call notices,For the issue of new securities.

conversion notices mailedMust be within 5 business days

of application closing date.

OFFICE USE ONLY

Ex Date:

Commence Quoting Rights:Security Code:

Cease Quoting Rights 5pm:

Commence Quoting New Securities:Security Code:

Cease Quoting Old Security 5pm:

Friday, 21 June 2019Thursday, 27 June 2019

NZ Dollars$0.009076

Date Payable

Thursday, 27 June 2019$72,520,598

$$0.022900$0.020000

$

Ordinary sharesNZIFTE 0003S3 / ASX IFT

In dollars and cents

Retained earnings

$0.1100

Enter N/A if not

applicable

Subject to the finalisation of number of shares on

issue on the record date (pending executive

share scheme vesting on 17 June 2019)

EMAIL: announce@nzx.com

Notice of event affecting securities

Infratil Limited

Phillippa HarfordDirectors Resolution

64 4 473366364 4 473238816052019

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Infratil Limited 5 Market Lane, PO Box 320, Wellington, New Zealand Tel +64-4-473 3663 www.infratil.com

Infratil Limited

Results for announcement to the market


Reporting Period 12 months to 31 March 2019

Previous Reporting

Period

12 months to 31 March 2018


Amount (000s) Percentage change

Revenue from ordinary

activities

NZ$1,442,200 16.9%

Profit (loss) from

ordinary activities after

tax attributable to

security holder

(NZ$19,500) (127%)

Net profit (loss)

attributable to security

holders

(NZ$19,500) (127%)


Interim/Final Dividend Amount per security Imputed amount per

security

Final 11.0 cps 2.0 cps


Record Date 21 June 2019

Dividend Payment Date 27 June 2019


Comments: This announcement should be read in conjunction

with the attached Infratil Annual Report 2019, the

financial statements for the year ended 31 March

2019 contained in that Annual Report, Infratil 2019

Full Year Results Presentation, Infratil Limited

Parent Audited Financial Statements 2019 and

media release.



31 March 2019 31 March 2018

Net tangible assets per

security

NZ$ 2.68 NZ$ 3.17


Audit This report is based on financial statements which

have been audited. Infratil’s auditors have issued

an unqualified audit opinion, and a copy of the

audit report is included in the attached Annual

Report.

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25 years of
sucessfully

balancing

growth and

resilience.

What’s next?

25 years of

successfully

balancing

growth and

resilience.

What’s next?

Infratil

Annual Report

2019

Infratil’s first quarter of a
century delivered exceptional

returns for shareholders.

The rewards came from finding

opportunities to invest in infrastructure

businesses experiencing demand

growing faster than the economy as


a whole, where the businesses could

sensibly and productively invest to meet

the needs of their communities, and

where there was financial resilience.

Delivering returns over the long-term

requires survival over the long-term.


For that reason Infratil maintains diverse

exposures; recognising that the future


is uncertain and the pursuit of returns

should always be balanced by the

management of risk.

Diversity also creates options as


the next windfall might come from

a surprising place.

The last ten years have been kind


to investors. The NZX50 returned

14.3% per annum. The ASX200 10.4%

per annum. Infratil 16.7% per annum.

Over the full twenty five years to


31 March 2019 Infratil’s shareholder

returns were a compound 17.5%


per annum, through capital growth

and a reliable growing dividend.

To achieve this, Infratil’s investment

approach has evolved since 1994


to entail:

• Finding infrastructure opportunities

where demand is growing and invest

where there is the prospect of fair

returns that compensate for risks and

endeavour, and sufficient scale to

warrant intensive management.

• Growing capacity and services to

meet customer and community

needs.

• Ensuring funding and investment

diversity so that changes in

circumstances can be withstood


and opportunities taken.

• Building long-term partnerships

with co-investors that have aligned

interests and values.

The infrastructure investment market is

competitive and has changed over the

last decade as ultra-low interest rates

have obliged institutional investors to

shift part of their capital from bonds


into “bond-like” investments. This has

impacted the returns available on


some low-risk infrastructure assets.

As described in this Report, this has

enabled Infratil to create value by

developing and building infrastructure

assets which can be de-risked to

provide investments for institutional

investors.

Kevin O’Connor

Chair

1994–2003


Lloyd Morrison

CEO

1994–2011

David Newman

Chair

2003–2013

Marko Bogoievski

CEO

2011–Present

Mark Tume

Chair

2013– Present

01
Balancing growth

and resilience:

Infratil’s allocation

of its capital

Balancing opportunities and risk means

maintaining a core of robust cash-

generating assets.

They may be proprietary and part of an existing business,

such as Tilt’s wind farms which have income contracted

several years into the future. Or they may be the bulk of


a company’s activities, such as at Trustpower and

Wellington Airport. From that base Infratil is able to invest

in opportunities which offer the prospect of greater

rewards albeit with greater measurable risk.

Growth/Resilience

Core

Core+

Growth

Sectors

Renewable energy

Data

Transport

Social/other

Locations

New Zealand

Australia

USA

2

Investors have ample
opportunities to buy shares in

energy companies, airports,

social and data infrastructure;

why invest through Infratil?

“The two most powerful warriors are

patience and time.” Tolstoy. For most

investors; buying, holding and reaping

the benefits of low transaction costs

and compound returns is a winning

formula. But Infratil can claim additional

advantages. Its extensive research

capability has made the company


good at assessing growth opportunities.

Its track record and scale means that


it gets to see a lot of opportunities and

it can commit considerable capital.


It is recognised as a good partner by

the individuals and communities its

businesses service, and by co-investors.

Infratil’s returns have been driven by

investing in areas of strong demand

growth. While the economy as a whole

is expanding at about 2% per annum

some segments are growing much more

rapidly; air travel, retirement living,

renewable energy, electronic data and

its transmission. Each offers growth and

returns above the average, for the

foreseeable future.

The current investment environment is

dominated by ultra-low interest rates.

This has created an opportunity to

develop infrastructure assets which suit

the needs of institutional investors

seeking bond-like returns. As illustrated

by Infratil’s experience with Australian

student accommodation and US

renewable generation, a development

approach to infrastructure can deliver

significant gains and is another way in

which Infratil can add value for its

shareholders.

Infratil’s value add.

Its reason for existing

Contents

Strategy. Governance.

People. Community 03

FY2019 Financial summary.


Group structure 10

Reports of the Chief Executive


and the Chair 12

25 year anniversary.


10 years in graphs 20

Financial summary for


shareholders & bondholders 24

Infratil’s businesses 32

Financial statements


& statutory information 59

03

Left to Right:
Peter Springford, Director.


Independent. Appointed 2016.

Last elected 2017

I have been the leader of a major

industrial company based in


New Zealand and Australia and of

industrial businesses in Asia, as well as

the chair or director of companies


which operate in New Zealand and in

international markets.

People are important; their safety;


the need to act with integrity in

offshore markets just as we would in

New Zealand; and that top operational

performance and strong customer

relationships are key to long-term

returns for shareholders.

Governance

& Direction

Infratil’s shareholders elect

directors for three year terms


to represent them and to look

after their interests.

Directors:

• Maintain a dialogue with

shareholders.

• Proactively participate in the

formulation and evolution of the

Company’s strategy.

• Monitor strategy implementation,

financial performance, risks and


legal compliance.

• Ensure effective articulation to

external stakeholders of strategy,

goals, risks and performance.

• Maintain awareness of relevant

societal and market developments.

• Offer diversity of perspective and

knowledge relevant to the Company.

Infratil has seven directors of whom


six are independent of management.

They have been on the board for

between two months and 13 years.

Infratil’s directors are responsible for

monitoring the performance of Infratil’s

manager H.R.L. Morrison & Co (“Morrison

& Co”). Morrison & Co is a specialist

manager of infrastructure investments

and performs this role for Infratil under

an investment management agreement.

Infratil benefits from having a

management team with great breadth

and depth of skills, however the board

must be vigilant about potential

conflicts of interest and satisfied that

the cost is reasonable relative to

alternatives.

As recorded in last year’s Annual Report,

from time to time the board

commissions external reviews of the

04

management contract to ensure that

the arrangement is fair to Infratil

shareholders. The board is always open

to dialogue with shareholders about

Infratil’s management and other

matters. However, there can be as many

different opinions as shareholders and

more complex issues need time and

expertise for proper consideration.

We would like to note the roles of the

investment team at the ACC and the


NZ Shareholders Association as

advocates of good governance who

have constructively engaged with the

board and management. Their positive

suggestions have been appreciated

and have resulted in the board making

changes to the way it governs the

Company.

Further commentary on the role of the

board, the credentials of directors and

their remuneration are set out on pages

113–120 of this annual report.

Paul Gough, Director. Independent.

Appointed 2012. Last elected 2018

As a Kiwi who works in London I’m very

aware of how global events impact in

New Zealand and Australia.

In London I manage investments in

similar fields to Infratil’s, but often with

more development risk.

Achieving the best outcome requires


the best from people. The focus on

performance and people is consistent

with what I see at Infratil.

Alison Gerry, Director, Chair of the


Audit & Risk Committee. Independent.

Appointed 2014. Due for re-election


in 2019

My experience in finance and risk

management helps me appreciate

Infratil’s strategic opportunities and

threats; from financial markets,

technology, regulation and the natural

environment.

Executing strategy is in part about

allocating capital and in part about

developing a culture which reflects


the value we place on our own people,

our customers, and our communities.

Mark Tume, Chairman. Independent.

Appointed 2007. Last elected 2018

My obligation is to maintain ties with

Infratil’s diverse range of stakeholders

and to ensure that the board is

delivering on its responsibilities.

My experience in finance and on the

boards of infrastructure companies

(Transpower, Kiwi Rail, NZ Refining) has

given me an appreciation of the sectors

in which Infratil operates and the

operational, regulatory and financial

risks it faces.

05
Marko Bogoievski, Director.


Chief Executive. Appointed 2009.

Last elected 2017

As CEO of Morrison & Co I have the

responsibility of ensuring our team is

focused and active on the Infratil

mandate.

Our job is to identify proprietary

opportunities and to deliver strong

long-term returns for an acceptable

level of risk. Our sectors are attractive

and competitive – we are fortunate to

have significant experience supporting

our investment and asset management

programmes.

Kirsty Mactaggart, Director.

Independent. Appointed in 2019


and due for election in 2019

I have 25 years of financial market

experience across multiple countries

and sectors including those in which

Infratil is invested. My transactional

experience as a banker; and

governance focus as an investor will be

applied to Morrison & Co as manager of

Infratil’s portfolio of assets. My objective

will be to ensure the manager delivers

transparency and performance to all

Infratil stakeholders.

Humphry Rolleston, Director.

Independent. Appointed 2006.


Retiring in 2019

Since my appointment as an Infratil

director I have applied my hands-on

business experience to my

responsibilities. In that time Infratil has

changed quite materially and I hope


I’ve contributed positively to that.

The period included extraordinary

developments in the investment and

financial markets which have produced

risks and opportunities. I congratulate

the board and management for working

together to avoid the former and benefit

from the latter.

Management
Infratil’s management comprises

people employed by Infratil’s

manager, H.R.L. Morrison & Co

(Morrison & Co), and those

employed by Infratil’s subsidiaries

and investee companies.

Morrison & Co is an investment

manager with a specialist focus on

the infrastructure sector. In addition

to managing Infratil it also manages

investments on behalf of superannuation

funds; including the New Zealand

Superannuation Fund and the

Commonwealth Superannuation

Corporation who have both made

investments in partnership with Infratil.

Infratil benefits from its management

having the expertise of a larger and


more expert group of individuals than

a company of Infratil’s scale could

normally hope to retain and from the

manager’s contacts and relationships.

Left to Right:

Marko Bogoievski, Chief Executive.

Director of Infratil. Chair of


Longroad Energy.

Phillippa Harford, Chief Financial

Officer. Director of Perth Energy


and Snapper.

Kevin Baker, Chair of NZ Bus


and director of Canberra Data Centres,

Trustpower and Infratil Infrastructure

Property.

Greg Boorer, CEO Canberra


Data Centres.

Jason Boyes, Chief Operating Officer.


Director of Wellington Airport and

NZ Bus.

Ralph Brayham, Technology. Director


of Snapper.

Tim Brown, Capital markets,


and economic regulation.

Chair of Wellington Airport.

Fiona Cameron, Group Treasurer.

Deion Campbell, CEO Tilt Renewables.

Kellee Clark, Head of Legal.

Compliance, transaction structuring


and execution.

Peter Coman, Property and social

infrastructure. Director of Infratil

Infrastructure Property and

RetireAustralia.

Harry Cominos, Investment strategy.

Roger Crawford, Australian energy

sector activities. Chairman of


Perth Energy.

Steven Fitzgerald, Asset Management.

Mark Flesher, Capital markets and

investor relations.

Paul Gaynor, CEO Longroad Energy.

Bruce Harker, Energy team. Chair of


Tilt Renewables.

Vince Hawksworth, CEO Trustpower.

Andrew Lamb, Development


Director Infratil Infrastructure Property.

Nick Lough, Company Secretary


and Legal. Compliance, transaction

structuring and execution.

Will McIndoe, Energy team.

Mark Mudie, Social infrastructure.

Paul Newfield, Chief Investment


Officer. Strategy, sector analysis and

transaction execution. Director


of Tilt Renewables.

Paul Ridley-Smith, Chair of Trustpower.

Matthew Ross, Infratil Financial

Controller and Risk Manager.

Steve Sanderson, CEO Wellington

Airport.

William Smales, Private Markets

investment activity. Director of

RetireAustralia and Canberra


Data Centres.

Vimal Vallabh, Energy team. Director


of Tilt Renewables and Longroad Energy.

06

07

8
For both the airport and

the airlines, the customers

are the people seeking

to visit and travel from

the Wellington region.

9
A business is not

an end in itself.

A business is not an end in itself.

It represents a coming together

of people and resources with

the intention of delivering

benefits to all stakeholders.

Each of Infratil’s businesses provides

services that are critical to its

community and customers. In addition

to these responsibilities, each business

has obligations to its own people and to

the physical environment.

As an investment holding company

Infratil seeks to establish standards for

its operational businesses and work is

underway to find ways to clearly and

usefully report on these non-financial

activities to Infratil’s shareholders and

other interested parties. Although, as

the New Zealand Government shows

with its intention to report on

government’s impact on the four

capitals (natural, physical/financial,

social and human), early attempts can

be confusing. The recent book

“Factfulness” by Hans Rosling provides


a wake-up call as to how misinformed

most people are about the world

around them, notwithstanding the vast

amount of information now accessible.

For the most part Infratil leaves

marketing and sponsorship to


its operational businesses.

The New Zealand Youth Choir and

the New Zealand Secondary Students

Choir are exceptions to the rule.

Infratil is now in its tenth year as

their principal sponsor.

One way Infratil benefits from links with

the Choirs is from what our people learn

from an organisation with similar values

but with a very different mission and

raison d’etre.

What stands out with the Choirs is


their ambition. All the people involved

strive for excellence as well as to create


music which is a unique expression of

New Zealand.

The Choirs’ membership is the face of


a diverse New Zealand and they touch

and connect communities; culturally,

geographically and socially. The young

members are offered a life changing

experience in exchange for commitment

and discipline. Values that accompany

past singers into their professional and

personal lives; excellence, confidence,

discipline and teamwork serve the

singers well on their journeys to become

opera stars, music teachers, lawyers,

engineers or TV presenters.

New Zealand participation in choirs is

reputedly amongst the highest in the

world. While this reflects the diverse

musical cultures of New Zealanders it

also reflects a core of well-trained

singers, teachers, composers and

directors. A legacy largely created by

the Youth and Secondary Students

Choirs and their artistic staff.

This is a rewarding investment for Infratil;

generating social and cultural benefits

and inspiring our people.

Left: Wellington Airport CEO Steve Sanderson,

Air New Zealand Wellington Airport Manager

Tessa Auelua

The New Zealand Youth Choir

10
FY 2019 FY 2018

Net surplus($19.5m)$71.4m

Underlying EBITDAF

1, 2

$477.5m$482.0m

Net operating cash flow$ 276.9m$295.8m

Capital expenditure$679.0m$325.9m

Net debt

3

$1,180.7m$779.7m

Dividends declared

17.25cps16.75cps

1. Underlying EBITDAF is a non-GAAP measure of financial performance, presented to show management’s view of business performance. Underlying

EBITDAF is the consolidated net earnings before interest, tax, depreciation, amortisation, financial derivative movements, revaluations, and non-

operating gains or losses on the sales of investments of Infratil’s subsidiaries plus Infratil’s share of the underlying after tax profits of its associates

(Canberra Data Centres, Longroad Energy, and ANU student accommodation). For RetireAustralia, Infratil’s Underlying EBITDAF accounts for the

underlying profit as this is a common performance measure used by retirement companies to remove the impact of unrealised fair value movements on

investment properties, impairment of property, plant and equipment, one-off gains and deferred taxation, while adding back realised resale gains and

realised development margins.

2. Excludes Discontinued Operations which are NZ Bus, Snapper, ANU student accommodation, and Perth Energy. Each of which is subject to a sales process.

3. 100% group.

The $90.9 million reduction in net surplus

reflects the $102.6 million management

performance fee accrual. The fee is

reflected in Infratil’s earnings, while the

corresponding performance (for which

the fee is being paid) is captured in


the value of Infratil’s assets (and the

share price).

Infratil’s EBITDAF was reduced by


the performance fee. Retained

businesses increased their contribution

by $102.1 million while businesses held


for disposal increased their contribution

by an aggregate $24.2 million.

Infratil invested $42.7 million more into

Canberra Data Centres, $288.2 million

into Tilt Renewables and $87.2 million

into Longroad Energy and they, along

with Infratil’s other businesses, undertook

a total of $473.4 million of investment

into facilities and services.

Net debt of the 100% group at the end


of the period amounted to 33.6% of

Infratil’s capitalisation, up from 31.0%.

Financial

Highlights

10

The reported results summarised

below were impacted by the one-offs

of Infratil’s performance fee and

disposals. But for those, Infratil would

have delivered an increased parent


surplus and EBITDAF.

The key events of the year were the

$679.0 million of capital invested to


drive future returns, the combined

$132.1 million earnings increase

delivered by Longroad Energy,


Tilt Renewables, Canberra Data

Centres and Wellington Airport,


and the marked increase in the value

of Infratil’s investments which was

reflected in the returns Infratil delivered


for its shareholders.

11
Corporate

Structure

Equity

Shareholders

Debt

BondholdersBoard

Control/GovernanceManagement

H.R.L. Morrison & Co

Cash/DebtBanks

Infratil

Financing

Subsidiaries

Sales Pending

Envision Fund

Longroad Energy

51% Infratil

27% Tauranga Energy

Consumer Trust

Perth Energy

ASIP

Infratil Infrastructure

Property

66% Infratil

34% Wellington

City Council

48% Infratil

48% Commonwealth

Superannuation

Corporation

50% Infratil

50% New Zealand

Superannuation Fund

40% Infratil

40% New Zealand

Superannuation Fund

20% Monogement

65% Infratil

20% Mercury Energy

15% Public

Snapper

11

12
Chief Executive

Report

Infratil has provided its shareholders

with a 20.0% per annum compound

return over the five years to


31 March 2019 (the NZX50 index

returned 13.9% per annum and


the ASX200 7.0% per annum).

I’ve chosen to highlight five years rather than

one (+41.3% per annum) because last year’s

sharemarket recognition reflects work which

has been underway over a longer period.

13
Over the last five years Infratil has

realised $1,795 million from its

divestment from Lumo, Z Energy and

Metlifecare. Over the same period,

Infratil has invested a similar sum and

established interests in RetireAustralia,

Canberra Data Centres, Longroad

Energy and Tilt Renewables.

A range of factors were behind the

changes in the portfolio, but the

overarching theme was to position

Infratil in businesses facing strong and

growing demand where meeting that

demand should present opportunities


to make ongoing investment into

facilities and services. Another factor


is scale and complexity.

We believe that to warrant intensive

management, an investment needs to

have scale potential. Also, having many

smaller holdings creates complexity

which we have found impedes value

recognition by the market. We prefer

that Infratil doesn’t put its eggs in too

few baskets, for reasons of diversity and

optionality, but it is apparent that too

much complexity results in shareholders

being penalised with a discount in the

share price.

Infratil’s divestments and investments

are also influenced by the financial

market in which we now operate.


The defining feature of which is

extraordinarily low interest rates. The


2% per annum yield on the government

debt of New Zealand, Australia and

Singapore is a generous offering to

savers relative to the negative rates

provided by Japanese, German or


Swiss bonds. This has caused long-term

saving institutions to seek out “bond-

like” investments. Buying a low risk

income stream in the form of student

accommodation fees or contracted

wind farm revenue to earn 6-8%


per annum is perceived to be better

than government bonds that yield


2% per annum.

In the last year we sold some lower risk

assets to investors seeking bond-like

returns; utility scale solar and wind

electricity generation in Texas and the

right to the income from student

accommodation in Canberra. Going

forward at least a part of how we

expect to generate returns seems likely

to involve building assets which can be

de-risked to either generate value


gains internally or via transactions

with long-term savings institutions.

How long will this situation pertain?


As others have noted, five years ago

few forecast where we are now, and

nothing about today makes forecasts

more likely to be more accurate. But

while the market may change, we are

confident about the benefits of

combining operational expertise and

financial capability and discipline as


this is part of Infratil’s DNA.

Risk, Uncertainty

& Paying The Bills

Infratil’s record of achievement for its

shareholders over the last twenty five

years has been based on defining


and sticking to a business plan, good

delivery, and taking opportunities.


It has also been based on resilience

and financial flexibility.

We characterise Infratil’s assets as

Core, Core-plus, and Growth. Roughly

three quarters of the assets are Core


or Core+. They provide a solid reliable

income stream which enables Infratil


to meet its financial obligations and to

provide its shareholders with a healthy

and rising dividend.

From time to time we are asked


whether we would consider selling core

assets such as our stakes in Trustpower


or Tilt’s contracted wind farms but even

if we were to receive excellent value,

such sales would change the risk


profile of Infratil and make it harder

to pursue growth investments and

their higher returns.

That doesn’t mean that we only hold

Trustpower or Tilt’s wind farms for the

income they provide. Our aim is to

generate value growth for Infratil’s

shareholders and over the long-term

60-65% of returns have come from share

price appreciation, so while the dividend

is important we are looking for our


core cash-generative assets to also

have a GDP+ profile to their outlook.

FY2019 Milestones

The last financial year was broadly

consistent with our expectations,


but there were positive surprises.

Canberra Data Centres telescoped

several years of growth and acquired


a major footprint in Sydney. CDC has

shifted up many gears and is benefitting

from extraordinary growth in cloud,

technology, and outsourcing trends.

Longroad Energy was active in

developing utility scale wind and solar

power generation in the United States.

Two assets were sold during the year

and significant gains were made with

the development pipeline and the

services business. As at 31 March 2019

Infratil’s net investment in Longroad

amounted to less than $2.7 million and


the independent value of Infratil’s

shareholding was $122.7 million.

Tilt Renewables de-risked a sufficient

part of the electricity price


risk of the 336MW Victorian Dundonnell

wind farm to enable construction to

start on this A$560 million project.


When Dundonnell is operational it will

lift Tilt’s total capacity by 67% to 972MW.

Tilt’s development pipeline of over

3,000MW is why Infratil launched a

take-over for the company which

resulted in Infratil’s shareholding rising

from 51% to 65%.

Divestments were another area of

activity as Infratil contracted to sell


its interests in ANU student

accommodation, NZ Bus, and Snapper,

and is advanced in price discovery at

Perth Energy and with some of the

Australian social infrastructure assets.


As much as $400 million will be received

in FY2020 if these transactions progress.

Trustpower delivered strongly for Infratil

returning 29% for its shareholders over

the year and providing Infratil with cash

income of $94.3 million. Wellington

Airport had a solid year proving Infratil

with cash income of $40.5 million as it

completed its $300 million five year

capital investment programme.

RetireAustralia is nearing the end of the

growth-pause which resulted from the

decision to prioritise the provision of

integrated care facilities for its residents.

Financial

Over FY2019 $679.0 million was invested

and continuing activities generated

consolidated EBITDAF of $477.5 million.

With these earnings we are seeing


an increasing contribution from the

Growth businesses.

EBITDAF

ContributionFY2019FY2018

CDC, Longroad,


Tilt, RetireAustralia

$284.0m$167.0m

Proportion of

Infratil’s

consolidated

earnings

1

42%29%

1. Before management costs.

The parent company net outcome was

a loss of $19.5 million. The $90.9 million

turnaround from FY2018’s $71.4 million

surplus was due to a $102.6 million

14
Chief Executive Report

management performance fee. The fee

is recorded against income while the

corresponding investment value gains

are reflected in the value of assets.


The net impact was a significant rise in

the value of Infratil’s assets which was

reflected in the share price.

Along with good outcomes with its

businesses, Infratil also had a good

period with its capital management.

$111.4 million of 6.85% per annum bonds

matured in November 2018 and Infratil

issued 4.75% per annum 2025 bonds


and 4.85% per annum 2028 bonds,

raising $100.0 million and $146.3 million

respectively. Investor support for the

bond offers is appreciated and

indicative of the regard in which Infratil

is held in the debt capital markets.

Shareholders

Over the year to 31 March 2019 the

Infratil share price rose from $3.10 to

$4.17 and dividends of 17cps cash and

5.68cps imputation credits were paid.

The final dividend for FY2019 of 11.0cps

will be paid on 27 June 2019. It will carry

2.0cps imputation credits.

Infratil’s goal is to deliver total returns


to its shareholders by investing in

businesses which grow in value and

provide good cash earnings as they

mature. Over the last decade the

second part of this objective has been

realised resulting in a steady lift to the

dividend.

However, the increasing share of


Infratil’s earnings coming from outside

of New Zealand has constrained the

availability of imputation credits.

Following consultation with shareholders

we decided that Infratil should continue

to pay a dividend which reflects free

cash flow, even if not imputed to 28%.

This situation is expected to be

alleviated by Infratil undertaking further

investment in New Zealand.

Infratil’s forecasts indicate

that the cash dividends for

FY2020 are likely to be

consistent with those paid in

respect of FY2019 and that

imputation credits are likely

to be in the range of 3-4cps.

Actual dividends will continue to reflect

Infratil’s cash earnings and financial

position as well as the preferences of

shareholders.

Management Costs

Infratil’s management is provided on

a contractual basis by Morrison & Co.

For providing management and

administration services Infratil


makes three types of payments to

Morrison & Co. Two reflect terms in the

contract while the third is for services

which the board decides to source


from Morrison & Co because it has

determined they will provide better

value or efficiency relative to using


a third party.

The two contracted payment

obligations are a base fee and a

performance fee. The base fee is

approximately 0.8% of the market value

of Infratil’s equity and wholly-owned

group net debt. For the year this was

$24.9 million. The performance fee is

offered on Infratil’s non-New Zealand

assets if they provide a return that is in

excess of an agreed benchmark. For the

period this was $102.6 million. The

performance fee is explained in the

Board Chair Report.

Markets, Regulation, Change

Over the year Infratil actively

participated in several policy debates:

• The most material as regards


to eventual impact relates to

New Zealand’s CO

2

emissions.

Given the widespread support for

reducing CO

2

emissions it may be

perplexing that policies are so slow


to appear. This reflects the need for

the policies to be effective, efficient

and durable. For example, closing

New Zealand’s aluminium smelter

would reduce New Zealand’s CO

2


emissions significantly. But it would

increase global emissions (the


New Zealand smelter uses hydro

electricity, elsewhere most use energy

from coal or gas) and impose huge

economic and social costs on


New Zealand which could cause

policy U-turns.

Infratil supports a gradual increase


in emission costs augmented by

government assistance with the


take up of electric vehicles and

electrification of industry, and the

provision of better public transport

(so people have choice) and social

welfare for vulnerable people who

cannot avoid the higher costs.

• Government initiatives to improve

urban water, transport and housing

infrastructure are recognition that

many regions in New Zealand have

fallen well behind acceptable

standards.

The shortcomings reflect complex

and difficult to remedy problems and

unfortunately the policy focus is often

on government imposed solutions as

opposed to market remedies. It is

ironic that New Zealand has only two

15
privately controlled international

airports and a massive regulatory

apparatus to ensure they are safe,

efficient and fair in their pricing. But

sans any private water businesses

there is much lighter regulation on

that sector.

• We submitted in opposition to

changes to the Commerce Act


that granted more power to the

Commerce Commission. Whether


the Commission makes good use

of the powers was not the issue,

it was whether Parliament should

delegate yet more power to

unelected officials who have only


a tenuous accountability to

elected representatives.

• We applauded the aspirations

behind the Provincial Growth Fund

(PGF.) It makes good sense for

government to seek to generate

economic stimulation in regions which

are struggling. In our view it has the

potential to be more beneficial than

investing the enormous sums required

by Auckland commuter rail to

accommodate that city’s population

growth. But whether the folksy

approach to distributing PGF funds

results in the desired outcomes

remains to be seen. It is to be hoped

that transparency and accountability

are enforced.

• Infratil has also submitted on the

Reserve Bank’s plan to increase the

proportion of trading bank funding

provided by their shareholders as

equity. As noted in our submission,


the trading banks are extremely

important and our concern is that


the Reserve Bank’s steps to improve

their resilience could impose

significant costs on everyone else.

Infratil Guidance

FY2020 including

Vodafone NZ

FY2020 excluding

Vodafone NZFY2019

Underlying EBITDAF$635m-$675m$510m-$540m$477.5m

Net interest$165m-$175m$150m-160m$148.5m

Capital expenditure$1,730m-$1,830m$700m-$800m$679.0m

These are of course not the only law


and policy areas where Infratil and

its subsidiaries are active, but it is

a reminder of the many regulatory

currents running below the surface

which can have profound consequences

over time.

FY2020

As recorded in this report, we expect

to see a number of divestments occur

in FY2020, and as summarised on pages

32 and 33 we are also anticipating


a major investment with the purchase

of almost half of Vodafone New Zealand

(Vodafone NZ). We believe this

investment is a good fit with Infratil’s

strategy and shareholder return goals.


It is a sector where we have expertise,

there is robust demand growth, and

there are potential benefits from

localising ownership and direction.

The Vodafone NZ investment is

scheduled to occur in August, and


is subject to regulatory approval of

the Overseas Investment Office and

the Commerce Commission, but we

have assumed that it, and the

divestments progress, and have

accounted for this in the following

guidance for the FY2020 year.


We have also shown the guidance

if the Vodafone NZ transaction does

not occur.

We anticipate that over the medium

term the Vodafone NZ transaction will

support our goal of lifting shareholder

returns and improve the availability of

imputation credits. We do not expect

any impact on the per-share FY2020

dividends.

Prospects

While I have noted how difficult it is

today to be confident about forecasts,

Infratil’s prospects of being able to

continue to deliver in both the near


and long-term are positive.

Infratil’s capital is

positioned to benefit from

decarbonisation, and the

growth of retirement living,

data and air travel.

Each of these sectors has a long way

yet to run and is benefitting from strong

demand and societal support from

individuals and governments.

This does not mean a certain translation

into economic gains for Infratil, but with

strong support from the capital markets,

excellent people, and the respect of

capable partners, we are as well placed

as we have ever been to maintain our

long-term track record.

Marko Bogoievski


Chief Executive

16
Report of the

Board Chair

Directors are appointed

by shareholders to represent

their interests.

That means maintaining a dialogue with

shareholders to understand what those

interests are and then ensuring that

those interests are recognised in the

way the Company is managed and the

information it provides. The role includes

making sure that management are

undertaking their tasks effectively and

at fair cost.

While directors’ responsibilities overlap

with those of management they are

distinct and the Annual Report provides

separate Chief Executive and Chair

reports.

17
Measuring management

Following requests from shareholders

the board decided to publish a return

target which reflects Infratil’s existing

businesses and the expected return


the Company should provide for

shareholders after taking into account

Infratil’s use and cost of debt and

administration and management costs.

This gave us a target of

11%-15% per annum over


the period to September

2028 (ten years).

The ten year period was chosen

because it aligns with Infratil’s planning

horizons, approximates how long most

shareholders hold their Infratil shares,

and because over that period financial

market fluctuations should have less

impact.

As a reference, over the last decade

Infratil’s total shareholder return was


a compound 16.7% per annum.

We undertook this exercise in

September 2018 at which point the

return target was built up as depicted


in the table copied at the bottom of

the page.

It is intended that this provides

shareholders with better understanding

of Infratil’s risk appetite and return

expectations, and that it assists

shareholders in holding the board

accountable for financial performance.

Reporting on the target,

performance relative to the

target, and on management

Nothing has happened

since September 2018 to

cause the board to consider

that the ten year shareholder

return target doesn’t remain

credible.

In the short period since we set the

target (six months), Infratil’s businesses

have provided positive surprises, most

notably from Canberra Data Centres

and Longroad. All the other business

and investment activities roughly fell

within expectations.

Shareholder returns were above the

long-term target range, but six months

is a very short period over which to

judge performance.

Over time we intend to provide


a brief commentary on:

• The long-term return target.

• Performance relative to the


return target.

• The board’s assessment of

management’s contribution relative

to the benchmark target.

We remain open to shareholder views

around any of this. Our goal is to

improve the accountability of Infratil’s

governance and management and the

Company’s transparency.

Management remuneration

(NB. Details are set out on page 121 of

this Annual Report.)

Infratil’s management remuneration

comprises base and performance

components.

The base is calculated as approximately

0.8% of the market value of Infratil’s

equity and the value of the net debt of

Infratil and its wholly owned subsidiaries.

Last year this amounted to $24.9 million

indicating that the average value of

equity and debt was approximately


$3.1 billion. The comparable figures for

FY2018 were $22.1 million and $2.7 billion

respectively. This remuneration formula

was agreed between Infratil and its

Manager in 1994.

In 2002 Infratil made changes to its

management contract which expanded

management’s remit to include

international assets and introduced


the potential for performance payments

on those assets. Management can

receive performance pay if returns on

certain offshore investments are above

12% per annum.

Including FY2019, Infratil has made four

such payments over the seventeen

years the arrangement has existed;

indicating the challenge of beating


a 12% per annum benchmark. Prior to

FY2019, $64.1 million was paid to reflect

value created by Infratil’s Australian

energy investments (Lumo, Infratil Energy

Australia, Perth Energy) with $0.3 million

related to a venture investment.

This year’s performance fee of


$102.6 million applies to four

investments, one of which is being sold.

The table on page 18 shows Infratil’s net

investment amounts, the 31 March 2019

values, the rate of return, and the

performance fee components. The fee

reflects performance over the period

since those investments were made


in FY2017.

Subsequent sections of the Annual

Report provide details of the valuations

relevant to the incentive fee.

The board continues to monitor and

review the effectiveness and fairness


of management’s remuneration terms.

As noted in last year’s annual report,


that year the independent directors

commissioned an external review of


the Management Agreement which

considered all fees, including the

performance fee arrangements.


The review concluded that the fee

structure, taken as a whole, is fair to

Infratil shareholders.

We appreciate hearing the views of

shareholders and make every effort


to respond. Given the complexity of

management contracts such as Infratil’s,

we have particularly appreciated the

thoughtful and considered input from

the ACC investment team and the


New Zealand Shareholders Association.

Infratil PortfolioExpected ReturnsLeverage AssumptionManagement Cost

Return to

Shareholders

Core


Lower risk

+

8–10%


Per annum

+

Average debt

funding of 30%


at 6% per annum

interest rate

-

1% of assets


Per annum

=

11%-15%


Per annum

Core Plus

10–15%


Per annum

Growth


Higher risk

15–25%


Per annum

18
Board & governance

evolution and change

Recent years has seen increasing

shareholder interest in business ethics,

values and quality of governance; the

directors’ credentials, responsibilities,

and appointment process.

Since inception Infratil has benefitted

from a stable and high calibre cadre of

directors. This year we are experiencing

one retirement and two appointments.

Humphry Rolleston is retiring after


13 years of service and will be missed.

Humphry brought great hands-on

managerial and investment experience

to his directorship, he constantly

challenged management in a way that

was strenuous but cordial, and he has

worked very hard for the Company over

the time he has been on the board.


We thank him and wish him well.

Infratil has appointed Kirsty Mactaggart

to its board and has announced that

Catherine Savage will also be joining

later in the year. We are very fortunate

as they both bring a passion for the

Company and a wealth of investment

management experience.

A quarter of a century

& FY2020

As illustrated on pages 20-21 of this

Report, over the last 25 years Infratil


has performed for its shareholders by

owning companies which have delivered

for their customers, communities and

shareholders.

I believe Infratil is well positioned to

maintain this record, and we now

expect Vodafone NZ to be an exciting

part of that. Telecommunications is

critical infrastructure and our experience

with the 2010 acquisition of Shell’s


Report of the Board Chair

$ Millions

Net


InvestmentValuationReturn

3

Fee

Canberra


Data Centres$455.1$889.230.7% p.a.$65.3

Longroad Energy $2.6

1

$122.763.7% p.a.$21.2

Tilt Renewables$608.7

2

$713.42.5% p.a.$2.5

ANU Student

Accommodation$93.9$174.829.9% p.a.$13.6

1. The net of what Infratil has advanced to Longroad and received back from Longroad.

2. Tilt was demerged from Trustpower in October 2016 and at that time the market value of Infratil’s

then 51% stake was assessed to be $326.8 million. A further $281.9 million has subsequently been

invested by Infratil.

3. Internal rate of return after initial incentive fees.

Performance fee apportionment

New Zealand fuel distribution activities

(now Z Energy) has shown how local

ownership can deliver significant

enhancements.

The Board welcomes contact from

shareholders. This doesn’t always


mean we will agree, but the more

views we hear, the more balanced

our understanding

Mark Tume

Chair

19

20
The Last Twenty Five Years

1994–2019

1994199519961997199819992000200120022003200420052006

20

TRUSTPOWER

PORT OF TAURANGA

WELLINGTON AIRPORT

GLASGOW PRESTWICK AIRPORT

NZ BUS

ENERGY DEVELOPMENTS

LUMO ENERGY

In March 1994 Infratil was

listed on the New Zealand

Stock Exchange having raised

$25 million to invest in the

shares of the energy and

transport businesses then being

sold by local government.

Infratil’s first investment was a 14% stake

in the then vertically integrated

(generation-distribution-retailing)

Trustpower (it had previously been

owned by an electric power board).

The also newly listed Trustpower sought

a long-term shareholder with expertise

and capital. Gradually over time as

others sold their shares Infratil increased

its holding to 51%. Along the way Infratil

made major contributions to

Trustpower’s evolution and critical

strategic decisions. In particular, the

sale from distribution (the lines activities)

and use of the proceeds to buy more

generation; and the expansion into


wind farm development in Australia,

which was later separated out into


Tilt Renewables.

Infratil’s relationship with Trustpower


is illustrative of Infratil’s approach.

Initially Infratil was invited onto the

register by the Company to provide

expansion capital, expertise, and to

balance community shareholders.

Gradually other shareholders sold


and Infratil increased its stake and

influence. It has been a very successful


long-term, patient, investment for

Infratil and one which has added

great value to Trustpower.

Along with the patient, influential

investment approach illustrated by

Trustpower, Infratil’s other hallmark


is a relentless prioritisation of

shareholder value.

The graph of the 25 year

accumulation index shows

that $1,000 invested in the

original float would have

accumulated to $55,795 by


31 March 2019. By way of

comparison over the same

period the NZX50 would have

generated a $6,326 nest egg.

Even Berkshire Hathaway only grew

US$1,000 to US$18,705 over the


25 years to 31 December 2018 (and the

US$ depreciated against the NZ$ over

that period).

The graph also shows Infratil’s main

investments over the 25 years, which

indicates an average of about one

major new transaction every couple of

years. Returns have been generated by

selecting good businesses which absorb

capital to deliver compound growth and

returns. Wellington Airport is the ideal

case study of the model. In 1998 Infratil’s

66% shareholding was valued at


$96 million, EBITDAF was $14 million and

3.5 million passengers used the Airport.

Over the subsequent twenty years


$648 million has been invested by

the Airport in its facilities, passenger

numbers have risen to 6.4 million per


year and earnings to $101 million.

21
2007200820092010201120122013201420152016201720182019

21

TRUSTPOWER

WELLINGTON AIRPORT

GLASGOW PRESTWICK AIRPORT

NZ BUS

ENERGY DEVELOPMENTS

AUCKLAND AIRPORT

SNAPPER

LUMO ENERGY

Z ENERGY

METLIFECARE

RETIRE AUSTRALIA

ANU STUDENT

ACCOMMODATION

TILT RENEWABLES

CANBERRA DATA

CENTRES

LONGROAD ENERGY

22
Financial Trends

Infratil Assets

The goal of asset allocation is to achieve a

balance between core and growth assets; ones

that provide robust income and those that


will generate value growth. This objective is

reflected in the evolving portfolio of businesses.

However, “core” can mean both Wellington

Airport and a fully contracted CDC data centre

or a Tilt wind farm. And of the $4,397 million

invested over the decade, $2,057 million was

undertaken by Trustpower, Tilt, Wellington


Airport and NZ Bus, reflecting that even the

core businesses undertake growth investment.

A further $1,092 million was internally invested by

other businesses and $1,248 million was allocated

to acquisitions. Funding for the investment was

largely provided by divestments and operating

cash flows.

Capital Investment

Infratil’s total capital investment over

the decade amounted to $4,397 million

(divestments were $2,147 million).

Infrastructure is intrinsically capital intensive.


It is only by deploying capital that it is possible

to generate compound growth.

The five graphs show the evolution of Infratil’s

assets, capital investment, funding, earnings

and cashflow/dividends over the last decade;

with a brief explanation of what happened


and why.

Infratil's Assets

0

10

20

30

40

50

60

70

80

90

100

%

Infratil's Capital Structure

0

5

10

15

0

100

200

300

400

500

600

700

2018

2018

Dividend, cents per share$Millions

$Millions

EBITDAF, Free Cash Flows, Dividends

Sources of Consolidated EBITDAF

0


Wellington Airport


Other


NZ Bus


Tilt Renewables


Trustpower

2018

$Millions


Data


Other


Social


Transport


Energy

2019 2010 2011 2012 2013 2014 201720162015

100

200

300

400

500

600

2018


Perpetual bonds


Equity (market value)


Net bank debt and dated bonds


Operating cash flow


Interest, tax, working capital


Dividend (rhs)

2019 2010 2011 2012 2013 2014 20172016 2015

2019 2010 2011 2012 2013 2014 2017 2016 2015

200

400

600

0

800

2019 2010 2011 2012 2013 2014 2017 2016 2015

0

500

1,000

1,500

2,000

2,500

3,500

3,000

2018

$Millions


Sold


Retire Australia


NZ Bus


Wellington Airport


Trustpower


Longroad Energy


Tilt Renewables


Other

2019 2010 2011 2012 2013 2014 20172016 2015


CDC

Infratil's Assets

0

10

20

30

40

50

60

70

80

90

100

%

Infratil's Capital Structure

0

5

10

15

0

100

200

300

400

500

600

700

2018

2018

Dividend, cents per share$Millions

$Millions

EBITDAF, Free Cash Flows, Dividends

Sources of Consolidated EBITDAF

0


Wellington Airport


Other


NZ Bus


Tilt Renewables


Trustpower

2018

$Millions


Data


Other


Social


Transport


Energy

2019 2010 2011 2012 2013 2014 201720162015

100

200

300

400

500

600

2018


Perpetual bonds


Equity (market value)


Net bank debt and dated bonds


Operating cash flow


Interest, tax, working capital


Dividend (rhs)

2019 2010 2011 2012 2013 2014 20172016 2015

2019 2010 2011 2012 2013 2014 2017 2016 2015

200

400

600

0

800

2019 2010 2011 2012 2013 2014 2017 2016 2015

0

500

1,000

1,500

2,000

2,500

3,500

3,000

2018

$Millions


Sold


Retire Australia


NZ Bus


Wellington Airport


Trustpower


Longroad Energy


Tilt Renewables


Other

2019 2010 2011 2012 2013 2014 20172016 2015


CDC

* on page 24 the valuations used in the graph are explained.

23
Underlying EBITDAF (for 2018

and 2019 the graphed amounts

are before disposals)

Over the decade the combined earnings

of the core businesses Trustpower/Tilt

Renewables/Wellington Airport have risen


37% and the contribution of the rest rose

455% (excluding management costs).

The level of earnings of recent years reflects

recycling capital (selling from mature higher

earnings companies and reinvesting into

businesses at an earlier stage of their

commercial lives) and because Infratil only

accounts for its share of the after tax profits


of RetireAustralia, CDC and Longroad Energy

as these investments not consolidated.

Operating Cash Flows & Dividends

Robust cash earnings have supported

the increase in the dividend to Infratil’s

shareholders.

Operating cash flows comprise EBITDAF


less payments of interest and tax adjustments

for changes in working capital (which can

be up or down).


Infratil Funding

Changes to Infratil’s capital structure (the

relative use of debt and equity funding) has

occurred as businesses have been sold and

funds have been only gradually redeployed.

The use of debt is bounded by Infratil’s policy


of maintaining credit metrics that are broadly

consistent with an Investment Grade credit

rating (Infratil is not credit rated) and with

maintaining availability of funds for investment

opportunities.

Infratil's Assets

0

10

20

30

40

50

60

70

80

90

100

%

Infratil's Capital Structure

0

5

10

15

0

100

200

300

400

500

600

700

2018

2018

Dividend, cents per share$Millions

$Millions

EBITDAF, Free Cash Flows, Dividends

Sources of Consolidated EBITDAF

0


Wellington Airport


Other


NZ Bus


Tilt Renewables


Trustpower

2018

$Millions


Data


Other


Social


Transport


Energy

2019 2010 2011 2012 2013 2014 201720162015

100

200

300

400

500

600

2018


Perpetual bonds


Equity (market value)


Net bank debt and dated bonds


Operating cash flow


Interest, tax, working capital


Dividend (rhs)

2019 2010 2011 2012 2013 2014 20172016 2015

2019 2010 2011 2012 2013 2014 2017 2016 2015

200

400

600

0

800

2019 2010 2011 2012 2013 2014 2017 2016 2015

0

500

1,000

1,500

2,000

2,500

3,500

3,000

2018

$Millions


Sold


Retire Australia


NZ Bus


Wellington Airport


Trustpower


Longroad Energy


Tilt Renewables


Other

2019 2010 2011 2012 2013 2014 20172016 2015


CDC

Infratil's Assets

0

10

20

30

40

50

60

70

80

90

100

%

Infratil's Capital Structure

0

5

10

15

0

100

200

300

400

500

600

700

2018

2018

Dividend, cents per share$Millions

$Millions

EBITDAF, Free Cash Flows, Dividends

Sources of Consolidated EBITDAF

0


Wellington Airport


Other


NZ Bus


Tilt Renewables


Trustpower

2018

$Millions


Data


Other


Social


Transport


Energy

2019 2010 2011 2012 2013 2014 201720162015

100

200

300

400

500

600

2018


Perpetual bonds


Equity (market value)


Net bank debt and dated bonds


Operating cash flow


Interest, tax, working capital


Dividend (rhs)

2019 2010 2011 2012 2013 2014 20172016 2015

2019 2010 2011 2012 2013 2014 2017 2016 2015

200

400

600

0

800

2019 2010 2011 2012 2013 2014 2017 2016 2015

0

500

1,000

1,500

2,000

2,500

3,500

3,000

2018

$Millions


Sold


Retire Australia


NZ Bus


Wellington Airport


Trustpower


Longroad Energy


Tilt Renewables


Other

2019 2010 2011 2012 2013 2014 20172016 2015


CDC

Infratil's Assets

0

10

20

30

40

50

60

70

80

90

100

%

Infratil's Capital Structure

0

5

10

15

0

100

200

300

400

500

600

700

2018

2018

Dividend, cents per share$Millions

$Millions

EBITDAF, Free Cash Flows, Dividends

Sources of Consolidated EBITDAF

0


Wellington Airport


Other


NZ Bus


Tilt Renewables


Trustpower

2018

$Millions


Data


Other


Social


Transport


Energy

2019 2010 2011 2012 2013 2014 201720162015

100

200

300

400

500

600

2018


Perpetual bonds


Equity (market value)


Net bank debt and dated bonds


Operating cash flow


Interest, tax, working capital


Dividend (rhs)

2019 2010 2011 2012 2013 2014 20172016 2015

2019 2010 2011 2012 2013 2014 2017 2016 2015

200

400

600

0

800

2019 2010 2011 2012 2013 2014 2017 2016 2015

0

500

1,000

1,500

2,000

2,500

3,500

3,000

2018

$Millions


Sold


Retire Australia


NZ Bus


Wellington Airport


Trustpower


Longroad Energy


Tilt Renewables


Other

2019 2010 2011 2012 2013 2014 20172016 2015


CDC

24
Infratil’s Financial

Performance & Position

Infratil Assets

The Trustpower and Tilt Renewables

values reflect the price of their shares

on the NZX on the relevant dates.

The other values show Infratil’s share of

the relevant company’s net book value

with changes arising from movements in

shareholders’ funds resulting from

retaining earnings, losses or revaluations,

and with those domiciled offshore the

effect of changes in the value of the

New Zealand dollar.

If Infratil increases or reduces its

investment that will also show up in

changes. Over the last year Infratil paid

$109.3 million to lift its holding in Tilt


from 51% to 65% and then $178.9 million

to subscribe for additional Tilt shares.


A further $42.7 million was also invested

in CDC.

Infratil Funding

As at 31 March 2019 Infratil and

100% subsidiaries had $502.4 million

of committed bank funding facilities

of which $403.0 million was undrawn

($311.1 million and $269.0 million the


prior year).

Infratil guaranteed borrowing


facilities of Perth Energy which as

at 31 March 2019 amounted to

$67.6 million and were drawn to

$36.8 million. ($76.5 million and

$42.4 million respectively the prior year).

Infratil guaranteed letters of credit

issued by Longroad Energy which


as at 31 March 2019 amounted to

$85.0 million. ($67.3 million the prior year.)

$Millions31 March 201931 March 2018

Trustpower$1,055.9$893.0

Tilt Renewables$720.9$285.9

Perth Energy$89.3$68.7

Longroad Energy$10.8$10.1

Wellington Airport$481.5$471.9

NZ Bus$166.7$167.1

Canberra Data Centres$555.3$453.2

RetireAustralia$290.4$319.0

ANU Student Accommodation$108.2$96.1

Parent/other$105.8$90.0

$3,584.7$2,861.0

$Millions31 March 201931 March 2018

Net debt/(cash) of 100% subsidiaries $44.3($221.8)

Dated Infrastructure Bonds$904.5$ 7 6 9. 6

Perpetual Infrastructure Bonds$231.9$231.9

Market value Infratil equity$2,332.2$1,733.8

Total capital$3,512.9$2,513.5

Net dated debt/total capital27.0%21.8%

Net debt/total capital33.6%31.0%

For 31 March 2019, exchange rates of NZ$/A$ 0.9574 and NZ$/US$ 0.6785 were used (0.9409 and

0.7203 for 2018). Values exclude 100% subsidiaries’ cash balances and deferred tax where CGT does

not apply

$Millions31 March 2019
Trustpower$1,055.9$6.61 share price

Tilt Renewables$718.4$2.35 share price net of the


performance fee

Perth Energy$89.3Book

Longroad Energy$101.5Independent valuation reflecting

Infratil’s share of operational assets

($36.7m) and development initiatives

($86.0m), net of the performance fee

Wellington Airport$750.0The book value of WIA translates into

12x EBITDAF earnings. A more plausible

but still conservative multiple is 16x

(Auckland’s share price usually reflects

about 20x)

NZ Bus$166.7Book which is consistent with a

conservative estimate of potential


net sale proceeds

Canberra Data Centres


(mid point valuation)

$826.2Independent valuation reflecting


CDC’s actual cost of debt, 12% per

annum cost of equity and contracted

and highly probable developments.


It translates into 16-18x a forecast of

next year’s CDC EBITDAF run rate, net


of the performance fee

RetireAustralia$290.4Book

ANU Student

Accommodation

$161.2This value is the net sale receipt


after deducting performance fees

Parent/other$105.8Book

$4,265.4

Infratil Assets (Fair Value)

The asset value figures in the table

on the facing page were derived in a

way consistent with the approach of

prior years.

This means that a reader can observe

the evolution of Infratil’s changing

portfolio and its component value

without having to adjust for any change

in valuation approach or assumptions.

The figures were used in the asset graph

shown on page 22 which shows how

Infratil’s asset mix has changed over


the last decade.

However, the values are not necessarily

reflective of the fair value of each

investment. For instance, the $6.61 price

at which 30,000 Trustpower shares

changed hands on the last business


day of March gives a value for Infratil’s

shareholding that was $71.9 million less

than that implied by the closing

Trustpower share price a week later


(it had risen to $7.06). Market values for

a small shareholding are likely to provide

only an indication of what a large

controlling stake in the same company


is worth.

More materially, Infratil had its

interest in Canberra Data Centres,

Longroad Energy and Tilt Renewables

independently valued, while its stakes


in NZ Bus and ANU student

accommodation are subject to sale

agreements. The following table gives

values derived from those processes.

The aggregate $4,265.4 million value


for Infratil’s assets translates into

$5.52 per Infratil share after deducting

the value of Infratil’s net debt (as shown

on the facing page).

25

That is $1.23 per share more than the

comparable “conventional” value.

As will be apparent, a range of different

approaches were taken to determine

the values.

The CDC value reflects forecast

earnings and debt cost, a target rate of

return on the shareholders’ equity, the

actual NZ$/A$ exchange rate, and the

costs Infratil would be expected to incur

were it to sell its interest, including tax. It

is the valuer’s estimate of the net


sum Infratil would anticipate receiving

were it to sell its interest in CDC,

notwithstanding that Infratil has

absolutely no interest in selling.

Wellington Airport on the other hand


is shown at a value which is a simple

multiple of earnings which reflects how

Auckland and Sydney airports’ listed

values are usually expressed by analysts.

26
Consolidated Results

The revenue increase was largely

contributed by Trustpower and


Tilt Renewables, while higher costs

reflected Trustpower’s high cost of

purchased electricity and Infratil’s

management performance fee.

Increased depreciation and

amortisation reflects the higher asset

base. Most of the tax increase relates


to US tax payable in relation to Infratil’s

investment in Longroad. Revaluations


in FY2018 were due to changes in the

treatment of Tilt’s electricity sales

agreements.

Discontinued operations were NZ Bus,

Perth Energy, ANU and Snapper.


In FY2018 they also included Green

State Power.

For FY2019 the average NZ$/A$ exchange rate was 0.9334 and the NZ$/US$ was 0.6810

(0.9238 and 0.7149 in FY2018).

1. Revaluations does not include the RetireAustralia normalisation adjustment of $33.1 million


and $22.8 million the previous year.

Year Ended 31 March ($Millions)20192018

Trustpower$222.2$243.1

Tilt Renewables$144.4$112.3

Longroad Energy$46.5($19.7)

Wellington Airport$101.4$95.4

Canberra Data Centres$83.9$56.1

RetireAustralia$9.2$18.3

Parent/Other($130.1)($23.5)

Continuing operations$477.5$482.0

Perth Energy$35.9($5.8)

NZ Bus$17.4$33.4

ANU Student Accommodation$12.8$14.4

Other($4.1)$22.5

To ta l$539.5$546.4

Underlying EBITDAF

Several businesses provided marked

increases over the year; Longroad

Energy +$66.2 million, Perth Energy

+$41.7 million, Tilt +$32.1 million, and

CDC +$27.8 million, while Trustpower’s

earnings were -$20.9 million, NZ Bus

-$16.0 million and RetireAustralia


-$9.1 million.

Management costs rose $106.4 million

largely due to the $102.6 million

performance payment.

Infratil’s Financial

Performance & Position

Year Ended 31 March ($Millions)20192018

Operating revenue$1,442.2$1,233.9

Operating expenses($997.8)($774.7)

Depreciation & amortisation($160.4)($151.5)

Net interest($148.5)($150.5)

Tax expense($72.0)($52.7)

Revaluations

1

$0.9$48.7

Discontinued operations($12.0)$ 7. 3

Net profit after tax$52.4$160.5

Minority earnings($71.9)($89.1)

Net parent surplus($19.5)$71.4

27
Breakdown of Consolidated Results

The following tables give the breakdown of Infratil’s consolidated results by business, for the last two financial years.

Year Ended 31 March 2019

$Millions

Infratil’s

share

Underlying

EBITDAFD&AInterestTa x

Revaluations

adjustments

Net

surplusMinorities

Infratil

share of

earnings

Trustpower51%$222.2($47.2)($28.2)($37.5)($16.7)$92.6($46.6)$46.0

Tilt Renewables65%$144.4($89.5)($32.2)($7.4)($2.1)$13.2($5.7)$ 7. 5

Longroad Energy

1,2

40%$46.5----$46.5-$46.5

Wellington Airport66%$101.4($23.7)($19.4)($0.2)$6.0$64.1($17.9)$46.2

Canberra Data Centres

1

48%$83.9----$83.9-$83.9

RetireAustralia

1

50%$9.2---($33.1)($23.9)-($23.9)

Parent/Other($130.1)-($68.7)($26.9)

2

$13.7($212.0)$0.3($211.7)

To ta l$477.5($160.4)($148.5)($72.0)($32.2)$64.4($69.8)($5.4)

Perth Energy80%$35.9($6.0)($2.1)($13.6)-$14.2($2.1)$12.1

NZ Bus100%$17.4($21.1)($0.2)$2.3($29.2)($30.8)-($30.8)

ANU Student

Accommodation

1

50%$12.8----$12.8-$12.8

Other discontinued($4.1)($0.7)$0.1-($3.3)($8.0)-($8.0)

To ta l$539.5$188.2$150.7($83.3)($64.7)$52.5($71.9)($19.3)

1. These companies are not consolidated. Infratil only accounts for its share of the net surplus of RetireAustralia, CDC, ANU, and Longroad.

2. $13.2 million of tax was incurred in the US on Longroad’s gains.

Year Ended 31 March 2018

$Millions

Infratil’s

share

Underlying

EBITDAFD&AInterestTa x

Revaluations

adjustments

Net

surplusMinorities

Infratil

share of

earnings

Trustpower51%$243.1($44.3)($32.1)($44.9)($7.8)$114.0($56.5)$57.5

Tilt Renewables51%$112.3($83.6)($31.8)($7.1)$28.4$18.2($8.9)$9.3

Longroad Energy

1

45%($19.7)----($19.7)-($19.7)

Wellington Airport66%$95.4($23.6)($18.4)($4.2)$13.4$62.6($17.7)$44.9

Canberra Data Centres

1

48%$56.1----$56.1-$56.1

RetireAustralia

1

50%$18.3---($22.8)($4.5)-($4.5)

Parent/Other($23.5)-($68.2)$3.5$14.7($73.5)($2.8)($76.3)

To ta l$482.0($151.5)($150.5)($52.7)$25.9$153.2($85.9)$67.2

Perth Energy80%($5.8)($5.7)($2.9)($4.3)-($18.7)$4.4($14.3)

NZ Bus100%$33.4($32.9)($0.2)$1.6($1.2)$0.7-$0.7

ANU Student

Accommodation

1

50%$14.4----$14.4-$14.4

Other discontinued$22.5($2.8)($2.0)($6.5)($0.5)$10.7

($7.5)

$3.2

To ta l$546.4($192.9)($155.6)($61.9)$24.3$160.3

($89.1)

$71.2

1. These companies are not consolidated. Infratil only accounts for its share of the net surplus of RetireAustralia, CDC, ANU, and Longroad.

28
Year Ended 31 March ($Millions)20192018

Underlying EBITDAF $477.5$482.0

Net interest($142.2)($147.1)

Ta x($71.8)($77.9)

Working capital($4.5)$0.6

Discontinued operations$17.9$38.3

Operating cash flow$276.9$295.8

Consolidated Operating

Cash Flow

Capital Investment

Shareholder Returns


& Ownership

Infratil’s share price rose from

$3.10 on 31 March 2018 to $4.17 on

31 March 2019. Dividends of 10.75 cents

and 6.25 cents per share cash and


4.18 cents and 1.50 cents imputation

credits were paid in June and

December 2018 respectively.

Had the cash dividends been reinvested

in Infratil shares at the time they were

paid they would have provided a return

of 5.5% per annum on the 31 March 2018

share price. Added together, the

dividend and share price movement

resulted in shareholders receiving a

return of 41.3% per annum.

The table shows Infratil’s compound

return after tax to shareholders broken

into five year periods.

Year Ended 31 March ($Millions)20192018

Trustpower$27.7$ 2 7. 9

Tilt Renewables

1

$236.4$90.5

Perth Energy$0.4$5.0

Longroad Energy

2

$87.2$30.6

Wellington Airport$72.1$85.1

NZ Bus$45.9$19.1

Canberra Data Centres

3

$140.6$22.0

RetireAustralia

3

$31.8$35.9

ANU Student Accommodation$9.1-

Parent/other$27.7$9.8

$679.0$325.9

InfratilNZX50 gross

5 Year NZ

Government

bond

1

1994-199924.7% p.a.5.7% p.a.6.5% p.a.

1999-200422.1% p.a.6.5% p.a.5.5% p.a.

2004-20097.9% p.a.(0.6% p.a.)5.6% p.a.

2009-201413.3% p.a.14.7% p.a.4.5% p.a.

2014-201920.0% p.a.13.9% p.a.4.2% p.a.

Cumulative17.5% p.a.7.9% p.a.5.3% p.a.

1. In FY2019 Infratil invested $109.3 million increasing its shareholding in Tilt while Tilt invested

$127.1 million in new generation capacity. The FY2018 figure is what Tilt invested in generation.

2. These are the amounts Infratil invested into Longroad.

3. These companies are not consolidated. The values shown are 50% of RetireAustralia’s capex


and 48% of CDC’s. In FY2019 Infratil also invested $42.7 million into CDC and in FY2018 it invested

$53.9 million into RetireAustralia.

1. The five year bond rate at the start of the five year period. Note that the returns are not strictly

comparable as Infratil’s returns are after tax and the bond yield is pre tax.

Someone who invested $1,000 in Infratil shares on

31 March 1994 and subsequently reinvested all dividends

and the value of rights issues, etc. (i.e. who neither took

money out nor put money in) would, as at 31 March 2019,

own 13,380 shares with an NZX value of $55,795.

Infratil’s Financial

Performance & Position

29
25 Year Track Record

0

1000

2000

4000

3000

60%

40%

20%

0

-20%

-40%

2018

20162014201220102008200620042002200019981996

Accumulation Index

Accumulation

Index

Annual

Return

Ownership

It is estimated that approximately

12% of Infratil’s shares changed hands

over the year.

Infratil neither repurchased nor issued

any shares during the period.

New Zealand domiciled ownership


was stable at 75%. The ten largest

New Zealand institutional holdings

amounted to 112 million shares as


at 31 March 2019, 3 million less than

a year prior. The ten largest offshore

institutional holdings fell to 89 million

shares from 94 million a year prior.

31 March 201931 March 2018

Million shares%Million shares%

NZ retail investors30054%30054%

NZ institutions11921%12322%

Offshore owners14025%13624%

559559

Infratil has approximately 27,000 individual shareholders and 19,000 bondholders.

30
Bondholders

During October and November Infratil

repaid one maturing bond and issued


two new bonds:

• Repayment of $111.4 million of 6.85%

per annum coupon bonds originally

issued in November 2012.

• Issuing $100.0 million of 4.75%


per annum coupon bonds maturing

December 2025.

• Issuing $146.2 million of 4.85%


per annum coupon bonds maturing

December 2028. The coupon


on these bonds will be reset in

December 2023 at 2.50% per annum

over the then five year inter-bank

swap base rate.

Information that is likely to be of interest


to holders of Infratil’s Infrastructure Bonds,

which is not included elsewhere in the annual

report, is set out below.

Maturity

Yield


31 March 2019

Relative to


Govt Bonds

Yield


31 March 2018

Relative to


Govt Bonds

February 20204.15% p.a.+2.65% p.a.3.90% p.a.+2.00% p.a.

June 20224.30% p.a.+2.90% p.a.4.10% p.a.+1.95% p.a.

September 20234.40% p.a.+3.00% p.a.4.90% p.a.+2.60% p.a.

Infratil has a $30 million bond buyback

capability, but the market operated

effectively so no bond repurchases

occurred over the year.


The main purpose of buying back

bonds would be to remedy market

illiquidity and unfair prices.

The start and end of year yields of three

Infratil bonds is set out in the above

table, along with their yield-spread

relative to government bonds.

It is likely that the inconsistent

movements in the yields (and relative

yields) of the Infratil bonds reflected

normal supply and demand factors in

the New Zealand corporate bond

market. The fall in the government bond

yields which occurred over the year

resulted in interest rates never seen

before (including in the 19th century)


or even anticipated.

The yield and monthly turn–over of Infratil September 2023 bonds

0

1

2

3

4

5

6

7

20182019

Monthly Turnover

% p.a.

Infratil Monthly VolumeInfratil Bond Yield5 Year NZ Government Bond Yield

$0

$200,000

$400,000

$600,000

$800,000

$1,000,000

$1,200,000

$1,400,000

31
As illustrated by the graph, the market

yield on Infratil’s 2023 bonds has not

exactly followed that of the 5 year

Government bond. The greater volatility

of the Infratil bond yields reflects the

relatively small volumes that trade on

the NZDX, which is consistent with all

corporate bonds. Nevertheless, even

though the turnover of the Infratil bonds

has averaged only slightly over

$500,000 per month, they have stayed

within a reasonable fair-value range.

The yield on corporate bonds tends to

reflect supply and demand, which in

turn reflects the cost on alternative

sources of corporate borrowing, mainly

being internationally and from banks.

Infratil’s perpetual bonds started the

year at a price of $79 for $100 face

value, they traded between $80.50 and

$68.20 and ended the year at $70.50.


At that price the 3.55% coupon provides

a yield of 5.0% per annum.


Infratil’s Capital Structure

& Bondholder Rights

Infratil’s capital structure means that

rights of those who lend to the group

are tiered and segregated. A lender to,

say, Infratil subsidiary Trustpower will

have direct recourse to the assets of

Trustpower and no recourse to the

assets of Infratil. A lender to Infratil will

have recourse to Infratil’s assets

including its shareholding in Trustpower,

but no direct recourse to the assets of

Trustpower.

There is also a distinction between the

rights of the banks that lend to the

Infratil wholly-owned group and the

rights of Infratil’s bondholders. The banks

have preferred recourse to Infratil’s

shareholdings (in companies such as

Trustpower) and the assets of members

of the Infratil wholly-owned group that

provide guarantees to the banks.

The upshot is that Infratil’s bondholders

have rights to all of Infratil’s assets and

are not limited to the assets of just one

subsidiary, but their recourse to assets


of Infratil’s subsidiaries is only after the

direct recourse of other lenders and

creditors.

As at 31 March 2019, the Infratil


group debt comprised:

• $1,371.7 million of net debt of

subsidiaries in which Infratil had less

than a 100% interest. This included

$37 million of Perth Energy’s borrowing

which was guaranteed by Infratil.

None of the other debt was

guaranteed by Infratil.

• The wholly-owned group had


$44 million of net bank debt.

• $1,136 million of Infratil Infrastructure

Bonds were on issue.

These amounts do not include the

borrowings of the companies in which

Infratil owns less than 50%.

As at 31 March 2019 Infratil provided


$85 million of credit support to

Longroad, but it does not otherwise

provide guarantees of any of the debt

or other liabilities of these companies

which include CDC, RetireAustralia,


ANU and Longroad.

32
Vodafone

New Zealand

Infratil 49.9%

Brookfield Infrastructure Partners 49.9%

Management balance%

Cell tower. Haywards Hill, Upper Hutt

(From August 2019)

33
Infratil has announced the

acquisition of Vodafone NZ with a

target settlement in August 2019.

Key features of this transaction


are summarised on this page.

The transaction is subject to

regulatory approval, in particular

from the New Zealand Overseas

Investment Office which must

approve Brookfield’s purchase


and the New Zealand Commerce

Commission which must


approve Infratil’s.

Year Ended 31 March2019201820172016

Revenue $1,986m$2,039m$2,027m$1,963m

Underlying EBITDAF$463m$466m$469m$422m

Capex$253m$244m$223m$229m

EBITDAF - Capex$210m$222m$246m$193m

Partners

Following settlement, Infratil and a

subsidiary of Brookfield Infrastructure

Partners “Brookfield” will each own

approximately 49.9%. Management of

Vodafone NZ have the right to purchase

the balance of the shares.

Brookfield is listed on the Toronto


and New York stock exchanges and

is the flagship vehicle of Brookfield

Asset Management; manager of over

US$365 billion of assets.

Brookfield owns telecommunication


and data infrastructure in a number

of countries and has New Zealand

experience, at one time owning


Powerco (New Zealand’s second

largest electricity and gas distributor).

Vodafone NZ will continue to benefit

from being a Vodafone Partner

Market under long-term arrangements

which ensure access to technology

and features such as global roaming

for customers.

Transaction Summary

The transaction gives a $3,400 million

enterprise value to Vodafone NZ;

comprising $2,058 million for the value


of the company’s equity provided by

Infratil and Brookfield and $1,342 million

of company debt and the value of

management’s shareholding.

Infratil’s share of the consideration


is $1,029 million. At present it is

anticipated that this will be sourced


via a $400 million equity raise with the

remainder being a mixture of acquisition

debt, corporate facilities, and the

proceeds of assets now subject to


sales processes.

Vodafone NZ: Assets,

Plans & Outlook

Vodafone NZ has 10,000 kilometres

of cabling connecting customers and

over 1,550 mobile cell sites providing

coverage to 98% of the population;


95% with 4G. 80% of rural New Zealand

has access to Vodafone NZ broadband.

The company has 41% of New Zealand’s

mobile subscribers, 26% of broadband

connections, and 16% of pay


TV connections.

Vodafone NZ is set to grow its revenues

after a period of management changes

and ownership uncertainty.

Management’s goal now is to create

value by providing customers with the

best of “Global and Local” through the

Vodafone Partner Market arrangement

and investment in network capability.


In addition, efficiency is being improved

by increasing network utilisation and

sharing, simplifying the retail offerings,

and standardising and automating

back office functions.

For FY2020 Vodafone NZ’s projected

underlying EBITDAF is $460-$490 million

with capital spending in the range of

$300-$350 million. Revenue, earnings,

and capital spending for the last four

years are shown in the table at the

bottom of the page.

Investment Rationale

The transaction has excellent

credentials for delivering value to

Infratil’s shareholders. Vodafone NZ


and the transaction offers:

• New Zealand’s largest mobile

operator and second largest


provider of broadband.

• New Zealand’s largest data

infrastructure network.

• A strong and experienced

management team.

• A sound economic backdrop,


sensible market structure, and

stable regulation.

• Opportunities to grow earnings

through improved network utilisation,

enhanced services, and lower

operating costs.

• Infratil and Brookfield are

operationally focussed shareholders

with considerable New Zealand


and international sector experience,

and a track record of successfully

localising ownership, branding


and operations.

34
Trustpower

Infratil 51%

Tauranga Energy Consumer Trust 27%

Public 22%

Over the last decade New Zealand’s excess

generation capacity depressed electricity


prices and meant there were few investment

opportunities.

The electricity supply/demand balance is now

changing and while demand continues to be flat,

expectations are that electricity consumption


will rise with de-carbonisation of transport and

industry. The economics of generation will also

change as the cost of using gas and coal to


fuel generation rises and the use of those fuels

declines.

In addition to its generation facilities, Trustpower

is a leader in providing customers with multiple

utility services. This is evolving as services increase

in complexity and more sophisticated analytical

tools enable providers to better fit services to the

requirements of individual customers.

Core Growth

Twinkle-Jane Moody and fellow students, Matipo Community Development Charitable Trust.

Supreme Winner at the Trustpower National Community Awards 2019

35
For Trustpower, FY2019 was a

year of relative normalcy after

the prior year’s hydrology

windfall. However, the market as

a whole experienced an unusual

period characterised by the

highest wholesale prices

experienced in New Zealand

since the 2002 drought.

What is especially notable about the

period is that the electricity wholesale

market events had little impact on most

residential consumers.

As the table at the bottom of the page

shows, it was a year of two halves for

wholesale electricity prices.

The electricity market events of the last

year are interesting in themselves and

as a signal for the future.

• Historically, high wholesale market

electricity prices in New Zealand

reflected water shortages in the


main hydro storage lakes. During the

second half of FY2019 for the first

time it was the supply of gas which

drove up wholesale electricity prices.

• Maintenance of the pipeline from


the offshore Pohokura field restricted

gas availability and saw gas-fired

generation for the December quarter

down 583GWh on the same period

the prior year (Pohokura usually

provides about a third of


New Zealand’s gas). While only

5% of total generation this had a

dramatic impact on wholesale

electricity prices. Although some

additional hydro generation was

available, coal-fired generation was

the key source of back-up, and is

very expensive.

• Remarkably, residential customers will

have hardly noticed. There wasn’t a

campaign to save power and prices

haven’t risen for those on term plans.

The messages from this period are that

New Zealand relies on gas-fired

generation to fill the gaps in demand

that are not met from wind, geothermal

and hydro; and that supply and

demand is finely balanced. A second

message is that wholesale electricity

prices are determined by the whole

portfolio of generation that is required

to meet demand.

A third point is that the large


generator-retailers are good at

managing electricity price risk on


behalf of consumers. The only

complaints voiced over the period


came from smaller electricity retailers

that had not managed risk efficiently

and consumers who preferred to be

exposed to “spot” prices.

The relevance for the market and

consumers of these lessons depends on

how demand for electricity grows and

whether there are constraints on

gas-fired generation. The Government’s

policies favour both increasing use of

electricity for transport and industry


and less use of gas.

Ironically, given the very high electricity

prices, Trustpower revalued its

generation down by a net $163 million

as at 31 March 2019. This reflected a

matrix of pros and cons and the

reduction in value would have

depended on the judgement of the

valuers as to the weightings of the

variables.

Jun QuarterSep QuarterDec QuarterMar QuarterTo ta l

NZ Generation FY201911,040GWh11,555GWh10,439GWh10,050GWh43,084GWh

NZ Generation FY201810,879GWh11,439GWh10,501GWh9,964GWh42,783GWh

% Renewable FY201985.1%84.7%84.5%84.0%84.3%

% Renewable FY201879.3%80.5%81.9%81.2%80.7%

Av. wholesale price FY20197.5c/kwh8.2c/kwh19.3c/kwh15.5/kwh12.4c/kwh

Av. wholesale price FY20187.7c/kwh9.5c/kwh9.1c/kwh8.3c/kwh8.6c/kwh

Would raise the value of generationWould reduce the value of generation

• Increasing demand

• Lower required rates of return and

greater use of cheaper debt

• Gas shortage

• Higher prices on carbon emissions

• Weaker NZ$

• Falling cost of wind generation

• Falling per household

consumption

• Closure of industry, especially


the Tiwai Point aluminium smelter

Directors Paul Ridley-Smith, Peter Springford, CEO Vince Hawksworth and CFO Kevin Palmer.

36
Trustpower’s utility retailing business

continues to evolve as a provider of

both energy and telecommunication

services. The only step change event

last year was Trustpower’s decision to

replace its 140,000 electricity meters

with a “smart” version. As the last major

energy retailer to make this change it is

believed that Trustpower will gain a

considerable benefit from having waited

until the technology improved to the

point where the meters provide real

benefits rather than mainly just

additional cost.

With its utility retailing activities,

Trustpower’s key goals are to reduce the

cost of churn by retaining customers and

to reduce back-office costs. Progress

was delivered on both fronts. Increasing

the proportion of customers with both

telecommunication and energy services

reduces turnover because multi-utility

customers are more satisfied and less

likely to shop around. Improvements to

customer-communication technology is

enabling a significant shift from

telephone conversations to more

automated ways of accommodating

customer inquiries.

Year Ended 31 March201920182017

NZ retail electricity sales1,823GWh1,784GWh1,895GWh

NZ generation 1,994GWh2,235GWh2,017GWh

Australian generation-284GWh359GWh

Electricity accounts267,000273,000276,000

Gas accounts39,00037,00033,000

Telecommunication accounts96,00087,00076,000

Av. NZ market spot price

1

12.5c/kwh8.8c/kwh5.2c/kwh

NZ EBITDAF

2

$222.2m$243.1m$203.0m

Green State EBITDAF-$26.7m$31.5m

Investment spend$27.7m$27.9m$26.7m

Net debt$562.1m$469.8m$660.8m

Infratil’s holding value

3

$1,055.9m$893.0m$734.8m

1. 12.5c/kwh is the same as $125,000/GWh (ie. 1GWh = 1,000,000kwh)

2. Excludes $16.7 million of demerger costs in FY2017

3. NZX market value at period end

Trustpower is interested in a raft of

Government policy initiatives, with

several directly relevant; for instance


the Water Review, the Electricity Price

Review, how the goal of reducing CO

2


emissions is implemented, and the

specific policy targeting lower electricity

sector CO

2

emissions by 2035. Each

initiative has the potential to produce a

major increase in generation costs or to

distort the market. Fortunately, to date

no tangible disruptive plans have

emerged and the general tone of

government pronouncements has

shifted from aspirational to pragmatic.

Fiona Smith - General Manager

Customer Operations

Utility companies can no longer deliver

services that are one size fits all or set

and forget. Customers expect service

providers to understand and know them.

But delivering a personalised service;

whether to help reduce energy use,

better manage cost, or to adjust data

capacity to deliver excellent broadband,

takes data and analytics. Trustpower


is building this capability.

Artificial intelligence is also helping our

staff identify new customers that are

likely to be receptive to a combination


of Trustpower’s energy and

telecommunication plans.

In addition to helping us identify the

services that will best meet the needs


of existing and prospective customers,

technology is enabling us to do this at


a lower cost while also improving the

efficiency of other back-office functions.

For instance, only three years ago 80%


of customers got in touch with

Trustpower by phone, it’s now 40%

because customers have shown they

prefer chat-bots, web-chat and other

lower-cost and higher-value means


of communication.

Trustpower’s aspirations run much

deeper. Learning algorithms that can

predict a customer’s future needs by

mimicking human logic will enable

Trustpower to personalise service

offerings, to stay one step ahead.


It is also expected that customers

will increasingly use digital assistants

to interact with businesses, for which

Trustpower’s people and systems are

preparing.

It has been apparent in the past that

technology has promised more than it

has delivered. “You can see the

computer age everywhere but in the

productivity statistics”, as US economist

Robert Solow said. But the balance is

shifting. Analytical capability is enabling

Trustpower to draw a line between


an understanding of the energy and

telecommunication markets and an

understanding of customer needs,


and to do so cost efficiently.

Fiona Smith - General Manager Customer Operations

37
EBITDAF & Generation

Year ended 31 March

Over the last ten years Trustpower’s

New Zealand hydro generation has

risen via acquisition and small-scale

development projects. With fluctuations

coming from rainfall changing from one

year to the next.

New Zealand EBITDAF has shown some

volatility reflecting hydrology conditions,

but the trend has been flat as increased

generation has been offset by lower

wholesale prices and increasing retail

market competition.


NZ EBITDAF per unit of

NZ generation and the

average NZ market price

of electricity

Year ended 31 March

Usually Trustpower’s success as a utilities

retailer, and with its irrigation activities,

has ensured that earnings per unit of

generation have remained comfortably

above the wholesale market value of


the generation.

This year’s spike in prices wasn’t passed

on to customers which breaks the run.

While tightening supply conditions make

it likely that wholesale prices will tend


to remain more in the 7 to 9 cent range

rather than 5 to 7 cents, it is unlikely that

Trustpower’s margins over wholesale

prices will return to former levels.

Customers and retail

electricity sales

Year ended 31 March

The attraction of Trustpower’s utility

retailing offer is apparent from the

graph.

However, electricity sales per customer

have fallen by 25% over the period, while

costs per customer have been stable.


0

500

1,500

1,000

2,000

2,500

3,000

2018 2019

GWh

$50

0

2010 2011 2012 2013 2016 2017 2015 2014

$100

$150

$200

$250

EBITDAF

$Millions

$300

NZ Hydro Generation (GWh)

Australian Hydro Generation (GWh)NZ EBITDAF

EBITDAF

0

12

10

8

6

4

2

2018 20192010 2011 2012 2013 2016 2017 2015 2014 2010 2011 2012 2013 2016 2017 2015 2014

Cents/kwh

$80,000

$60,000

$40,000

$20,000

0

$100,000

$120,000

$140,000

EBITDAF

per GWh of

generation

EBITDAF per GWh

NZ Market price

(Cents/kwh)

Customer

Accounts

0

4,000

3,500

3,000

2,500

2,000

1,500

1,000

500

GWh

200,000

150,000

100,000

50,000

0

250,000

300,000

350,000

400,000

2018 2010 2011 2012 2013 2016 2017 2015 2014

Electricity Accounts:TelcoGas

Retail Electricity Sales (GWh)

2019

38
Tilt Renewables

Infratil 65%

Mercury Energy 20%

Public 15%

Both New Zealand and Australia require more

wind and solar generation capacity, to meet

decarbonisation goals and to satisfy rising

demand for electricity.

Massive investment in technology, manufacture

and operation has resulted in wind and solar

generation rapidly evolving to the lowest


cost new-build options for the energy market.

The resulting cost reduction has also spawned

challenges as these sources of generation are

intermittent, which can mean extremely low-cost

electricity for part of a day, but none at another.

Through its existing generation facilities and its

extensive development pipeline Tilt has gained

deep insights into the nuances of solar and wind

generation, how to deliver low-cost renewable

electricity and the choices available to manage

supply and price risk, including through physical

energy storage.

Salt Creek property manager Tom Wilson.

Core Growth

39
During FY2019 Infratil sought

to takeover Tilt but settled

for increasing its holding from

51% to 65%.

$109 million was invested in the

acquisition of the additional 14%, and

Infratil also subscribed for $179 million


of equity issued by Tilt to enable it to

progress its development initiatives.

The takeover bid and the provision of

additional capital to Tilt were interlinked.

Tilt has an extensive development

pipeline which is attractive to Infratil.

However, Infratil’s failure to reach 100%

reflects a cautious approach to value.

Development activities should generate

good returns as compensation for their

risk and the higher the share price the

lower the future returns.

Operationally, Tilt experienced

satisfactory wind conditions on both

sides of the Tasman (after last year’s

calm) and saw the first generation from

its new A$105 million 54MW Salt Creek

wind farm in Victoria. This translated into

a A$31.0 million increase in EBITDAF

(+A$23.4 million from higher Australian

volume, +A$5.7 million from New Zealand,

+A$6.3 million from higher Australian

prices, and -A$4.4 million from higher

operating and development costs).


The higher prices in Australia related to

the generation that was not sold on

fixed price contracts due to Salt Creek

commencing generation earlier than

anticipated and the Snowtown 1 wind

farm coming off contract in January

2019.

Tilt continued to expand its

development pipeline of prospective

projects, which now amounts to

3,400MW of capacity spanning Australia

and New Zealand; including 660MW


of consented solar and more than

2,100MW of consented wind. In addition

to the generation projects, Tilt is also

working on energy storage so that

“excess” wind or solar electricity can


be stored for use during higher value

periods. For instance, because wind

generation can make up a very high

proportion of South Australia’s total load,

the State energy regulator occasionally

curtails such generation (to avoid the


risk of a system outage being caused

by a large natural fluctuation in wind

generation). Last year this reduced


Tilt’s production by 47GWh (worth

A$5.1 million at Tilt’s average Australian

price). Options to allow this “spilled”

energy to be stored are being

investigated, albeit not a simple process

under the Australian generation

connection regulations.

While a large portfolio of development

options is necessary for growth, what

matters is that these can be executed.

For this to occur requires Tilt to find

buyers for the electricity, and for that to

happen requires that Tilt’s sites,

technology, costs and funding are all

best in class. Consequently, progress at

Dundonnell and Waverley was welcome

vindication that Tilt is indeed in that

category.

Before Tilt committed to build the


A$560 million 336MW Dundonnell

wind farm it was successful in gaining

an agreement with the Victorian

State government which effectively

removed the price risk on about a third

of the forecast output to 2035. The


State government had undertaken

a comprehensive tender process

before it selected Tilt as its counterparty.

Subsequently Tilt has also contracted

with Snowy Hydro and as at


31 March 2019 only 13% of Dundonnell’s

output wasn’t under long-term contract.

In New Zealand Tilt is advanced in its

negotiations with Genesis Energy for the

latter to take the electricity price risk on

the 130MW Waverley wind farm in south

Taranaki. If the parties agree it is likely

that construction will start in FY2020.

This project would underline Tilt’s

capability as an independent wind farm

developer, even in New Zealand where

most of such development is undertaken

in-house by generator-retailers (where

project specific costs can be obscure).

Tilt’s summary of key features of the


New Zealand and Australian markets

is set out in the table on page 40.

Climate Council member Ellyce Crabb with a Cities Power Partnership staff member.

Year Ended 31 March201920182017

Australian generation1,395GWh1,225GWh1,305GWh

NZ generation 659GWh571GWh744GWh

Australian revenueA$151.3mA$121.7mA$127.7m

Average price10.8c/kwh9.9c/kwh9.8c/kwh

Australian contracted sales75%95%96%

New Zealand revenueA$42.0mA$36.2mA$46.8m

Average price 6.4c/kwh6.3c/kwh6.3c/kwh

New Zealand contracted sales100%100%100%

EBITDAFA$134.8mA$103.8mA$124.0m

Investment spendA$127.1mA$83.6mA$6.0m

Net debtA$347mA$593mA$544m

Infratil’s holding value

2

$720.9m$285.9m$341.8m

1. 10.8c/kwh is the same as A$108,000/GWh (ie. 1GWh = 1,000,000kwh). All prices are in A$.

2. NZX market value at period end

40
Solar projects

Wind projects

Existing generation

* Under construction

AustraliaNew Zealand

Strong Federal government support for

decarbonisation pending Election outcome.

QLD, VIC, ACT have renewable targets.

Additional supply required to

accommodate demand

growth and plant retirement.

Federal and State support for energy storage

initiatives which are compatible with

intermittent renewables.

Electricity policy stability.

Potential for transmission investment,

compatible with distributed renewable

generation.

Committed e-carbonisation

politics.

But, a tendency to regulatory complexity


and change.

Tilt relationships, market/site

knowledge.

The rate at which these variables

translate into Tilt converting more of its

3,400MW project pipeline into physical

generation will depend on the rate at

which each market provides off-take

contracting opportunities and the level

of uncontracted generation that can


be accepted in the portfolio.

With Salt Creek and Dundonnell,


Tilt has shown that it has the ability

to develop generation which delivers

competitively priced electricity and

creates shareholder value.

For its shareholders Tilt represents an

unusual situation in that they will be

hoping the Company continues to


ask them for capital rather than start

increasing its dividends.

Liverpool Range

1000MW (wind)

Blayney


10MW (wind)

Crookwell


5MW (wind)

Rye Park


300MW (wind)

Dundonnell*


336MW (wind)

Salt Creek


54MW (wind)

Dundonnell


100MW (solar)

Palmer


300MW (wind)

Waddi


105MW (wind)

40MW (solar)

Snowtown (Stage I)


101MW (wind)

Snowtown (Stage II)


270MW (wind)

Snowtown Solar/Storage


100MW (solar)

21MW (battery)

QLD Solar Projects


530MW (solar)

Waverley

130MW (wind)

Omamari


70MW (wind)

Mahinerangi (Stage I)

36MW (wind)

Mahinerangi (Stage II)


160MW (wind)

Tararua (Stage I & II)


68MW (wind)

Tararua (Stage III)


93MW (wind)

Kaiwera Downs

240MW (wind)

41
EBITDAF & Generation

Year ended 31 March


EBITDAF per unit of generation

Year ended 31 March


Projected generation

& Electricity price risk

A forecast of the generation from Tilt’s

existing capacity (including Dundonnell

from FY2021, but not Waverley) and the

part of the output where the price risk

has been transferred to counterparties

is shown in the graph.

GWh p.a.

2,000

1,500

1,000

500

0

2,500

3,000

3,500

4,000

2019 2020 202120222023 202420252026202720282029 203020312032 2033 2034 2035

Contracted productionUncontracted production

0

500

1,500

1,000

2,000

2,500

2010 2011 2012 2013 2016 2017 2018 2019 2015 2014

GWh

$30

0

$60

$90

$120

$150

EBITDAF

A$Millions

NZ Generation (GWh)

Australian Generation (GWh)

EBITDAF

2010 2011 2012 2013 2016 2017 2018 2019 2015 2014

$10,000

$20,000

$30,000

$40,000

$50,000

$60,000

$70,000

0

(A$)

EBITDAF per GWh (A$)

42
Longroad Energy

Longroad was established to develop renewable

generation in the US using experienced local

management, and the capital and investment

discipline of the two New Zealand shareholders.

The goal is to build a business that owns and

manages renewable generation and creates

value by undertaking development projects,

which may be realised if opportunities are

propitious.

It is also expected to provide insights into the

economics and trends at the cutting edge of

renewable generation which Infratil will be able


to apply in New Zealand, Australia and possibly

elsewhere.

Infratil 40%

New Zealand Superannuation Fund 40%

Management 20%

Core Growth

43
In less than three years of

operation Longroad has

executed a remarkable series


of projects and started to

deliver what is likely to be


a robust source of income

and value.

When Infratil and the New Zealand

Superannuation Fund backed the

establishment of Longroad in 2016 the

motive was the calibre of the executive

team and the opportunity afforded by

the dynamic US electricity market.

The speed at which events have

subsequently unfolded is dumbfounding

when compared to Australasia. In


the familiar markets it is expected

that regulation will slow projects; that

electricity price risk will be difficult


to manage; and generally that

independents will struggle to compete

with large integrated generator-retailers

to develop, build or own generation

plant.

In the US the individual components


of electricity generation; development

– contracting output - building –

ownership - management; are often

performed individually. A company


may specialise in identifying and

scoping good sites for wind or solar

generation. A totally different party


may own the facilities once they are

built with management outsourced


and price-risk contracted away. In this

environment Longroad has been able


to pick a diverse range of opportunities

based on their specific risk/reward

features.

Longroad’s overarching goals are to


buy or create development options, to

develop those options into generation

which optimises site, technology,

financing, and market features, and to

build a portfolio of low-risk assets which

may be retained or on-sold. In each of

these areas Longroad delivered in

FY2019.

The Phoebe 315MWdc solar facility

developed by Longroad in north Texas

saw construction start in July 2018 after

funding had been arranged and 89%


of the projected 738GWh of annual

output had been sold to Shell Energy.

However, even before the US$307 million

construction started, Longroad sold


the project to Canadian renewable

investment vehicle Innergex for


US$397 million. Phoebe will be

commissioned later in 2019 and will


then be the largest solar power station

in Texas.

The 238MW Rio Bravo wind farm

developed by Longroad, also in Texas,

had its US$301 million construction


start in late 2018 once power purchase

terms had been agreed with Citigroup

and debt funding secured. Its sale was

later agreed with privately owned

investment company Sammons

Enterprises with settlement early in

FY2020; when gains will be recognised.

Longroad management have


indicated that the existing portfolio of

development projects which are nearing

execution are expected to give rise to


a further US$130 million to US$180 million

of gains.

In addition to its development projects,

Longroad owns 685MW of generation

which provides a stable source of

income as well as providing

development options and an

operational capability (which can


then be offered to third parties

on a contract basis).

As shown in the table below, Longroad

has an eclectic range of involvements

with 2,520MW of generation. In addition,

the Longroad team are evaluating


a further 7,000MW of wind and solar

generation projects:

• 553MW developed and on-sold.

• 684MW of capacity owned for both

earnings and development potential.

• 730MW of projects under

development.

Director Vimal Vallabh and CEO Paul Gaynor

Phoebe solar Texas.

Commissioned 2019

315MWInitiated and sold FY2019.

Rio Bravo wind Texas 2020238MWInitiated FY2019, sold FY2020.


Facilities management retained.

Federal Street solar.

Distributed solar with

electricity sold to several

counterparties

299MWAcquired by Longroad in 2017 and

managed to provide stable earnings

with upside from refinancing.

Minnesota wind 2003-8.

Electricity sold to Xcel


Energy Inc.

80MWAcquired by Longroad in July 2017

from NRG. Potential to replace and

increase turbines.

Milford wind Utah 2009.

Electricity sold to the

Southern California Public

Power Authority

306MWManaged by Longroad as a source


of stable earnings, with optimisation

potential.

El Campo wind Texas243MWDevelopment project.

Prospero solar Texas379MWDevelopment project.

Foxhound solar Virginia108MWDevelopment project.

Other (no financial interest


in ownership)

552MWManaged by Longroad as a long-run

source of stable earnings.

44
NZ$ figures are as at 31 March

US$ figures as at 31 December20192018

Infratil investment amount$154.0 million$66.8 million

Infratil capital received back$151.3 million$28.9 million

Infratil book value$10.8 million$10.1 million

Infratil’s share of Longroad’s net income$46.4 million($19.7 million)

EBITDAF

1

US$37.0 million(US$5.6 million)

Depreciation/Amortisation

1

(US$ 31.2 million)(US$8.4 million)

Interest

1

(US$34.0 million)(US$8.6 million)

Net surplus before tax

1

US$60.2 million(US$22.6 million)

Operating cash flow including


development costs and gains

1

US$92.9 million(US$5.3 million)

Owned generation684MW684MW

Managed generation1,236MW1,236MW

Employees105 people74 people

1. Longroad has a 31 December financial year. These figures are for the years ended

31 December 2017 and 2018.

Corporate renewable projects

An important source of demand for

renewable electricity and hence

long-term purchase agreement are

corporate buyers seeking to reduce


their carbon footprint. Standard & Poor’s

reported that in 2018 over 6,500MW


of corporate renewable capacity was

secured from over 40 generators; more

than doubling the previous annual peak.

The largest US corporate buyers


include Microsoft which has 1,260MW

of contracted generation, Amazon

1,400MW, Apple 1,200MW, Walmart

800MW, and Ikea 900MW. In 2018 buyers

also included Shell and Exxon Mobil.

Illustrating the trend, the Brookings

Institution reported that May 2019 was

the first month ever when US renewable

electricity generation was greater


than generation from coal-fired

capacity. They put this down to state

environmental standards and emission

policies and rising corporate investment

in cleaner technology and electricity

purchases.

Augmenting its development goals,

Longroad employs a 65 strong team


to manage generation assets for its own

projects and on behalf of third parties.

This capability ensures that Longroad

has comprehensive understanding of


its own facilities, to inform development

decisions, and it means that the 238MW

Rio Bravo wind farm can be sold to


a financial buyer which doesn’t have

operating capability.

Financial Flexibility

& Value Creation

As with any early-stage business

undertaking development, the financial

arrangements and value creation


are complex and contingent.

• Initially Longroad’s three shareholders

committed US$100 million. Infratil


and New Zealand Superannuation

Fund each owned 45% with

management holding the balance.


In addition, Infratil indicated a

willingness, on a case by case basis,

to provide temporary funding and

credit support to enable Longroad


to execute projects.

• Subsequently, Longroad’s

management exercised the right


to increase their shareholding to

20% which reduced the New Zealand

shareholders to 40% each.

• In addition to its equity funding,

Longroad had (by 31 March 2019)

raised US$1,702 million of project debt

funding from 16 different lenders.

• For Infratil, the arrangement has

meant a high turnover of financial

investment and commitment. Funds

have been invested and returned in

short order. As at 31 March 2019 this

meant that Infratil’s net investment


at that point (the difference between

what had been invested and what

had been returned, either as profits


or repayment) was only $2.7 million.

($154.0 million invested and


$151.3 million received back).

• Infratil arranged for an independent

valuation of its 40% interest in

Longroad as at 31 March 2019.


This derived a value of $122.7 million

allocated:

• 59% near-term development projects.

• 24% operating assets.

• 9% undeployed plant and

equipment.

• 8% other development projects.

• The book value of Infratil’s 40%

interest in Longroad reflects both

capital flows and Longroad’s net

profit (US$60.2 million for the twelve

months to 31 December 2018 after


a US$22.6 million loss the prior year).

Reported profits/losses includes

depreciation, amortisations,


and interest expenses related to

generation ownership vehicles, and

Longroad’s generation management

fees and costs, and development

costs and gains.

(MW)

2,000

1,500

1,000

500

0

2,500

3,000

3,500

4,000

2010

2011 2012 2013 2014 2015 2016 20172018 2019 2020 202120242022 20232025

WindSolar

The graph shows when projects came online or are planned to come online, not when the

power purchase agreements were signed. Source S&P Global Market Intelligence.

45
Milford Wind

306MW

Phoebe Solar*


315MW

Prospero I Solar


379MW

dc

El Campo Wind

243MW

Rio Wind*


238MW

Minnesota Wind


80MW

Repower


70MW

Federal Street


Solar

299MW

Foxhound Solar


108MW

dc

Operational assets

* Under construction

Projects

46
Wellington

Airport

Wellington Airport delivers growing earnings

from investing in its own activities.

The Airport’s goal is good air services between

central New Zealand and the world and a safe,

welcoming environment for the people who use it.

Delivering requires capable well directed people

and supportive capital providers.

Airport under-investment results in poor air

connectivity, queues and inconvenience for

individuals and airlines. Over-investment creates


a mausoleum ambiance, unnecessary cost and

redundancy.

Over the last five years the Airport has invested

$315 million in its facilities and paid $254 million to

shareholders. Annual passenger throughput rose

from 5.5 million to 6.4 million and earnings from

$82 million to $101 million.

Infratil 66%

Wellington City Council 34%

Core Growth

Trad Stompers performing at Wellington Airport

47
Wellington Airport’s priorities

are to facilitate the provision


of convenient, competitive

air services between central

New Zealand and the world,

and to provide a safe, efficient,

welcoming environment for


the people who use its facilities.

The Airport team can be proud

about what they are now

delivering.

Last year domestic passenger growth

was a solid 4.6% per annum and

international a satisfactory 3.8%


per annum. On a daily basis that’s

approximately 90 more international

and 660 more domestic passengers

than at the same point a year ago.

Regularly, over 30,000 people


visit Wellington Airport each day

(including meeters, greeters, staff.)

Recent growth was mainly due to

increased aircraft loadings and almost

all services now have more than 80% of

their seats sold. Capacity was added

with Napier, Queenstown, Rotorua and

Tauranga, and on the domestic trunk


Air New Zealand has started replacing

its 171 seat A320 aircraft with the


214 seat A321s.

While credit for increased throughput

reflects many factors, the Airport’s

contributions are not minor:

• The Airport provides support for all

airlines developing new services

especially those reliant on

recreational and social traffic as their

utilisation is more discretionary than

those targeting business travellers.

• The constantly improving Singapore

service, now carrying approximately

900 people per week into the region,

was initiated with the combined

support of the Airport, City and

Regional Development Agency.

• Last August the Airport contracted

for Airbus to bring its new generation

A350 from France to undertake

Wellington trials. It is hoped that

following regulatory approval that

this model of aircraft (and its A330

sister) will be used to further improve

the region’s international connectivity.

• FY2019 saw myriad operational

improvements to lower airline costs;

of particular note was the Airport’s

work with Air New Zealand on the

push-back of its ATR aircraft

(resulting in a significant cost saving

on the part of the Airport) and the

automation of airbridges (Singapore

Airlines reported an average time

saving of three minutes). Wellington

has the first automated airbridges in

the world and has hosted many visits

from airports interested in emulation.

Passenger surveys are indicating


the highest-ever levels of approval,

reflecting the Airport’s wide range of

land-transport options, improved

carparking facilities, excellent main

terminal ambiance, best-of-Wellington

food, beverage and retail offerings,

cleanliness, and the speed with which


it is possible to move through if you are

in a rush. Every airport user has specific

criteria;


“On Friday before I flew home I had

a craft beer and listened to a jazz

band.” “I flew in from Blenheim and

within five minutes I was out of the

carpark and on my way home.” “The

toilets’ baby facilities are excellent.”

The Airport’s 134 room hotel and

expanded conference capacity opened

in January. The objective with this

investment is to make Wellington

convenient as a place for people to

meet and as a place to start/finish an

international trip. Many of the Airport’s

international services leave before 7am

and arrive after 11pm. This timing is

discouraging for someone from say

Napier or even Kapiti. Now they can

overnight at the Airport in pleasant

surrounds with a 100 metre walk to or

from their plane.

For the Airport team, moments of

self-congratulation are brief because

maintaining standards is a constant

challenge. The list of current initiatives


is daunting:

• Airfield. Wellington operates on


an extremely constrained site

(the aeronautical area is about a

quarter of Auckland or Christchurch).

Because there is now finite ability to

accommodate growth within the

existing envelope the Airport intends

acquiring vacant Crown land, part


of the Miramar golf course, and

converting carparks into airfield.


It is also to relocate its fuel and fire

services to free up space for aircraft

movements. Alongside the expansion

plans, planning has started on

replacing the seawall that faces

Cook Strait to ensure it is future-

proofed against sea level rises


and storms.

• Terminal. Improvements to the main

terminal are ongoing and major new

initiatives are also starting. Increasing

security requirements will require new

facilities for screening airport visitors

and the construction of a new

baggage hall. Passenger congestion

and major challenges with the

location of larger international

aircraft is necessitating the

construction of an entirely new

international terminal.

• Technology, community, people,

environment. In addition to ensuring

its physical ability to accommodate

demand growth, the Airport has

initiatives to minimise waste, achieve

zero-carbon, and to ensure it

maintains community trust, positive

staff, and stays ahead of issues such

as data integrity and privacy.

Airport Operations Coordinator Vinnie Sharp and Integrated Operations Controller Hana Lee.

48
Even with a long list of future-proofing

projects, the largest challenge to

efficient delivery of Airport capacity and

services comes from the myriad

regulatory agencies which undertake

monitoring or provide approvals. Most

mean well and no one doubts the need

for expert independent monitoring,

accountability, and forum to facilitate

participation in issues such as whether

Wellington should be able to reclaim


10 hectares to enable a runway

extension. But there is little onus on

efficiency or proportionality. The Airport’s

joint project with Wellington City Council

to extend its runway is now in its seventh

year and after millions of dollars and

immense frustration is still at least a


year away from consents. And the main

reasons for the delay and expense


are procedural and have added little

new insight nor changed the initial

understanding of costs and benefits.

Year Ended 31 March 20192018

Passengers Domestic5,488,0135,249,081

Passengers International 929,457 895,369

Aeronautical income $81.5m $76.1m

Passenger services income$43.5m $40.3m

Property/other $12.9m $12.2m

Operating costs ($36.5m)($33.2m)

EBITDAF $101.4m $95.4m

Investment spending $72.1m $85.6m

Net debt $459.8m $400.1m

Infratil cash income $40.5m $37.9m

Infratil’s holding value

1

$481.5m $471.9m

1. Infratil’s share of net assets excluding deferred tax at period end

Another area of regulation to which

Wellington is subject comes from the

Commerce Commission’s monitoring

and strictures on Airport charging of

airlines. As a counterpoint to the


New Zealand approach, the Australian

Productivity Commission recently

released its five-yearly review of the

performance of that country’s main

airport’s charges and services.


The holistic and less prescriptive

approach taken there is considerably

more efficient and effective than


what happens in New Zealand.

The Airport’s 134 room hotel

and expanded conference

capacity opened in January.

The objective with this

investment is to make

Wellington convenient as


a place for people to meet

and as a place to start/finish

an international trip.

Left to right; City Council appointed director Wayne Eagleson and local Member of Parliament

Paul Eagle, Infratil appointed director Tim Brown and CEO Steve Sanderson.

49
EBITDAF & Passengers

Year ended 31 March

Over the ten years EBITDAF rose


from $68 million to $101 million.

Passenger numbers lifted by 1,299,564.

An average annual increase of 99,675

domestic and 30,281 international

travellers.


Aeronautical & Services Income

Year ended 31 March

Wellington Airport’s 18% increase in

EBITDAF/Passenger over the period


(to $15.73) reflects better passenger

services, an increase in property income,

and good cost control.

Wellington has the lowest per passenger

costs and aeronautical charges of


New Zealand’s international airports.


The cost of travel

Year ended 31 March

Over the ten years, consumer prices


rose 17.0%. The cost of domestic

New Zealand air travel increased 13.5%.

The cost of international air travel for

New Zealanders fell 19.7%.

Over the decade, the international air

travel market has delivered 41% more

value for New Zealand users relative to

the less competitive domestic market.


AeronauticalRev/PaxCost/Pax

Auckland$16.48$5.68

Wellington$13.03$3.67

Christchurch$13.76$5.90

Queenstown$13.35$4.74

From Airport Disclosures

0

$20

$60

$40

$80

$100

0

1

2

3

4

5

6

7

2010 2011 2012 2013 2016 2017 2018 2019 2015 2014

Passengers

Millions

EBITDAF

$Millions

Domestic passengers

International passengers

EBITDAF

$0

$5

$10

$15

$20

2010 2011 2012 2013 20162017201820192015 2014

$ Income Per

Passenger

Aeronautical incomeServices income

Statistics New Zealand

International air travel cost index

Domestic air travel cost index CPI

0

20

40

60

80

100

120

140

Index

2010

2009

2011

2012

2013

2014

2017

2018

2019

2016

2015

50
Canberra

Data Centres

Infratil 48%

Commonwealth Superannuation Corporation 48%

Management 4%

The increase in electronic data now being stored

for constant accessibility has spawned specialist

computing and storage requirements.

CDC’s remarkable growth trajectory reflects a

confluence of factors; huge increases in data

creation and demand for storage and computing

on the one hand, and the secure and hard to

replicate facilities CDC offers on the other hand.

What is unusual about CDC is that it faces both

high growth and low risk on its core activities once

a centre is built and utilisation is contracted. In

FY2019 CDC has been able to contract utilisation

of data centre capacity prior to construction so

that once construction is complete tenants will

take up the capacity on a long-term basis.

Technical Project Manager Matt Arganese.

Core Growth

51
The last year was transformative

for CDC with several

developments telescoped.

From last year’s 39MW of capacity at

two campuses, CDC is now on track


to own over 200MW of capacity at

three locations. From last year’s run-rate

EBITDAF of A$69 million, a run-rate of

A$135 million is now anticipated by the

end of FY2020.

The data storage environment is


difficult to encapsulate as many

interconnected developments are

unfolding simultaneously.

• Data sovereignty is a developing

issue. The New Zealand Government

has interdicted the use of Chinese

equipment for critical pieces of

communication infrastructure. The

Australian Government has adopted

data storage and transmission

protocols to guarantee its data

security and privacy. Incidents such

as the hacking by Saudi agents of

the private emails of the owner of


the Washington Post newspaper

illustrate the personal impact and


the flaws in the system that are

now being addressed.

• Hyperscale isn’t just about scale

reducing costs, data owners need

extremely fast processing/

transmission and co-location of their

data with those who need to use it


to provide services either for data

owners or third parties.

• Cloud providers are creating global

standards and demanding data

storage with best-in-class features.


In the US the number and capacity

of single client and in-house data

centres are rapidly reducing (within

five years an 80% reduction of some

categories is expected). Increasingly,

individual enterprises are shifting from

managing their own data to using

services. In Australia a number of

cloud providers are clients of CDC.

• Data makes data. 5G will make data.

Devices make data. Self-drive cars

make data. AI makes data. The

upgrade of the cellular networks to


its 5th Generation will massively

increase capacity over 4G and result

in the growth of data-dependent

technologies and applications not

currently practicable.

Hume 1 &212MWCommissioned from 2008

Fyshwick 118MWCommissioned 2015

Hume 39MWCommissioned 2016

Fyshwick 221MW Commissioned 2018

Eastern Creek 17MWPurchased 2018

Eastern Creek 213MWUtilisation from mid 2019

Hume 423MW Partially contracted to be commissioned 2019

Eastern Creek 325MWPartially contracted. Construction starting 2020

To ta l128MW

Project Manager Josh Cook.

Engineering draftsman Will Thomson (left) and Engineering specialist Andrew Rodda (right).

52

52

One field where the evolution

of technology and the resulting

growth in data will be familiar


to many people is cell phones.

Over about 20 years the phones have

evolved from only offering analogue

voice (1st Generation) to now providing

complete broadband connectivity


(4th Generation).

Delivering additional functionality


has seen phones increase the rate at

which data is transmitted by roughly

25,000 times.

In addition, when phones were used


just for talking, average daily use was

less than 60 minutes and few people

owned a portable phone. Average use

of a smart phone today is approaching

5 hours and they are ubiquitous.

Resulting in average per capita daily


data transmission increasing roughly

2 million times since the 1st Generation.

The next stage of this evolution will start

with the construction of 5th Generation

cellular networks. This will increase the


rate at which data is transmitted by

>100x and volumes of data by far


more than that.

The impact will be far wider than


just what happens to smart phones.

Today at a music concert if even 20%

of the audience attempt to transmit a

picture the network slows dramatically

or even stops functioning. With 5G the

impediment will vanish.

A boon for concert goers, but

transformative for other applications.


A self-driving car can’t rely on a 4G

network but it will be able to rely on


a 5G one. And that is just one small

example of how, as with cell phones,

network capacity will drive technology

and applications which will result in

massive increases in data.

Technology

& Data

Nokia 1011,

1992

Sony Ericsson T68i,

2002

iPhone X

2018

DynaTAC 8000X,

1983

1G

Analog voice

2G

Digital voice

Tex t

3G

Mobile internet

4G

Mobile broadband

5G

Enhanced mobile

broadband

Ultra-low latency

Massive connectivity

>1Gbps 7,000Mbps50kbps

Speed


1bps

(bytes per second)

25,000Mbps

Speed & Data

?

53

Over FY2019 a number of

milestone events encapsulated

CDC’s transformative year:

The 21MW Fyshwick 2 data centre

opened in December 2018. The

construction cost was approximately

A$80 million with a similar sum to be

invested as the centre is occupied.


CDC manages its construction projects

in-house and by developing expertise

and close relationships with contractors

achieves constant improvement in its

facilities and low build costs.

Acquisition of the 14.5 hectare Sydney

site at Eastern Creek, including a 7MW

operational data centre and a partially

completed centre with 13MW of

capacity; which CDC was immediately

able to contract. The site has the scale

and infrastructural connections (energy

and fibre) to enable construction of four

further 25MW data centres.

Demand for capacity in CDC’s centres

has resulted in both a high level of

forward contracting by users and a

material extension of lease terms.


The average term of CDC’s new leases

with its customers, excluding options,

are now over 9 years.

CDC’s acquisition of the Sydney site


and its accelerated construction plans

were funded with a A$100 million equity

commitment (Infratil has provided

NZ$42.7 million to date) and a


A$300 million increase of debt

facilities (to A$915 million).

Year Ended 31 March 20192018

Available capacity80MW39MW

EBITDAFA$72.3mA$55.8m

Contribution to InfratilNZ$83.9mNZ$56.1m

CapexA$291.6mA$45.8m

Net debtA$517.8mA$330.5m

Infratil holding value

1

NZ$555.3mNZ$453.2m

1. This sum is 48% of CDC’s shareholders funds. The difference between this value and the

independent value of $841-942 million is explained on page 25 of this Report.

As is required under its management

contract, Infratil had its 48%

shareholding in CDC independently

valued as at 31 March 2019. This

identified a valuation range of


NZ$841-$942 million, based on:

• CDC’s 31 March 2019 EBITDAF run rate

of A$90 million rising to A$135 million

by the end of FY2020.

• Net debt as at 31 March 2019 of


A$518 million, rising as capex projects

are undertaken before being repaid

from increasing operating earnings.

• Projections of CDC’s income tax.

• A return to equity of 11.5-12.5%


per annum after tax.

• Estimates of the notional transaction

costs Infratil would incur if its


stake was sold, including taxes.

• The cash flows included in the

valuation were limited to CDC’s

existing data centres and those

under construction or where

construction is imminent.

Infratil’s 48% stake cost NZ$411.5 million


in November 2016 with a further

NZ$42.7 million invested two years

later. The rate of return on the

investment is over 35% per annum


which has consequently given rise to

a management performance payment

of NZ$65.3 million. This sum is calculated

as 20% of Infratil’s gains over 12%


per annum.

CDC’s increasing earnings are best

illustrated by its EBITDAF run-rate due


to the company’s rate of growth and

the long-term contracted nature of

new business. This is a measure of

earnings that is based on the EBITDAF

inherent in existing income producing

contracts; which approximates to twelve

times the last month’s actual EBITDAF.

As at 31 March 2017 it was A$50 million,

2018 A$69 million, 2019 A$90 million and

is projected to be A$135 million at


31 March 2020.

The FY2019 return to Infratil of

NZ$83.9 million is 48% of the Company’s

net surplus, which includes A$217 million

of gains from the increased value of

CDC’s investment properties.

The average term of CDC’s

leases with users is now over

9 years.

Director Kevin Baker and CEO Greg Boorer.

54
RetireAustralia

Infratil 50%

New Zealand Superannuation Fund 50%

Over the last 20 years the number of Australians

over 85 has risen 125% (the total population has

increased 34%). More than 500,000 Australians

are now over 85 years old. When the youngest


of these people was 50 years old, only 100,000

Australians was older than 85.

Not only is the number of elderly people

increasing, so too is the understanding of their

needs and the desire to deliver to those needs.

RetireAustralia is seeking to provide

accommodation, care, and for the other

requirements of elderly Australians and is investing

accordingly. Once these capabilities are in place

it is anticipated that RetireAustralia will provide its

shareholders with solid income and value growth

from its existing facilities and good opportunities

to invest in expansion.

Core Growth

Shari Harte and friends, Wellington Manor Retirement Village Brisbane.

55
RetireAustralia is transitioning

so that it can offer the residents

of its villages accommodation

which meets their diverse and

changing needs, and care so

that residents who need

assistance can receive this in

their own homes or nearby.

This is requiring the development and

construction of care apartments that

cater for people with higher needs or

less mobility as well as hospital facilities

and care capabilities.

Over the last two years almost


A$120 million has been invested in

these initiatives as well as additional

standard accommodation at existing

villages and at two new villages.

The strategic decision to transition

RetireAustralia’s facilities and services

while also building new villages caused


a significant short-term reduction in the

usual rate at which units became

available. Historically RetireAustralia has

commissioned about 100 units a year,

but last year there were only 15 new

units.

However, from FY2020 it is expected

that over 200 new units will enter

RetireAustralia’s portfolio each year

which will approximately double the

growth rate from what has been

delivered in the past. Construction is

currently underway on a total of 822

units at two new villages and several

existing ones.

This investment and development has

increased costs at a time when the

aged care industry in Australia has


been facing headwinds. Residential

property values have been under

pressure and media coverage has

highlighted poor treatment of residents

by some operators. Both factors have

discouraged people from taking the

step into retirement accommodation,

which has increased RetireAustralia’s

vacancy rate and increased sales costs.

Positively, all the parties contesting the

federal elections have policies that will

continue the reform of the aged care

sector. Along with initiatives to improve

standards and transparency are plans

to increase government funding for

in-home assistance; whether home is


in a retirement village or a family

residence.

In-home care is more efficient for

government than having people enter

hospital, and providing for the elderly

who live in a village is more efficient and

effective than helping people who are

more dispersed around the community.

Prospects for RetireAustralia excellent. It

employs caring staff and provides

charming accommodation suitable for a

diverse range of people and budgets

and is offering an increasing range of

in-home services as well as specialist

medical assistance and facilities.

From FY2020 it will have available


a significant number of new

accommodation units in villages in

Brisbane and the Central Coast and,

while the market face challenges,

government policy initiatives are

positive and there are the underlying

demographics of Australia’s increasing

elderly population.

RetireAustralia’s underlying profit of

A$17.1 million was down on last year’s

A$33.7 million. Development margins of

A$1.4 million were down A$6.9 million

because of the lower number of new

units delivered. Realised gains on resales

of A$9.9 million were up slightly, but the

contribution from the value of the

deferred occupancy receivable was

down A$12.2 million from the prior year

while management costs were up


A$4.7 million.

Year Ended 31 March 201920182017

Residents4,9434,968 5,267

Serviced apartments465465 486

Independent Living Units3,5073,509 3,442

Unit resales244238 319

Resale cash gains per unitA$133,666A$131,513A$113,000

New unit sales1551 105

New unit average priceA$721,600A$621,588A$571,467

Occupancy receivable /unit

1

A$89,319 A$104,306 A$94,550

Embedded resale gain/unit

1

A$39,381 A$43,112 A$39,300

Underlying profit A$17.1m A$33.7m A$59.1m

Capex A$59.4m A$66.4m A$71.1m

Net external debt A$198.2m A$153.3m A$219.8m

Infratil’s holding valueNZ$290.4mNZ$319.0mNZ$278.2m

1. The values are estimates of average per unit value at that point in time. What RetireAustralia would

have received in cash for deferred occupancy fees and capital gains if all residents left and the

occupancy rights were resold on that particular date. The resale values were estimated by

independent valuers based on market and actual transactions.

2. The decline in RetireAustralia’s shareholders funds; reflected in the fall in Infratil’s holding value; was

due to a decline in the value of RetireAustralia’s investment properties resulting from lower achieved

sale prices and a change in valuation methodology.

Chair Mark Tume and Chief Operating Officer Simon Fawssett.

56
Other

Investments

Infratil Infrastructure

Properties (IIP)

(Infratil 100%)

Development of its Auckland Wynyard

Quarter property was IIP’s FY2019

priority, although in addition, $5.2 million

was realised from the sale of land in

Orewa and there was progress with

releasing Wellington’s Kilbirnie bus


depot site for sale or development.

The Wynyard Quarter is Auckland’s most

dynamic area of commercial and mixed

use development and in 2021 will also

host the Americas Cup Regatta. Well

before then IIP will have commissioned

its 154 room Travelodge hotel, 385 car

parks and retail/hospitality facilities.

Construction on the $66 million project


is now at the third of seven floors and is

running to timetable and budget for a

June 2020 completion. Further stages

remain under review subject to tenant

commitments.

In Kilbirnie, IIP has arranged an

alternative site for NZ Bus’ depot which

is now awaiting regulatory approvals.

Once these are granted construction of

the new depot will follow, clearing the

way for a sale or development of the

existing 2.4 hectare depot site. Kilbirnie

is one of the best large residential sites

available in Wellington with excellent

access to public transport,

infrastructure, shops, schools, parks and

beach. IIP achieved a zoning plan

change previously to allow medium

density apartments.

Australian Social

Infrastructure Partners

Last year the debt funding of the

Queensland schools was extended to

match the remaining 21 years of the life

of the concession. This is now a low-risk

bond-like investment.

Normalisation of the investment into


the Royal Adelaide Hospital is still

dependent on settlement of disputes

between the State government,

sub-contractors and capital providers.

The parties are working on a resolution

and normalisation of the investment is

expected for later in 2019.

It is likely that Infratil will seek to exit

these investments.

Clearvision Ventures Fund

Over the year Infratil increased its

investment in the fund by US$9.8 million

to US$19.5 million. The book value of the

investment as at 31 March 2019 was

NZ$26.8 million.

Infratil’s objective with undertaking


this investment is to gain hands on

experience with early stage businesses

in fields relevant to Infratil’s core

activities, early warnings about

technology and other potentially

disruptive developments, and to

generate a positive return.

An example of Clearvision’s investments

which fits this description is ChargePoint,

the owner of the world’s largest network

of vehicle recharging stations with

clients that include Apple, General

Motors, and the cities of San Francisco

and New York. In addition to its vehicle

recharging facilities, ChargePoint also

manages the data collection, electricity

purchases and sales, and provides

ancillary services.

Businesses Held For Sale

Over the last year Infratil progressed

the sale of a number of its businesses.

For the main part sale decisions

reflected a desire to recycle capital


into areas where better outcomes are

expected for Infratil’s shareholders, but

they also recognise that owning many

businesses can create an impression


of complexity which isn’t helpful for

transparency and value recognition.

NZ Bus

(Infratil 100%)

Infratil has agreed the sale of NZ Bus

with Next Capital, subject to regulatory

approvals and the approval of NZ Bus’

key contract counterparties. This

remains on track to close on about


30 June 2019.

On completion of the transaction

Infratil expects to receive proceeds

of approximately $160–$170 million,

after adjustments for working capital,

capital expenditure, and an earnout

mechanism.

At year end Infratil has impaired


the carrying value of the asset by

$27.9 million to reflect downside

uncertainty.

As with any divestment, there are

feelings of both disappointment and

pride. In its fourteen years of ownership

Infratil oversaw a major upgrade of the

NZ Bus fleet and systems. All the people

concerned worked very hard to deliver

the best possible public transport

service within the financial constraints

imposed by the regulatory model.

57
Snapper

(Infratil 100%)

Infratil has agreed the sale of its interest

in Snapper for nominal consideration

subject to regulatory and key

counterpart agreement. Settlement


is expected to be in June 2019.

Snapper was established in 2006 to

provide electronic public transport

ticketing services and a small-value

payments tool. Despite working well


on NZ Bus services and winning

international accolades Snapper

struggled for viability because of its

scale. When it was established it was

estimated that there were about


100 million public transport boardings

each year in New Zealand and it was

recognised that Snapper would have


to be used to pay for a large part of

them if it was to become viable.

Unfortunately when Auckland transport

authorities chose to use tax and rate

payer funding to build a competitor


it shrank the accessible market to

a sub-economic scale.

The new owner of Snapper also

operates in the ticketing field and will


be able to benefit from Snapper’s

technology while Snapper will benefit

from its owner’s scale.

Year Ended

31 March 20192018201720162015

EBITDAF$35.9m($5.8m)($14.1m)($6.4m)$14.1m

Net pre tax profit$27.6m($14.4m)($24.7m)($7.7m)$3.8m

Australian National University

Student Accommodation

Infratil has agreed the sale of its

economic interest in the ANU student

facilities with AMP Capital, subject


to the approval of key contract

counterparties, with settlement

expected to close in May 2019.


Net proceeds are expected to be

A$162 million.

This investment dates from August 2016

when Infratil acquired a 50% interest in

3,250 student units from ANU. Further

construction lifted this to 4,184 units by

31 March 2019, with a further 450 units

now under construction. The initial

investment was $84.8 million with


a further $9.1 million provided as

construction funding.

The sale crystallises the value

management has created through


the relationship built up with the

University and from their involvement

with the expansion initiatives. It also

captures the value of the low risk/return

requirements of the incoming investor.

However, the sale also reflects

recognition that Infratil’s goal of


owning a much larger portfolio of

student facilities is now unlikely.

Perth Energy Holdings (PEH)

(Infratil 80%)

Infratil is in negotiation with prospective

buyers of its interest in PEH with

settlement anticipated in FY2020.

The turnaround in PEH profitability is

almost complete with the business

posting an EBITDAF of $35.9 million


for FY2019 driven by the successful

execution of a Large Scale Renewable

Certificate transaction and material

growth in retail margins and volumes.

The book value of Infratil’s interest in PEH

as at 31 March 2019 was $89.3 million

with a further exposure through the

credit support of $36.8 million of PEH

borrowing.

The trajectory of PEH’s earnings over


the last five years has been quite

remarkable. A combination of negative

market developments and out-of-the-

money contracts saw earnings collapse

over 2015-2016 with a subsequent turn

around delivered by successful

management interventions.

PEH is now well positioned, but the

investment is no longer a fit with Infratil’s

strategic investment parameters.

PEH Earnings Evolution

58

59
Financial

Statements

For the year ended

31 March 2019

Consolidated Statement

of Comprehensive Income 60

Consolidated Statement


of Financial Position 61

Consolidated Statement


of Cash Flows 62

Consolidated Statement


of Changes in Equity 63

Notes to the Financial


Statements 65

Corporate Governance 113

60
Consolidated Statement

of Comprehensive Income

Notes

2019

$Millions

2018

$Millions*

Operating revenue10 1,333.2 1,200.8

Dividends2.6 1.2

Total revenue1,335.8 1,202.0

Share of earnings of associate companies6 106.4 31.9

Total income1,442.2 1,233.9

Depreciation13 145.1 135.6

Amortisation of intangibles14 15.3 15.9

Employee benefits90.8 87.7

Other operating expenses11 907.0 687.0

Total operating expenditure1,158.2 926.2

Operating surplus before financing, derivatives, realisations and impairments284.0307.7

Net gain/(loss) on foreign exchange and derivatives0.334.9

Net realisations, revaluations and (impairments)0.6 13.8

Interest income6.8 11.1

Interest expense155.3 161.6

Net financing expense148.5 150.5

Net surplus before taxation136.4 205.9

Taxation expense12 72.0 52.7

Net surplus for the year from continuing operations64.4 153.2

Net surplus/(loss) from discontinued operations after tax9 (12.0)7.3

Net surplus for the year52.4 160.5

Net surplus/(loss) attributable to owners of the Company(19.5)71.4

Net surplus attributable to non-controlling interest71.9 89.1

Other comprehensive income, after tax

Items that will not be reclassified to profit and loss:

Net change in fair value of property, plant & equipment recognised in equity (283.6)36.8

Share of associates other comprehensive income(11.6)(3.6)

Fair value movements in relation to the executive share scheme(0.1)(0.2)

Income tax effect of the above items69.821.9

Items that may subsequently be reclassified to profit and loss:

Differences arising on translation of foreign operations(18.9)(40.6)

Realisations on disposal of subsidiary, reclassified to profit and loss - -

Net change in fair value of equity investments at FVOCI2.6 3.6

Ineffective portion of hedges taken to profit and loss - -

Effective portion of changes in fair value of cash flow hedges5.9 3.2

Income tax effect of the above items(3.6)(2.8)

Total other comprehensive income/(loss) after tax(239.5)18.3

Total comprehensive income/(loss) for the year(187.1)178.8

Total comprehensive income for the year attributable to owners of the Company(164.3)67.7

Total comprehensive income for the year attributable to non-controlling interests(22.8)108.7

Earnings per share

Basic and diluted (cents per share) 4 (3.5)12.7

* Certain amounts have been restated to reflect adjustments relating to notes 9 and 23

The accompanying notes form part of these financial statements.

For the year ended 31 March 2019

61
Consolidated Statement

of Financial Position

Notes

2019

$Millions

2018

$Millions*

Cash and cash equivalents20.1 414.3 380.5

Trade and other accounts receivable and prepayments20.1 248.9 228.3

Derivative financial instruments20.4 17.8 2.9

Inventories - 4.2

Income tax receivable1.2 2.1

Assets held for sale9 521.8 -

Current assets1,204.0 618.0

Trade and other accounts receivable and prepayments - 2.5

Property, plant and equipment13 4,201.5 4,722.9

Investment properties86.5 81.9

Derivative financial instruments20.4 156.7 107.2

Intangible assets14 33.5 43.4

Goodwill 15 113.2 117.4

Investments in associates6 856.5 878.7

Other investments7 81.2 61.9

Non-current assets5,529.1 6,015.9

Total assets6,733.1 6,633.9

Accounts payable, accruals and other liabilities274.5 231.3

Interest bearing loans and borrowings

16 295.3 73.1

Derivative financial instruments20.4 32.2 27.6

Income tax payable9.3 23.6

Infrastructure bonds17 148.9 111.2

Trustpower bonds18 114.0 -

Wellington International Airport bonds19 25.0 -

Liabilities directly associated with the assets held for sale9 146.2 -

Total current liabilities1,045.4 466.8

Interest bearing loans and borrowings16 696.8 855.6

Other liabilities25.9 5.3

Deferred tax liability12.3 442.5 505.1

Derivative financial instruments20.4 85.339.0

Infrastructure bonds17 747.2 652.0

Perpetual Infratil Infrastructure bonds17 231.5 231.2

Trustpower bonds18 307.8 322.3

Wellington International Airport bonds and senior notes19 405.1 421.6

Non-current liabilities2,942.1 3,032.1

Attributable to owners of the Company1,647.1 1,935.6

Non-controlling interest in subsidiaries1,098.5 1,199.4

Total equity2,745.6 3,135.0

Total equity and liabilities6,733.1 6,633.9

Net tangible assets per share ($ per share)2.68 3.17

Approved on behalf of the Board on 16 May 2019


Alison Gerry Mark Tume

Director Director

* Certain amounts have been restated to reflect adjustments relating to notes 9 and 23

The accompanying notes form part of these financial statements.

For the year ended 31 March 2019

62
Notes

2019

$Millions

2018

$Millions

Cash flows from operating activities

Cash was provided from:

Receipts from customers1,825.6 1,764.4

Distributions received from associates52.2 38.6

Other dividends1.8 1.1

Interest received7.1 11.6

1,886.7 1,815.7

Cash was disbursed to:

Payments to suppliers and employees(1,388.7)(1,283.3)

Interest paid(149.3)(158.7)

Taxation paid(71.8)(77.9)

(1,609.8)(1,519.9)

Net cash inflow from operating activities24 276.9 295.8

Cash flows from investing activities

Cash was provided from:

Proceeds from sale of associates - 176.7

Proceeds from sale of subsidiaries (net of cash sold) - 10.4

Proceeds from sale of property, plant and equipment12.9 7.5

Proceeds from investment properties - -

Proceeds from sale of investments5.9 237.9

Return of security deposits-13.2

18.8445.7

Cash was disbursed to:

Purchase of investments(69.9)(76.7)

Lodgement of security deposits(2.7)(3.5)

Purchase of intangible assets(8.3)(10.0)

Interest capitalised on construction of fixed assets - -

Purchase of shares in subsidiaries(109.3) -

Purchase of property, plant and equipment(258.2)(233.6)

(448.4)(323.8)

Net cash inflow/(outflow) from investing activities(429.6)121.9

Cash flows from financing activities

Cash was provided from:

Sale of shares in non-wholly owned subsidiary6.3 -

Proceeds from issue of shares to non-controlling interests92.6 -

Bank borrowings346.7 240.7

Issue of bonds346.2 243.2

791.8483.9

Cash was disbursed to:

Repayment of bank debt(229.8)(318.7)

Loan establishment costs(10.8)(2.2)

Repayment of bonds/Perpetual Infratil Infrastructure bonds buyback(111.4)(289.4)

Infrastructure bond issue expenses(6.9)(3.0)

Share buyback - (0.8)

Share buyback of non-wholly owned subsidiary-(19.4)

Dividends paid to non-controlling shareholders in subsidiary companies(117.7)(73.6)

Dividends paid to owners of the Company3 (95.1)(89.6)

(571.7)(796.7)

Net cash inflow/(outflow) from financing activities220.1 (312.8)

Net increase/(decrease) in cash and cash equivalents67.4104.9

Foreign exchange gains/(losses) on cash and cash equivalents(4.0)6.8

Cash and cash equivalents at beginning of the year380.5 268.8

Adjustment for cash classified as assets held for sale9 (29.6) -

Cash and cash equivalents at end of the year414.3 380.5

Consolidated Statement

of Cash Flows

The accompanying notes form part of these financial statements.

For the year ended 31 March 2019

63
Consolidated Statement

of Changes in Equity

The accompanying notes form part of these financial statements.

Capital

$Millions

Revaluation

reserve

$Millions

Foreign

currency

translation

reserve

$Millions

Other

reserves

$Millions

Retained

earnings

$Millions

To ta l

$Millions

Non-

controlling

$Millions

Total


equity

$Millions

Balance as at 1 April 2018361.8 798.2 (42.4)(0.5)818.5 1,935.6 1,199.4 3,135.0

Adjustment on initial application of


IFRS 15 (net of tax) - - - - 10.6 10.6 10.2 20.8

Adjusted balance as at 1 April 2018361.8 798.2 (42.4)(0.5)829.1 1,946.2 1,209.6 3,155.8

Total comprehensive income for the year

Net surplus for the year - - - - (19.5)(19.5)71.9 52.4

Disposal of revalued assets - 0.2 - - (0.2) - - -

Other comprehensive income, after tax

Differences arising on translation


of foreign operations - - (21.9) - - (21.9)0.2 (21.7)

Realisations on disposal of subsidiary,

reclassified to profit and loss - - - - - - - -

Net change in fair value of equity

investments at FVOCI - - - 2.6 - 2.6 - 2.6

Ineffective portion of hedges taken


to profit and loss - - - - - - - -

Effective portion of changes in fair


value of cash flow hedges - - - (1.1) - (1.1)6.2 5.1

Fair value movements in relation to


the executive share scheme - - - 0.6 - 0.6 - 0.6

Fair value change of property, plant


& equipment recognised in equity - (113.4) - - - (113.4)(101.1)(214.5)

Share of associates other


comprehensive income - - - - (11.6)(11.6) - (11.6)

Total other comprehensive income - (113.4)(21.9)2.1 (11.6)(144.8)(94.7)(239.5)

Total comprehensive income for the year - (113.2)(21.9)2.1 (31.3)(164.3)(22.8)(187.1)

Contributions by and distributions to

non-controlling interest

Non-controlling interest arising on

acquisition of subsidiary - - - - - - - -

Issue of shares to non-controlling

interests - - - - - - 92.6 92.6

Issue/(acquisition) of shares held by

outside equity interest - - - (39.7) - (39.7)(63.2)(102.9)

Total contributions by and distributions


to non-controlling interest - - - (39.7) - (39.7)29.4 (10.3)

Contributions by and distributions


to owners

Share buyback - - - - - - - -

Dividends to equity holders - - - - (95.1)(95.1)(117.7)(212.8)

Total contributions by and distributions


to owners - - - - (95.1)(95.1)(117.7)(212.8)

Balance at 31 March 2019361.8 685.0 (64.3)(38.1)702.7 1,647.1 1,098.5 2,745.6

For the year ended 31 March 2019

64
Consolidated Statement

of Changes in Equity

Note

Capital

$Millions

Revaluation


reserve

$Millions

Foreign

currency

translation

reserve

$Millions

Other


reserves

$Millions

Retained


earnings

$Millions

To ta l

$Millions

Non-

controlling

$Millions

Total


equity

$Millions

Balance as at 1 April 2017364.2 810.1 (0.2)(4.9)789.1 1,958.3 1,182.6 3,140.9

Power purchase arrangements

restatement23 - (23.0) - - 23.0 - - -

Adjusted balance as at 1 April 2017364.2 787.1 (0.2)(4.9)812.1 1,958.3 1,182.6 3,140.9

Total comprehensive income


for the year

Net surplus for the year - - - - 71.4 71.4 89.1 160.5

Other comprehensive income,


after tax

Differences arising on translation of

foreign operations - (0.8)(42.2) - - (43.0)0.4 (42.6)

Realisations on disposal of subsidiary,

reclassified to profit and loss - - - - - - - -

Net change in fair value of equity

investments at FVOCI - - - 3.6 - 3.6 - 3.6

Ineffective portion of hedges taken


to profit and loss - - - - - - - -

Effective portion of changes in fair

value of cash flow hedges - - - 1.0 - 1.0 1.1 2.1

Fair value movements in relation to


the executive share scheme - - - (0.2) - (0.2) - (0.2)

Fair value change of property, plant


& equipment recognised in equity - 11.9 - - 27.8 39.7 19.2 58.9

Share of associates other

comprehensive income - - - - (3.6)(3.6) - (3.6)

Total other comprehensive income - 11.1 (42.2)4.4 24.2 (2.5)20.7 18.2

Total comprehensive income


for the year - 11.1 (42.2)4.4 95.6 68.9 109.8 178.7

Contributions by and distributions


to non-controlling interest

Non-controlling interest arising


on acquisition of subsidiary - - - - - - - -

Issue of shares to non-controlling

interests - - - - - - - -

Issue/(acquisition) of shares held


by outside equity interest - - - - 0.4 0.4 (19.4)(19.0)

Total contributions by and

distributions to non-controlling

interest - - - - 0.4 0.4 (19.4)(19.0)

Contributions by and distributions


to owners

Share buyback(2.4) - - - - (2.4) - (2.4)

Dividends to equity holders - - - - (89.6)(89.6)(73.6)(163.2)

Total contributions by and

distributions to owners(2.4) - - - (89.6)(92.0)(73.6)(165.6)

Balance at 31 March 2018361.8 798.2 (42.4)(0.5)818.5 1,935.6 1,199.4 3,135.0

The accompanying notes form part of these financial statements.

For the year ended 31 March 2019

65
Notes to the Financial

Statements

1 Accounting policies

A Reporting entity

Infratil Limited ('the Company') is a company domiciled in

New Zealand and registered under the Companies Act 1993. The

Company is listed on the NZX Main Board ('NZX') and Australian

Securities Exchange ('ASX'), and is an FMC Reporting Entity

in terms of Part 7 of the Financial Markets Conduct Act 2013.

B Basis of preparation

The financial statements have been prepared in accordance

with New Zealand Generally Accepted Accounting Practice (‘NZ

GAAP’) and comply with New Zealand equivalents to International

Financial Reporting Standards ('NZ IFRS') and other applicable

financial reporting standards as appropriate for profit-oriented

entities. The consolidated financial statements comprise the

Company, its subsidiaries and associates ('the Group'). The

presentation currency used in the preparation of these financial

statements is New Zealand dollars, which is also the Group's

functional currency, and is presented in $Millions unless otherwise

stated. The principal accounting policies adopted in the

preparation of these financial statements are set out below.


These policies have been consistently applied to all the periods

presented, unless otherwise stated. Comparative figures have

been restated where appropriate to ensure consistency with the

current period.

The financial statements comprise statements of the following:

comprehensive income; financial position; changes in equity;


cash flows; significant accounting policies; and the notes to those

statements. The financial statements are prepared on the basis

of historical cost, except certain property, plant and equipment

which is valued in accordance with accounting policy (D),

investment property valued in accordance with accounting

policy (E), investments valued in accordance with accounting

policy (G), and financial derivatives valued in accordance with

accounting policy (K).

Accounting estimates and judgements

The preparation of financial statements in conformity with NZ IFRS

requires management to make estimates and assumptions that

affect the reported amounts of assets and liabilities at the date of

the financial statements and the reported amounts of revenues

and expenses during the reporting period. Future outcomes could

differ from those estimates. The principal areas of judgement in

preparing these financial statements are set out below.

Valuation of property, plant and equipment and investment

properties

The basis of valuation for the Group's property, plant and

equipment and investment properties is fair value by independent

valuers, or cost. The basis of the valuations include assessment


of the net present value of the future earnings of the assets,

the depreciated replacement cost, and other market based

information, in accordance with asset valuation standards. The

major inputs and assumptions that are used in the valuations

that require judgement include projections of future revenues,

sales volumes, operational and capital expenditure profiles,

capacity, life assumptions, terminal values for each asset, the

application of discount rates and replacement values. The key

inputs and assumptions are reassessed at each balance date

between valuations to ensure there has been no significant

change that may impact the valuation.

With respect to assets held at cost, judgements must be


made about whether costs incurred relate to bringing an asset

to its working condition for its intended use, and therefore are

appropriate for capitalisation as part of the cost of the asset. The

determination of the appropriate life for a particular asset requires

judgements about, among other factors, the expected future

economic benefits of the asset and the likelihood of obsolescence.

Assessing whether an asset is impaired involves estimating the

future cash flows that the asset is expected to generate. This will, in

turn, involve a number of assumptions, including rates of expected

revenue growth or decline, expected future margins, terminal values

and the selection of an appropriate discount rate for valuing future

cash flows.

Valuation of investments including Associates

Infratil completes an assessment of the carrying value of

investments at least annually and considers objective evidence


for impairment on each investment, taking into account observable

data on the investment, the status or context of markets, its own

view of fair value, and its long-term investment intentions. Infratil

notes the following matters which are specifically considered in

terms of objective evidence of impairment of its investments,


and whether there is a significant or prolonged decline from cost,

which should be recorded as an impairment, and taken to profit

and loss: any known loss events that have occurred since the

initial recognition date of the investments, including its investment

performance, its long-term investment horizon, specific initiatives

which reflect the strategic or influential nature of its existing

investment position and internal valuations; and the state of

markets. The assessment also requires judgements about the

expected future performance and cash flows of the investment.

Accounting for income taxes

Preparation of the financial statements requires estimates of the

amount of tax that will ultimately be payable, the availability


and recognition of losses to be carried forward and the amount

of foreign tax credits that will be received.

Non-current assets and disposal groups held for sale

Classification of non-current assets and disposal groups held for

sale requires an assessment as to whether the carrying amount of

an asset will be recovered principally through a sale transaction

rather than through continuing use, and amongst other assessments

whether a sale is considered highly probable. This classification also

requires an assessment of the anticipated fair value less costs to sell.

Goodwill

The carrying value of goodwill is subject to an annual impairment

test to ensure the carrying value does not exceed the recoverable

amount at balance date. For the purpose of impairment


testing, goodwill is allocated to the individual cash-generating

units to which it relates. Any impairment losses are recognised in

the statement of comprehensive income. In determining the

recoverable amount of goodwill, fair value is assessed, including

the use of valuation models to calculate the present value of

expected future cash flows of the cash-generating units, and

where available with reference to Listed prices. The major inputs

and assumptions requiring judgement that are used in the

models, include forecasts of sales volumes and revenues, future

prices and costs, terminal values and discount rates.

For the year ended 31 March 2019

66
Derivatives

Certain derivatives are classified as financial assets or financial

liabilities at fair value through profit or loss. The key assumptions

and risk factors for these derivatives relate to energy price hedges

and their valuation. Energy price hedges are valued with reference

to financial models of future energy prices or market values for the

relevant derivative. Accounting judgements have been made in

determining hedge designation for the different types of derivatives

employed by the Group to hedge risk exposures. Other derivatives

including interest rate instruments and foreign exchange contracts

are valued based on market information and prices.

Revenue

Judgement is required to be exercised when determining

estimated sales for unbilled revenues at balance date.

Specifically, this involves estimates of consumption or sales to

customers, turnover for turnover based rents and customer/

passenger volumes.

Provision for doubtful debts

Provisions are maintained for estimated losses incurred from

customers being unable to make required payments. These

provisions take into account known commercial factors impacting

specific customer accounts, as well as the overall profile of the

debtor portfolio. In assessing the provision, factors such as past

collection history, the age of receivable balances, the level of

activity in customer accounts, as well as general macro-economic

trends, are also taken into account.

C Basis of preparing consolidated financial statements

Principles of consolidation

The consolidated financial statements are prepared by combining

the financial statements of all the entities that comprise the

consolidated entity. A list of significant subsidiaries and associates

is shown in Note 8. Consistent accounting policies are employed


in the preparation and presentation of the Group financial

statements.

D Property, plant and equipment

Property, plant and equipment ('PPE') is recorded at cost less

accumulated depreciation and accumulated impairment losses

(or fair value on acquisition), or at valuation, with valuations

undertaken on a systematic basis. No individual asset is included at

a valuation undertaken more than five years previously. PPE that is

revalued, is revalued to its fair value determined by an independent

valuer or by the Directors with reference to independent experts, in

accordance with NZ IAS 16 Property, Plant and Equipment. Where

the assets are of a specialised nature and do not have observable

market values in their existing use, depreciated replacement cost is

used as the basis of the valuation. Depreciated replacement cost

measures net current value as the most efficient, lowest cost which

would replace existing assets and offer the same amount of utility

in their present use. For non-specialised assets where there is no

observable market an income based approach is used.

Land, buildings, leasehold improvements and civil works are

measured at fair value or cost.

Renewable and non-renewable generation assets are shown at

fair value, based on periodic valuations by independent external

valuers or by Directors with reference to independent experts, less

subsequent depreciation.

Depreciation is provided on a straight line basis and the major

depreciation periods (in years) are:

Buildings and civil works 5-80

Vehicles, plant and equipment3-20

Renewable generation 12-200

Non-renewable generation

assets

30-40

Metering equipment6-20

Landnot depreciated

Capital work in progressnot depreciated until asset in use

E Investment property

Investment property is property held to earn rental income.

Investment property is measured at fair value with any change

therein recognised in profit or loss. Property that is being

constructed for future use as investment property is measured at

fair value and classified as investment property.

F Receivables

Receivables, classified as loans and receivables, are initially

recognised at fair value and subsequently measured at amortised

cost, less any provision for impairment. A provision for impairment

is established when there is objective evidence that the Group will

not be able to collect the amount due.

G Investments

Equity investments designated at Fair Value Through Other

Comprehensive Income, are stated at fair value, with any resulting

gain or loss recognised in other comprehensive income, except

for dividends. Unlike NZ IAS 39, the accumulated fair value reserve

related to these investments will never be reclassified to profit or

loss. The fair value of shares are quoted bid price where there is

a quoted market bid price, or cost if fair value cannot be reliably

measured. Equity instruments are deemed to be impaired when

there is a significant or prolonged decline in fair value below the

original purchase price or there is other objective evidence that

the investment is impaired. Investments classified as Financial

Assets at Fair Value Through Profit or Loss, are stated at fair

value, with any resulting gain or loss recognised in profit or loss.

H Other intangible assets

Intangible customer base assets

Costs incurred in acquiring customers are recorded based on


the directly attributable costs of obtaining the customer contract

and are amortised on a straight line basis over the period of the

expected benefit. This period has been assessed as between 12

years and 20 years depending on the nature of the customer

and term of the contract. The carrying value is reviewed for any

indication of impairment on an annual basis and adjusted where

it is considered necessary.

67
Computer software

Acquired computer software licenses are capitalised on the basis


of the costs incurred to acquire and bring to use the specific

software. These costs are amortised over three years on a straight

line basis except for major pieces of billing system software which are

amortised over no more than seven years on a straight line basis.

I Non-current assets and disposal groups held for sale

Non-current assets and disposal groups classified as held for sale

are measured at the lower of carrying amount or fair value less

costs to sell. Non-current assets and disposal groups are classified

as held for sale if their carrying amount will be recovered through

a sale transaction rather than through continuing use. This

condition is regarded as met only when the sale is highly probable

and the asset (or disposal group) is available for immediate

sale in its present condition and the sale of the asset (or disposal

group) is expected to be completed within one year from the date

of classification.

J Taxation

Income tax comprises both current and deferred tax. Current tax

is the expected tax payable on the taxable income for the year,

using tax rates enacted or substantively enacted at the balance

date, and any adjustment to tax payable in respect of previous

years. Deferred tax is recognised in respect of the differences

between the carrying amounts of assets and liabilities for financial

reporting purposes and the carrying amounts used for taxation

purposes.

The amount of deferred tax provided is based on the expected

manner of realisation or settlement of the carrying amount


of assets and liabilities, using tax rates enacted or substantively

enacted at the balance sheet date. A deferred tax asset is

recognised only to the extent that it is probable that future

taxable profits will be available against which the asset can

be utilised, or there are deferred tax liabilities to offset it.

K Derivative financial instruments

When appropriate, the Group enters into agreements to manage

its interest rate, foreign exchange, operating and investment risks.

In accordance with the Group’s risk management policies, the

Group does not hold or issue derivative financial instruments for

speculative purposes. However, certain derivatives do not qualify

for hedge accounting and are required to be accounted for at fair

value through profit or loss. Derivative financial instruments are

recognised initially at fair value at the date they are entered into.

Subsequent to initial recognition, derivative financial instruments

are stated at fair value at each balance sheet date. The resulting

gain or loss is recognised in the profit or loss immediately unless the

derivative is designated effective as a hedging instrument, in which

event, recognition of any resultant gain or loss depends on the

nature of the hedging relationship. The Group identifies certain

derivatives as hedges of highly probable forecast transactions to

the extent the hedge meets the hedge designation tests.

Hedge accounting

The Group designates certain hedging instruments as either


cash flow hedges or hedges of net investments in equity. At the

inception of the hedge relationship the Group documents the

relationship between the hedging instrument and hedged item,

along with its risk management objectives and its strategy for

undertaking various hedge transactions. Furthermore, at the

inception of the hedge and on an on-going basis, the Group

documents whether the hedging instrument that is used in the

hedging relationship is highly effective in offsetting changes in


fair values or cash flows of the hedged item.

The effective portion of changes in the fair value of derivatives

that are designated and qualify as cash flow hedges are

recognised in other comprehensive income and presented in

equity. The gain or loss relating to the ineffective portion is

recognised in profit or loss. Amounts presented in equity are

recognised in profit or loss in the periods when the hedged


item is recognised in profit or loss.

Hedge accounting is discontinued when the Group revokes


the hedging relationship, the hedging instrument expires or is

sold, terminated, or exercised, or no longer qualifies for hedge

accounting. Any cumulative gain or loss recognised in equity

at that time remains in equity and is recognised when the

forecast transaction is ultimately recognised in profit or loss.

When a forecast transaction is no longer expected to occur,

the cumulative gain or loss that was recognised in equity is

recognised in profit or loss.

Foreign currency differences arising on the retranslation of a

financial liability designated as a hedge of a net investment


in a foreign operation are recognised directly in equity, in the

foreign currency translation reserve, to the extent that the hedge

is effective. To the extent that the hedge is ineffective, such

differences are recognised in profit or loss. When the hedged

net investment is disposed of, the cumulative amount in equity

is transferred to profit or loss as an adjustment to the profit or

loss on disposal.

L Foreign currency transactions

Transactions in foreign currencies are translated to the

respective functional currencies of Group entities at exchange rates

at the dates of the transactions. Monetary assets and liabilities

denominated in foreign currencies at the reporting date are

translated to the functional currency at the exchange rate at that

date. The foreign currency gain or loss on monetary items is the

difference between amortised cost in the functional currency at

the beginning of the period, adjusted for interest and payments

during the period, and the amortised cost in foreign currency

translated at the exchange rate at the end of the period. Non-

monetary assets and liabilities denominated in foreign currencies

that are measured at fair value are translated to the functional

currency at the exchange rate at the date that the fair value was

determined. Foreign currency differences arising on translation

are recognised in profit or loss, except for differences arising on

the translation of the net investment in a foreign operation.

Foreign operations

The assets and liabilities of foreign operations including goodwill


and fair value adjustments arising on acquisition, are translated

to New Zealand dollars at exchange rates at the reporting date.

The income and expenses of foreign operations are translated to

New Zealand dollars at the average rate for the reporting period.

68
M Impairment of assets

At each reporting date, the Group reviews the carrying amounts of

its assets to determine whether there is any indication that those

assets have suffered an impairment loss. If any such indication

exists, the recoverable amount of the asset is estimated in order to

determine the extent of the impairment loss (if any). Where the

asset does not generate cash flows that are independent from

other assets, the Group estimates the recoverable amount of the

cash-generating unit to which the asset belongs. Goodwill,

intangible assets with indefinite useful lives and intangible assets

not yet available for use are tested for impairment annually and

whenever there is an indication that the asset may be impaired.

N Revenue recognition

Revenue is measured based on the consideration specified in a

contract with a customer. The Group recognises revenue when it

transfers control over a good or service to a customer.

Interest revenues are recognised as accrued, taking into account

the effective yield of the financial asset. Revenue from services is

recognised in the profit or loss over the period of service. Dividend

income is recognised when the right to receive the payment is

established.

O Borrowings

Borrowings are recorded initially at fair value, net of transaction

costs. Subsequent to initial recognition, borrowings are measured

at amortised cost with any difference between the initial

recognised amount and the redemption value being recognised

in profit or loss over the period of the borrowing using the effective

interest rate. Bond and bank debt issue expenses, fees and other

costs incurred in arranging finance are capitalised and amortised

over the term of the relevant debt instrument or debt facility.

P Discontinued operations

Classification as a discontinued operation occurs on disposal,

or when the operation meets the criteria to be classified as a non-

current asset or disposal group held for sale (see note (I)), if earlier.

When an operation is classified as a discontinued operation, the

comparative statement of comprehensive income is re-presented

as if the operation had been discontinued from the start of the

comparative year.

Q Segment reporting

An operating segment is a component of the Group that

engages in business activities from which it may earn revenues

and incur expenses, including revenues and expenses that relate

to transactions with any of the Group’s other components. All

operating segments’ operating results are reviewed regularly by

the Group’s Board of Directors to make decisions about resources

to be allocated to the segment and assess its performance, and

for which discrete financial information is available.

The Group is organised into seven main business segments,

Trustpower, Tilt Renewables, Wellington International Airport,


NZ Bus, Perth Energy, Associate Companies and Other. Other

comprises investment activity not included in the specific

categories.

R Changes in accounting policies

The Group has adopted NZ IFRS 9 Financial Instruments and NZ

IFRS 15 Revenue from Contracts with Customers from 1 April 2018.

NZ IFRS 9 Financial Instruments

NZ IFRS 9 includes revised guidance on the classification and

measurement of financial instruments, a new expected credit loss

model for calculating impairment on financial assets, and new

general hedge accounting requirements. It also carries forward

the guidance on recognition and derecognition of financial

instruments from NZ IAS 39 Financial Instruments: Recognition


and Measurement, which NZ IFRS 9 replaces. The adoption of

this accounting standard has not had a material impact on the

financial statements.

NZ IFRS 15 Revenue from Contracts with Customers

NZ IFRS 15 establishes a comprehensive framework for

determining whether, how much and when revenue is recognised.

It replaces existing revenue recognition guidance, including NZ IAS

18 Revenue, NZ IAS 11 Construction Contracts and IFRIC 13

Customer Loyalty Programmes.

The Group has adopted IFRS 15 using the cumulative effect

method (without practical expedients), with the effect of initially

applying this standard recognised at the date of initial application

(1 April 2018). Accordingly, the information presented for the

comparative period has not been restated – i.e. it is presented, as

previously reported, under NZ IAS 18, NZ IAS 11 and related

interpretations.

The main effect of adopting this standard is a change to

Trustpower’s accounting policy relating to the treatment of

incremental costs directly incurred acquiring new customers and

retaining existing customers. Trustpower’s previous policy was


to expense these costs immediately in the period in which they

occurred. The new policy will see costs that directly benefit the

customer amortised over the period of the fixed term contract

(which averages approximately two years). All other costs are

amortised on a straight line basis over the expected average

customer tenure of four years.

The following table summarises the impact of adopting NZ IFRS 15

on the Group’s statement of financial position as at 1 April 2018.

There was no material impact on the statement of comprehensive

income and the statement of cash flows for the year ended


31 March 2019.

Consolidated statement of financial position effect

As reported at

31 March 2018

$Millions

Adjustment

$Millions

Amounts with

adoption of


NZ IFRS 15

$Millions

Retained Earnings818.510.6 829.1

Non-controlling interest1,199.410.2 1,209.6

Trade and other


accounts receivable

and prepayments228.3 28.9 257.2

Deferred tax liability505.18.1 513.2

S Adoption status of relevant new financial reporting

standards and interpretations

The following new standards, amendments to standards and

interpretations are issued but not yet effective and have not been

applied in preparation of these consolidated financial statements.

69
NZ IFRS 16 Leases

NZ IFRS 16 Leases, removes the classification of leases as either

operating leases or finance leases – for the lessee – effectively

treating all leases as finance leases. Lessor accounting remains

similar to current practice – i.e. lessors continue to classify leases

as finance and operating. The standard is effective for annual

reporting periods beginning on or after 1 January 2019.

The impact of the standard has the effect of taking the current

leases that the Group is committed to and recognising leased

assets and liabilities in the balance sheet. As disclosed in Note 21,

as at 31 March 2019 the Group has commitments of $103.2 million

classified as operating leases relating to the lease of premises

and the hire of plant and equipment. The actual impact of

adopting the standard will differ to this commitment. The Group

has not yet finalised its assessment of NZ IFRS 16.

2 Nature of business

The Group owns and operates infrastructure and utility businesses

and investments in New Zealand, Australia and the United States.

The Company is a limited liability company incorporated and

domiciled in New Zealand. The address of its registered office is

5 Market Lane, Wellington, New Zealand.

More information on the individual businesses is contained in Note

5 (Operating segments) and Note 6 (Investments in associates)

including the relative contributions to total revenue and expenses

of the Group.

3 Infratil shares and dividends

Ordinary shares (fully paid)

20192018

Total issued capital at the

beginning of the year559,278,166 560,053,166

Movements in issued and

fully paid ordinary shares

during the year:

Share buyback - (775,000)

Total issued capital at the


end of the year559,278,166 559,278,166

All fully paid ordinary shares have equal voting rights and share

equally in dividends and equity. At 31 March 2019 the Group held

775,000 shares as Treasury Stock (31 March 2018: 775,000).

Dividends paid on ordinary shares

2019

Cents per

share

2018

Cents per

share

2019

$Millions

2018

$Millions

Final dividend

prior year10.75 10.00 60.1 56.0

Interim

dividend

current year6.25 6.00 35.0 33.6

Dividends paid

on ordinary

shares17.00 16.00 95.1 89.6

4 Earnings per share

2019

$Millions

2018

$Millions

Net surplus attributable to

ordinary shareholders (19.5)71.4

Basic earnings per share (cps)(3.5)12.7

Weighted average number of

ordinary shares

Issued ordinary shares at 1 April 559.3 560.1

Effect of new shares issued under

Executive Share Scheme - -

Effect of shares issued through

dividend reinvestment plan - -

Effect of shares bought back - -

Weighted average number of

ordinary shares at end of year 559.3 560.1

70
5 Operating segments

Reportable segments of the Group are analysed by significant businesses. The Group has seven reportable segments, as

described below:

Trustpower and Tilt Renewables are renewable generation investments, Wellington International Airport is an airport investment,


NZ Bus is a transportation investment and Perth Energy is a non-renewable generation investment in Western Australia. Associates

comprises Infratil’s investments that aren’t consolidated for financial reporting purposes including Canberra Data Centres,

RetireAustralia, ANU Student Accommodation and Longroad Energy. Further information on these investments is outlined in Note 6.

The Group’s investments in NZ Bus, Perth Energy, ANU Student Accommodation and Snapper were classified as Held for Sale and

treated as Discontinued Operations as at 31 March 2019. Further information on these investments is outlined in Note 9. All other

segments and corporate includes predominately the activities of the Parent Company. The group has no significant reliance on any

one customer.

Trustpower

New Zealand

$Millions

Tilt

Renewables

Australasia

$Millions

Wellington

International

Airport

New Zealand

$Millions

NZ Bus

New Zealand

$Millions

Perth

Energy

Australia

$Millions

Associates

$Millions

All other

segments

and

corporate

New

Zealand

$Millions

Eliminations

and

discontinued

operations

$Millions

Total from

continuing

operations

$Millions

For the year ended

31 March 2019

Segment revenue1,030.1 207.1 137.9 184.2 269.9 - 158.6 (461.3)1,526.5

Share of earnings of

associate companies - - - - - 119.2 - (12.8)106.4

Inter-segment revenue - - - - - - (147.8)(42.9)(190.7)

Segment revenue - external1,030.1 207.1 137.9 184.2 269.9 119.2 10.8 (517.0)1,442.2

Operating expenses

(excluding depreciation


and amortisation)(807.9)(62.7)(36.5)(166.8)(234.0) - (142.4)452.5 (997.8)

Interest income1.4 1.4 0.3 - 0.2 - 13.3 (9.8)6.8

Interest expense(29.6)(33.6)(19.7)(7.1)(7.6) - (73.3)15.6 (155.3)

Depreciation and

amortisation(47.2)(89.5)(23.7)(21.1)(6.0) - (0.6)27.7 (160.4)

Net gain/(loss) on foreign

exchange and derivatives(5.8)(2.1)1.2 - - - 7.0 - 0.3

Net realisations, revaluations

and (impairments)(10.9) - 4.8 (29.2) - - 3.5 32.4 0.6

Taxation expense(37.5)(7.4)(0.2)4.2 (12.1) - (30.3)11.3 (72.0)

Segment profit/(loss)92.6 13.2 64.1 (35.8)10.4 119.2 (212.0)12.7 64.4

Investments in associates - - - - - 964.7 - (108.2)856.5

Total non-current assets

(excluding derivatives


and deferred tax) 2,070.7 1,114.7 1,213.6 174.8 107.7 964.7 117.1 (390.9)5,372.4

Total assets2,314.5 1,601.0 1,260.5 200.0 211.3 964.7 181.1 - 6,733.1

Total liabilities965.5 915.8 656.9 29.7 110.5 - 1,309.1 - 3,987.5

Capital expenditure and

investments27.7127.1 72.1 45.9 0.4 139.0 27.8 (55.6)384.4

71
Trustpower

New Zealand

$Millions

Tilt

Renewables

Australasia

$Millions

Wellington

International

Airport

New Zealand

$Millions

NZ Bus

New Zealand

$Millions

Perth

Energy

Australia

$Millions

Associates

$Millions

All other

segments and

corporate

New Zealand

$Millions

Eliminations

and

discontinued

operations

$Millions

Total from

continuing

operations

$Millions

For the year ended

31 March 2018

Segment revenue979.4 171.0 128.6 218.7 306.7 - 112.9 (565.3)1,352.0

Share of earnings of

associate companies - - - - - 46.3 - (14.4)31.9

Inter-segment revenue - - - - - - (104.7)(45.3)(150.0)

Segment revenue - external979.4 171.0 128.6 218.7 306.7 46.3 8.2 (625.0)1,233.9

Operating expenses

(excluding depreciation

and amortisation)(709.6)(58.7)(33.2)(185.3)(312.5) - (32.3)556.9 (774.7)

Interest income1.6 1.2 0.9 0.1 0.3 - 14.1 (7.1)11.1

Interest expense(35.8)(33.0)(19.3)(5.7)(7.5) - (75.7)15.4 (161.6)

Depreciation and

amortisation(46.7)(83.6)(23.6)(32.9)(5.7) - (0.4)41.4 (151.5)

Net gain/(loss) on foreign

exchange and derivatives(3.1)28.4 1.9 - - - 7.3 0.4 34.9

Net realisations, revaluations

and (impairments)(5.1) - 11.5 (1.2) - - 7.3 1.3 13.8

Taxation expense(51.4)(7.1)(4.2)3.1 (3.1) - 0.8 9.2 (52.7)

Segment profit/(loss)129.3 18.2 62.6 (3.2)(21.8)46.3 (70.7)(7.5)153.2

Investments in associates

(including those held for sale) - - - - - 878.7 - - 878.7

Total non-current assets

(excluding derivatives and

deferred tax) 2,255.2 1,244.8 1,146.1 182.2 107.7 878.7 94.0 - 5,908.7

Total assets2,401.2 1,436.4 1,187.0 196.2 157.9 878.7 376.5 - 6,633.9

Total liabilities887.1 894.8 601.7 41.6 80.8 - 992.9 - 3,498.9

Capital expenditure and

investments27.9 90.5 85.1 19.1 1.1 85.4 9.7 (23.7)295.1

72
Entity wide disclosure – geographical

The Group operates in two principal areas, New Zealand and Australia, as well as having certain investments in the United States.

The Group’s geographical segments are based on the location of both customers and assets.

New Zealand

$Millions

Australia

$Millions

United States

$Millions

Eliminations and

discontinued

operations

$Millions

Total from

continuing

operations

$Millions

For the year ended 31 March 2019

Segment revenue1,555.8 432.0 - (461.3)1,526.5

Share of earnings of associate companies - 72.7 46.5 (12.8)106.4

Inter-segment revenue(147.8) - - (42.9)(190.7)

Segment revenue – external1,408.0 504.7 46.5 (517.0)1,442.2

Operating expenses


(excluding depreciation and amortisation)(1,214.4)(235.9) - 452.5 (997.8)

Interest income15.1 1.5 - (9.8)6.8

Interest expense(135.2)(35.7) - 15.6 (155.3)

Depreciation and amortisation(116.0)(72.1) - 27.7 (160.4)

Net gain/(loss) on foreign exchange and derivatives0.8(0.5) - - 0.3

Net realisations, revaluations and (impairments)(31.8) - - 32.4 0.6

Taxation expense(62.8)(20.5) - 11.3 (72.0)

Segment profit/(loss)(136.3)141.546.5 12.7 64.4

Investments in associates - 953.9 10.8 (108.2)856.5

Total non-current assets


(excluding derivatives and deferred tax) 3,763.11,962.6 37.6 (390.9)5,372.4

Total assets4,173.22,522.3 37.6 - 6,733.1

Total liabilities3,115.2872.2 - - 3,987.4

Capital expenditure and investments161.9176.6 101.5 (55.6)384.4

For the year ended 31 March 2018

Segment revenue1,446.3 471.0 - (565.3)1,352.0

Share of earnings of associate companies - 66.0 (19.7)(14.4)31.9

Inter-segment revenue(104.7) - - (45.3)(150.0)

Segment revenue – external1,341.6 537.0 (19.7)(625.0)1,233.9

Operating expenses


(excluding depreciation and amortisation)(1,015.6)(316.0) - 556.9 (774.7)

Interest income16.5 1.7 - (7.1)11.1

Interest expense(139.2)(37.8) - 15.4 (161.6)

Depreciation and amortisation(125.6)(67.3) - 41.4 (151.5)

Net gain/(loss) on foreign exchange and derivatives5.1 29.4 - 0.4 34.9

Net realisations, revaluations and (impairments)12.2 0.3 - 1.3 13.8

Taxation expense(42.0)(19.9) - 9.2 (52.7)

Segment profit/(loss)53.0127.4 (19.7)(7.5)153.2

Investments in associates


(including those held for sale)0.3 868.3 10.1 - 878.7

Total non-current assets


(excluding derivatives and deferred tax) 3,721.2 2,165.0 22.5 - 5,908.7

Total assets4,267.8 2,343.6 22.5 - 6,633.9

Total liabilities2,648.6 850.3 - - 3,498.9

Capital expenditure and investments143.8 144.4 30.6 (23.7)295.1

73
6 Investments in associates

Note

2019

$Millions

2018

$Millions

Investments in associates are as follows:

Canberra Data Centres6.1555.3 453.2

RetireAustralia6.2290.4 319.0

ANU Student Accommodation9.1 - 96.1

Longroad Energy 6.310.8 10.1

Mana Coach Holdings - 0.3

Investments in associates856.5 878.7

Note

2019

$Millions

2018

$Millions

Equity accounted earnings of associates are as follows:

Canberra Data Centres

6.183.9 56.1

RetireAustralia6.2(23.9)(4.5)

Longroad Energy 6.346.4 (19.7)

Share of earnings of associate companies106.4 31.9

6.1 Canberra Data Centres

On 14 September 2016 the Group completed the acquisition of 48.13% of Canberra Data Centres (‘CDC’), with consortium partner the

Commonwealth Superannuation Corporation acquiring 48.13% and CDC Executives 3.74%. CDC operates 67MW (2018: 39MW) of

installed capacity across 3 accredited and connected Data Centre campuses in Canberra & Sydney. These facilities provide highly

secure outsourced co-location Data Centre services to Australian Government entities and third party service providers. Infratil’s current

shareholding is 48.22% (2018: 48.22%).

Movement in the carrying amount of the Group’s investment in Canberra Data Centres:

2019

$Millions

2018

$Millions

Carrying value at 1 April453.2 426.3

Acquisition of shares31.7 0.9

Capitalised transaction costs - -

Shareholder loan11.0 -

Total capital contributions during the year42.7 0.9

Interest on shareholder loan (including accruals)14.5 14.0

Share of associate’s surplus/(loss) before income tax108.6 52.7

Share of associate’s income tax (expense)(39.2)(10.6)

Total share of associate’s earnings during the year83.9 56.1

Share of associate's other comprehensive income - -

less: shareholder loan repayments including interest(12.6)(17.8)

Foreign exchange movements recognised in other comprehensive income(11.9)(12.3)

Carrying value of investment in associate555.3 453.2

74
Summary financial information:

2019

$Millions

2018

$Millions

Summary information for CDC is not adjusted for the percentage ownership held by the Group:

Current assets35.0 39.0

Non-current assets1,799.4 1,248.0

Total assets1,834.4 1,287.0

Current liabilities20.5 21.2

Non-current liabilities1,039.9 688.4

Total liabilities1,060.4 709.6

Revenues115.5 88.9

Net surplus/(loss) after tax137.5 60.6

CDC’s functional currency is Australian Dollars (A$) and the summary financial information shown is presented in this currency.

6.2 RetireAustralia

On 31 December 2014, the Group acquired a 50% shareholding of RetireAustralia, with consortium partner the New Zealand

Superannuation Fund acquiring the other 50%. RetireAustralia operates 27 retirement villages across three states in Australia –


New South Wales, Queensland and South Australia. Infratil’s current shareholding is 50% (2018: 50%).

Movement in the carrying amount of the Group’s investment in RetireAustralia:

2019

$Millions

2018

$Millions

Carrying value at 1 April319.0 278.2

Acquisition of shares - 53.9

Total capital contributions during the year - 53.9

Share of associate’s surplus/(loss) before income tax(23.9)5.2

Share of associate’s income tax (expense) - (9.7)

Total share of associate’s earnings during the year(23.9)(4.5)

Share of associate's other comprehensive income - -

less: distributions received - -

Foreign exchange movements recognised in other comprehensive income(4.7)(8.6)

Carrying value of investment in associate290.4 319.0

Summary financial information:

2019

A$Millions

2018

A$Millions

Summary information for RetireAustralia is not adjusted for the percentage ownership held by the Group

Current assets191.1 180.8

Non-current assets2,319.6 2,310.6

Total assets2,510.7 2,491.4

Current liabilities1,746.0 1,727.9

Non-current liabilities210.8 164.9

Total liabilities1,956.8 1,892.8

Revenues74.6 82.0

Net surplus/(loss) after tax(44.5)(8.3)

Total other comprehensive income - -

RetireAustralia’s functional currency is Australian Dollars (A$) and the summary financial information shown is presented in this currency.

RetireAustralia’s net current asset deficiency has primarily arisen due to the requirement under Accounting Standards to classify

resident obligations as current liabilities as there is no unconditional contractual right to defer settlement for at least twelve months of

balance date (residents may give notice of their intention to vacate their unit with immediate effect). In contrast, the corresponding

assets are classified as non-current under Accounting Standards.

75
6.3 Longroad Energy

On 5 October 2016 Infratil announced an initial (45%) investment in Longroad Energy Holdings, LLC (‘Longroad Energy’), a recently

formed renewable energy development and operating vehicle headquartered in Boston, Massachusetts. Longroad’s focus is primarily

in the development of utility-scale wind and solar generation throughout North America. The other establishment partners were the

New Zealand Superannuation Fund (45%) and the Longroad management team (10%). Infratil’s current shareholding is 40% (2018: 45%).

Movement in the carrying amount of investment in Longroad Energy:

2019

$Millions

2018

$Millions

Carrying value at 1 April10.1 33.2

Capital contributions19.8 27.5

Shareholder loan0.4 3.1

Mezzanine debt drawdowns67.0 -

Total capital contributions during the year87.2 30.6

Interest on shareholder loan (including accruals) - 0.3

Interest on mezzanine debt (including accruals)4.6 -

Share of associate’s surplus/(loss) before income tax41.8 (20.0)

Share of associate’s income tax (expense) - -

Total share of associate’s earnings during the year46.4 (19.7)

Share of associate’s other comprehensive income(12.0)(3.6)

less: distributions received(32.7)(13.7)

less: capital returned(16.5)(11.7)

less: shareholder loan repayments including interest(1.6)(3.5)

less: mezzanine debt repayments including interest(71.6) -

Foreign exchange movements recognised in other comprehensive income1.5 (1.5)

Carrying value of investment in associate10.8 10.1

Summary financial information:

31 December

2018

US$Millions

31 December

2017

US$Millions

Summary information for Longroad Energy is not adjusted for the percentage ownership held by the Group

Current assets282.2 91.4

Non-current assets572.7 549.0

Total assets854.9 640.4

Current liabilities290.1 35.0

Non-current liabilities533.8 531.7

Total liabilities823.9 566.7

Revenues93.4 18.1

Net surplus/(loss) after tax59.5 (22.6)

Total other comprehensive income58.4 -

The summary information provided is taken from the most recent audited annual financial statements of Longroad Energy Holdings, LLC

which have a balance date of 31 December and are reported as at that date. Longroad’s functional currency is United States Dollars

(US$) and the summary financial information shown is presented in this currency.

Letter of credit facility

Longroad has obtained an uncommitted secured letter of credit facility of up to US$150 million from HSBC Bank. Letters of credit under

the Facility have been issued to beneficiaries to support the development and continued operations of Longroad. Infratil has provided

shareholder backing of the Longroad Letter of Credit facility, specifically, Infratil (and the New Zealand Superannuation Fund) have

collectively agreed to meet up to US$150m of capital calls (i.e. subscribe for additional units) equal to Longroad’s reimbursement

obligation in the event that a Letter of Credit is called and Longroad cannot fund the call, taking into account immediately available

working capital. As at 31 March 2019, USD $115.3 million (31 March 2018: USD $97.0 million) in Letters of Credit have been issued under

the Longroad Letter of Credit facility.

76
7 Other investments

2019

$Millions

2018

$Millions

Australian Social Infrastructure Partners45.4 40.7

Clearvision Ventures (previously named Envision Ventures)26.8 12.4

Other9.0 8.8

Other investments81.2 61.9

Australian Social Infrastructure Partners

Infratil has made a commitment of A$100 million to pursue greenfield availability based public-private partnership (‘PPP’) opportunities

in Australia via Australian Social Infrastructure Partners (‘ASIP’). ASIP has currently invested in 9.95% and 49.0% respectively of the equity

in the New Royal Adelaide Hospital PPP and the South East Queensland Schools PPP. As at 31 March 2019 Infratil has made total

contributions of A$30.5 million (31 March 2018: A$30.2 million), with the remaining A$69.5 million commitment uncalled at that date.

Clearvision Ventures (previously named Envision Ventures)

In February 2016 Infratil made a commitment of US$25 million to the California based Envision Ventures Fund 2. The strategic objective is

to help Infratil’s businesses identify and engage with technology changes that will impact their activities. As at 31 March 2019 Infratil has

made total contributions of US$19.5 million (31 March 2018: US$9.8 million), with the remaining US$5.5 million commitment uncalled at that

date. During the year the name of the investing entity, Envision Ventures Fund 2 LP was renamed Clearvision Ventures Ecosystem Fund LP.

8 Investment in subsidiaries and associates

The significant companies of the Infratil Group and their activities are shown below. The financial year end of all the significant

subsidiaries and associates is 31 March with exceptions noted.

2019

Holding

2018

HoldingPrincipal Activity

Subsidiaries

New Zealand

Infratil Finance Limited100%100%Finance

Infratil Infrastructure Property Limited100%100%Property

New Lynn Central Limited Partnership

(30 June year end)-58.0%Property

New Zealand Bus Limited100%100%Public transport

Snapper Services Limited100%100%Technology

Swift Transport Limited 100%100%Investment

Tilt Renewables Limited65.3%51.0%Electricity generation

Trustpower Limited51.0%51.0%Electricity generation and utility retailer

Wellington International Airport Limited66.0%66.0%Airport

Australia

Perth Energy Pty Limited80.0%80.0%Electricity retailer

Western Energy Pty Limited80.0%80.0%Electricity generation

Associates

New Zealand

Mana Coach Holdings Limited-26.0%Public transport

Australia

CDC Group Holdings Pty Ltd48.2%48.2%Data Centre

Cullinan Holding Trust50.0%50.0%Purpose Built Student Accommodation

RA (Holdings) 2014 Pty Limited50.0%50.0%Retirement Living

United States

Longroad Energy Holdings, LLC

(31 December year end)40.0%45.0%Renewable Energy Development

Montgomery Street Holdings, LLC

(31 December year end)28.0%-Renewable Energy Generation

77
9 Discontinued operations

Summary of results of discontinued operationsNote

2019

$Millions

2018

$Millions

ANU Student Accommodation9.1 12.7 14.4

NZ Bus9.2 (30.8)0.7

Perth Energy9.3 14.2 (18.7)

Snapper(8.1)(4.5)

GSP Energy Pty Ltd9.4 -15.4

Net surplus from discontinued operation after tax(12.0)7.3

9.1 ANU Student Accommodation

On 1 April 2019 Infratil announced a conditional sale of its 50% interest in the Australian National University’s PBSA concession to funds

controlled by AMP Capital. On completion of the transaction Infratil expects to receive cash proceeds of approximately A$162 million,

with final proceeds adjusted for normal working capital. Entities are required to measure non-current assets that are held for sale at the

lower of their carrying amount and fair value less costs to sell. As at 31 March 2019 the forecast cash proceeds from the sale are higher

than the carrying value and therefore no adjustment has been made to the carrying value of Infratil’s investment.

2019

$Millions

2018

$Millions

Carrying value at 1 April

96.1 91.2

Acquisition of shares4.1 -

Capitalised transaction costs - -

Shareholder loan5.0 -

Total capital contributions during the year9.1 -

Interest on shareholder loan (including accruals)3.8 3.5

Share of associate’s surplus/(loss) before income tax8.9 10.9

Share of associate’s income tax (expense) - -

Total share of associate’s earnings during the year12.7 14.4

less: distributions received(5.2)(4.3)

less: shareholder loan repayments including interest(1.7)(2.5)

Foreign exchange movements recognised in other comprehensive income(2.8)(2.7)

Carrying value of investment in associate108.2 96.1

Net surplus from discontinued operation after tax12.7 14.4

Basic and diluted earnings per share (cents per share)

2.3 2.6

The profit from the discontinued operation is attributable entirely to the owners of the Company.

Cash flows from/(used in) discontinued operation

Net cash from operating activities6.9 6.8

Net cash used in investing activities(9.1) -

Net cash used in financing activities - -

Net cash flows for the year(2.2)6.8

The effect of the reclassification of the disposal group on the financial position of the Group is to transfer the carrying value of the

investment in associate to assets held for sale.

There was $2.4 million of cumulative losses recognised in other comprehensive income relating to the Group’s investment in ANU Student

Accommodation at 31 March 2019 (31 March 2018: $2.7 million of cumulative losses).

78
9.2 NZ Bus

On 27 December 2018 Infratil announced a conditional sale of its 100% interest in NZ Bus to funds controlled by Next Capital. On

completion of the transaction Infratil expects to receive proceeds of approximately $160 - 170 million, after adjustments for normal

working capital, capital expenditure, net debt, and an earnout mechanism. Proceeds will also include the provision of a vendor loan of

between $20 and $30 million repayable within 5.5 years of completion. Entities are required to measure non-current assets that are

held for sale at the lower of their carrying amount and fair value less costs to sell. As at 31 March 2019 the forecast cash proceeds from

the sale are expected to be lower than the carrying value and therefore an adjustment has been made to the carrying value of Infratil’s

investment.

2019

$Millions

2018

$Millions

Results of discontinued operation

Revenue184.2 218.7

Operating expenses166.8 185.3

Results from operating activities17.4 33.4

Depreciation & amortisation of intangibles(21.1)(32.9)

Net realisations, revaluations, (impairments)(29.2)(1.2)

Net financing expense(0.2)(0.2)

Net surplus/(loss) before tax(33.1)(0.9)

Taxation (expense)/credit2.3 1.6

Net surplus/(loss) after tax(30.8)0.7

Net surplus/(loss) from discontinued operation after tax(30.8)0.7

Basic and diluted earnings per share (cents per share)(5.5)0.1

The loss from the discontinued operation is attributable entirely to the owners of the Company.

Cash flows from/(used in) discontinued operation

Net cash from/(used in) operating activities2.6 33.2

Net cash from/(used in) investing activities2.8 4.4

Net cash from/(used in) financing activities - -

Net cash flows for the year5.4 37.6

Effect of reclassification of the disposal group on the financial position of the Group

Cash and cash equivalents(3.7)

Trade, accounts receivable and prepayments(16.2)

Inventories(1.2)

Property, plant and equipment(174.4)

Intangible assets(0.5)

Accounts payable, accruals and other liabilities18.2

Deferred tax11.1

Net reclassification of (assets) and liabilities(166.7)

There is no cumulative income recognised in other comprehensive income relating to NZ Bus at 31 March 2019


(31 March 2018: ($0.1) million).

79
9.3 Perth Energy

On 23 October 2018 Infratil announced a strategic review of its investment in Perth Energy. It is expected that the carrying value of

Perth Energy will be recovered principally through a sale transaction, with a sale outcome considered highly probable.

2019

$Millions

2018

$Millions

Results of discontinued operation

Revenue269.9 306.7

Operating expenses234.0 312.5

Results from operating activities35.9 (5.8)

Depreciation & amortisation of intangibles(6.0)(5.7)

Net realisations, revaluations, (impairments) - -

Net financing expense(2.1)(2.9)

Net surplus/(loss) before tax

27.8 (14.4)

Taxation (expense)/credit(13.6)(4.3)

Net surplus/(loss) after tax14.2 (18.7)

Net surplus/(loss) from discontinued operation after tax14.2 (18.7)

Basic and diluted earnings per share (cents per share)2.5 (3.3)

The profit from the discontinued operation is 80% attributable to the owners of the Company in line

with Infratil's ownership percentage of Perth Energy.

Cash flows from/(used in) discontinued operation

Net cash from/(used in) operating activities11.9 (9.9)

Net cash from/(used in) investing activities(0.4)11.7

Net cash from/(used in) financing activities(4.5)(3.6)

Net cash flows for the year7.0 (1.8)

Effect of reclassification of the disposal group on the financial position of the Group

Cash and cash equivalents(25.7)

Trade, accounts receivable and prepayments(75.5)

Inventories(2.4)

Property, plant and equipment(102.9)

Intangible assets & goodwill(4.7)

Derivative financial instruments0.2

Accounts payable, accruals and other liabilities57.9

Interest bearing loans and borrowings36.7

Deferred tax15.7

Net reclassification of (assets) and liabilities(100.7)

There was $5.1 million of cumulative income recognised in other comprehensive income relating to Perth Energy at 31 March 2019


(31 March 2018: $1.3 million).

9.4 GSP Energy Pty Ltd

On 21 December 2017, Trustpower announced its intention to sell the shares in its only Australian subsidiary, GSP Energy Pty Ltd. The

associated assets and liabilities were consequently reclassified as held for sale. Upon classification as held for sale, the assets were

revalued to the sale price. The revaluation gain of $19.4 million, less deferred tax of $5.8 million was taken to the revaluation reserve.

Once disposed, the revaluation reserve was transferred directly to retained earnings. The sale was completed on 29 March 2018 and is

reported in the comparative year as a discontinued operation.

80
10 Revenue

2019

$Millions

2018

$Millions

Operating revenue – contracted1,307.2 1,028.3

Operating revenue – uncontracted26.0 172.5

Total operating revenue1,333.2 1,200.8

Operating revenue – contracted

Electricity*1,026.1 809.6

Gas29.2 29.3

Telecommunications87.7 80.7

Aircraft movement and terminal charges81.5 76.2

Transport, hotel and other trading activities30.5 27.5

Other52.2 5.0

Total operating revenue – contracted1,307.2 1,028.3

* Electricity comprises revenue from Trustpower and Tilt Renewables

11 Other operating expenses

Note

2019

$Millions

2018

$Millions

Trading operations

Energy and wholesale costs234.6 178.2

Line, distribution and network costs284.5 291.0

Generation production & development costs46.5 34.6

Other energy business costs123.1 75.9

Telecommunications cost of sales54.4 54.9

Transportation business costs(0.7)(5.3)

Airport business costs24.0 21.9

Bad debts written off2.0 2.7

Increase in provision for doubtful debts 20.1 -0.6

Directors’ fees25 3.2 2.9

Administration and other corporate costs7.8 7.5

Management fee (to related party Morrison & Co Infrastructure Management)27 24.1 21.4

International Portfolio incentive fee29 102.6 -

Donations0.9 0.7

Total other operating expenses907.0 687.0

81
Fees paid to auditors (including fees paid by Associates)

2019

Fees paid to the

Group auditor

$000’s

2019

Audit fees paid

to other auditors


$000’s

2019

Total

$000’s

2018

Fees paid to the

Group auditor

$000’s

2018

Audit fees paid

to other auditors


$000’s

2018

Total

$000’s

Audit and review of financial statements317.4882.91,200.3260.1731.7991.8

Regulatory audit work32.0-32.0 33.0-33.0

Other assurance services-- - -- -

Taxation services99.6-99.6234.8-234.8

Other services103.0-103.0489.3-489.3

552.0882.91,434.91,017.2731.71,748.9

Fees paid to the Group auditor by

Associates (recognised through share


of Associate Earnings)472.5-472.5 434.4-434.4

Total fees paid to the Group auditor1,024.5882.91,907.4 1,451.6731.72,183.3

The audit fee includes the fees for both the annual audit of the financial statements and the review of the interim financial statements.

Regulatory audit work consists of the audit of regulatory disclosures. Other assurance services comprise of agreed upon procedures,

audit of compliance reports and verification in relation to gas trading licence. Tax services relate to tax compliance work and tax

advisory services provided to a subsidiary of the group. Other services primarily relate to due diligence work undertaken.

12 Taxation

12.1 Tax reconciliation

2019

$Millions

2018

$Millions

Net surplus before taxation from continuing operations136.4 205.9

Taxation on the surplus for the year @ 28%38.2 57.7

Plus/(less) taxation adjustments:

Effect of tax rates in foreign jurisdictions(0.1)(0.1)

Net benefit of imputation credits - -

Timing differences not recognised(1.0)1.2

Tax losses not recognised/(utilised)30.1(1.0)

Effect of equity accounted earnings of associates0.6(6.9)

Recognition of previously unrecognised deferred tax(1.2) -

(Over)/Under provision in prior periods0.9(1.8)

Net investment realisations(0.4)2.1

Other permanent differences4.91.5

Taxation expense72.0 52.7

Current taxation 52.4 61.3

Deferred taxation 19.6 (8.5)

Tax on discontinued operations11.4 9.3

82
12.2 Income tax recognised in other comprehensive income

2019

Before tax

$Millions

Tax (expense)

$Millions

Net of tax

$Millions

Differences arising on translation of foreign operations(18.9)(2.8)(21.7)

Realisations on disposal of subsidiary, reclassified to profit and loss - - -

Net change in fair value of available for sale financial assets2.6 - 2.6

Ineffective portion of hedges taken to profit and loss - - -

Effective portion of changes in fair value of cash flow hedges5.9 (0.8)5.1

Fair value movements in relation to executive share scheme(0.1) 0.7 0.6

Net change in fair value of property, plant & equipment recognised in equity (283.6)69.1 (214.5)

Share of associates other comprehensive income(11.6) - (11.6)

Balance at the end of the year(305.7)66.2 (239.5)

2018

Before tax

$Millions

Tax (expense)

$Millions

Net of tax

$Millions

Differences arising on translation of foreign operations(40.6)(1.7)(42.3)

Realisations on disposal of subsidiary, reclassified to profit and loss - - -

Net change in fair value of available for sale financial assets3.6 - 3.6

Ineffective portion of hedges taken to profit and loss - - -

Effective portion of changes in fair value of cash flow hedges3.2 (1.1)2.1

Fair value movements in relation to executive share scheme(0.2) - (0.2)

Net change in fair value of property, plant & equipment recognised in equity 36.8 21.9 58.6

Share of associates other comprehensive income(3.6) - (3.6)

Balance at the end of the year(0.8)19.1 18.3

12.3 Deferred tax

Deferred tax assets and liabilities are offset on the Statement of Financial Position where they relate to entities with a legally

enforceable right to offset tax.

2019

$Millions

2018

$Millions

Balance at the beginning of the year(505.1)(536.7)

Charge for the year(19.6)8.5

Charge relating to discontinued operations(14.7)34.4

Deferred tax recognised in equity66.2 (19.8)

Adjustment on initial application of IFRS 15(8.1) -

Effect of movements in foreign exchange rates1.7 5.1

Tax losses recognised9.93.4

Transfers to liabilities classified as held for sale27.2 -

Balance at the end of the year(442.5)(505.1)

The Infratil New Zealand Group is forecasting to derive taxable profits in future periods, sufficient to utilise the tax losses carried forward

and deductible temporary differences. As a result deferred tax assets and liabilities have been recognised where they arise, including

deferred tax on tax losses carried forward.

83
12.4 Recognised deferred tax assets and liabilities

Assets

$Millions

Liabilities

$Millions

Net

$Millions

31 March 2019

Property, plant and equipment - (442.4)(442.4)

Investment property - (14.9)(14.9)

Derivative financial instruments8.2 (6.7)1.5

Employee benefits5.8 - 5.8

Customer base assets - (2.9)(2.9)

Provisions0.8 -0.8

Tax losses carried forward42.2 - 42.2

Other items-(32.6)(32.6)

To ta l57.0 (499.5)(442.5)

31 March 2018

Property, plant and equipment - (551.7)(551.7)

Investment property - (13.4)(13.4)

Derivative financial instruments3.3 - 3.3

Employee benefits6.5 - 6.5

Customer base assets - (3.8)(3.8)

Provisions4.3 - 4.3

Tax losses carried forward57.5 - 57.5

Other items7.4 (15.2)(7.8)

To ta l79.0 (584.1)(505.1)

12.5 Changes in temporary differences affecting tax expense

Tax expenseOther comprehensive income

2019

$Millions

2018


$Millions

2019

$Millions

2018

$Millions

Property, plant and equipment9.9 12.1 69.1 21.9

Investment property(1.5)(3.4) - -

Derivative financial instruments0.6 (2.8)(0.8)(1.1)

Employee benefits1.3 1.3 0.7 -

Customer base assets0.9 1.3 - -

Provisions0.1 0.2 - -

Tax losses carried forward(24.9)13.1 - -

Other items(6.0)(13.3)(2.8)(1.7)

(19.6)8.5 66.2 19.1

12.6 Imputation credits available to be used by Infratil Limited

2019

$Millions

2018

$Millions

Balance at the end of the year1.79.6

Imputation credits that will arise on the payment/(refund) of tax provided for

--

Imputation credits that will arise on the (payment)/receipt of dividends accrued at year end--

Imputation credits available for use1.79.6

84
13 Property, plant and equipment

Land and

civil works

$Millions

Buildings

$Millions

Vehicles,

plant and

equipment

$Millions

Capital

work in

progress

$Millions

Metering

$Millions

Generation

plant

(renewable)

$Millions

Generation


plant (non-

renewable)

$Millions

To ta l

$Millions

2019

Cost or valuation

Balance at beginning of year543.1 449.4 533.2 255.1 69.4 3,301.5 99.9 5,251.6

Additions - 0.1 43.6 207.2 - 48.2 0.3 299.4

Capitalised Interest and financing costs - - - - - - - -

Disposals(5.3)(1.5)(27.7) - (0.7)(4.0)(0.3)(39.5)

Impairment - - (30.4)(1.6) - - - (32.0)

Revaluation 14.0 - - - - (460.9)4.8 (442.1)

Transfers between categories33.8 112.6 27.9 (284.0)(1.1)110.8 - -

Transfers to assets classified as held for sale - (8.9)(413.9)(6.0) - - (105.6)(534.4)

Transfers to intangible assets - - - - - - - -

Transfers from/(to) investment properties - - - - - - - -

Effect of movements in foreign


exchange rates - - (0.3)(1.5) - (34.5)0.9 (35.4)

Balance at end of year585.6 551.7 132.4169.2 67.6 2,961.1 -4,467.6

Accumulated depreciation

Balance at beginning of year15.3 2.9 329.5 - 63.4 117.6 - 528.7

Depreciation for the year7.5 12.4 35.3 - 4.3 105.2 5.3 170.0

Transfer to investment properties - - - - - - - -

Revaluation - - (0.1) - - (145.1)(5.3)(150.5)

Disposals - (0.3)(25.7) - (0.7)(1.3) - (28.0)

Transfers to assets classified as held for sale - (1.3)(252.4) - - - - (253.7)

Effect of movements in foreign


exchange rates - - (0.1) - - (0.3) - (0.4)

Balance at end of year22.8 13.7 86.5 - 67.0 76.1 - 266.1

Carrying value at 31 March 2019562.8 538.0 45.8 169.2 0.6 2,885.0 -4,201.5

85
Land and

civil works

$Millions

Buildings

$Millions

Vehicles,

plant and

equipment

$Millions

Capital

work in

progress

$Millions

Metering

$Millions

Generation

plant

(renewable)

$Millions

Generation


plant (non-

renewable)

$Millions

To ta l

$Millions

2018

Cost or valuation

Balance at beginning of year510.8 425.4 536.2 90.2 68.1 3,570.8 104.5 5,306.0

Additions - 0.1 21.3 188.1 1.3 19.2 0.3 230.3

Capitalised Interest and financing costs - - - - - - - -

Disposals(0.2)(0.1)(27.3) - - (182.5) - (210.1)

Impairment - - (0.2) - - - - (0.2)

Revaluation 30.0 20.2 - - - 19.4 (2.0)67.6

Transfers between categories2.5 4.3 3.4 (21.5) - 11.3 - -

Transfers to assets classified as held for sale - - - - - - - -

Transfers to intangible assets - - - - - - - -

Transfers from/(to) investment properties - (0.5) - - - - - (0.5)

Effect of movements in foreign exchange

rates - - (0.2)(1.7) - (47.4)(2.9)(52.2)

Power purchase arrangements restatement - - - - - (89.3) - (89.3)

Balance at end of year543.1 449.4 533.2 255.1 69.4 3,301.5 99.9 5,251.6

Accumulated depreciation

Balance at beginning of year7.8 12.7 303.9 - 59.2 21.9 - 405.5

Depreciation for the year7.5 12.4 43.0 - 4.2 106.8 5.3 179.2

Transfer to investment properties - - - - - - - -

Revaluation - (22.2) - - - - (5.3)(27.5)

Disposals - - (17.5) - - (5.8) - (23.3)

Transfers to assets classified as held for sale - - - - - - - -

Effect of movements in foreign exchange

rates - - 0.1 - - (2.0) - (1.9)

Power purchase arrangements restatement - - - - - (3.3) - (3.3)

Balance at end of year15.3 2.9 329.5 - 63.4 117.6 - 528.7

Carrying value at 31 March 2018527.8 446.5 203.7 255.1 6.0 3,183.9 99.9 4,722.9

86
Trustpower generation property, plant and equipment

Trustpower’s generation assets include land and buildings which are not separately identifiable from other generation assets.

Generation assets were independently revalued, using a discounted cash flow methodology, as at 31 March 2019, to their estimated

market value as assessed by Deloitte Corporate Finance.

The valuation of Trustpower’s generation assets is sensitive to the inputs used in the discounted cash flow valuation model. A sensitivity

analysis around some key inputs is given in the table below. The valuation is based on a combination of values that are generally at the

midpoint of the range. The valuation impact is calculated as the movement in the fair value as a result of the change in the assumption

and keeping all other valuation inputs constant.

Generation RenewableLowHighValuation impact vs midpoint

New Zealand Assets

Forward electricity price pathDecreasing in real terms from

$110/MWh to $76/MWh by

2023. Thereafter held constant

Decreasing in real terms from

$110/MWh to $93/MWh by

2022. Thereafter held constant

-/+ $208.0 m

Generation volume1,725 GWh2,109 GWh-/+ $246.0m

Avoided Cost of Transmission100% reduction in revenue


from 2025

Current regulatory structure

is unchanged

- $164.0m /

no change

Operating costs$64.0 million p.a.$53.0 million p.a.-/+ $80.0m

Weighted average cost of capital7.95%6.95%- $151.0m /


+ $181.4m

Tilt Renewables generation property, plant and equipment

The valuation of Tilt Renewables generation assets is sensitive to the inputs used in the discounted cash flow valuation model. A

sensitivity analysis around some key inputs is given in the table below. The valuation is based on a combination of values that are

generally at the midpoint of the range. The valuation impact is calculated as the movement in the fair value as a result of the change

in the assumption and keeping all other valuation inputs constant. In addition to the tests below, a separate sensitivity analysis has

been conducted to assess the impact of varying future cash flows for increases or decreases of up to 10% in market prices (including

New Zealand market prices beyond the fixed price period to March 2022). None of these tests resulted in an impairment of the fair

value of generation, property, plant and equipment.

Generation RenewableLowHighValuation impact vs midpoint

New Zealand Assets

Generation volume10% reduction in future

production

10% increase in future

production

-/+ $24.1m

Operating costs10% increase in future


operating expenditure

10% decrease in future

operating expenditure

-/+ $9.1m

Weighted average cost of capital8.40%7.40%- $6.6m /


+ $6.3m

Australian Assets

Forward electricity price path

(including renewable energy credits)

10% reduction in future


electricity pricing

10% increase in future

electricity pricing

-/+ A$83.6m

Generation volume10% reduction in future

production

10% increase in future production -/+ A$87.1m

Operating costs10% increase in future


operating expenditure

10% decrease in future

operating expenditure

-/+ $29.7m

Weighted average cost of capital7.75%6.75%- A$28.2m /


+ A$30.2m

87
Wellington International Airport property, plant and equipment

The following tables summarise the significant valuation techniques and inputs used by valuers to arrive at the fair value for Wellington

International Airport’s property, plant and equipment.

Asset classification and description

Valuation

approachKey valuation assumptions

+/- 5%

Valuation impact

Land

Aeronautical land - used for airport activities and

specialised aeronautical assets.

Rate per hectare$1.86 million per hectare

+/- $10.0m

Non-aeronautical land - used for non-aeronautical

purposes e.g. industrial, service, retail, residential

and land associated with the vehicle business.

MVEUDeveloper’s WACC rate10.4%

+/- $7.4m

Holding period6 years

+/- $11.1m

Valued at 31 March 2018 by Savills (NZ) Limited,

registered valuers, at $333.1 million.

Civil

Civil works includes sea protection and site

services, excluding such site services to the extent

that they would otherwise create duplication of

value.

ODRC

Average cost rates

including concrete,

asphalt, base course


and foundations

Concrete $800

Asphalt $892

Basecourse $96

Foundations $19

+/- $7.2m

Estimated remaining

useful life

Average remaining


useful life 30 years

+/- $7.2m

Last valued at 31 March 2016 by Opus

International Consultants Limited at $144.7 million.

Buildings

Specialised buildings used for identified airport

activities.

ODRC

Modern equivalent


asset rate (per

square metre)

$5,567

+/- $13.0m

Non-specialised buildings used for purposes other

than for identified airport activities, including

space allocated within the main terminal building

for retail activities, offices and storage.

$1,711

+/- $0.4m

Vehicle business assets associated with car

parking and taxi, shuttle and bus services

(excluding land and civil).

DCF

Revenue growth

Cost growth

Discount rate

Capitalisation rate

3.00%

3.00%

12.00%

9.00%

+/- $0.8m

+/- $0.1m

+/- $6.6m

+/- $9.0m

Valued at 31 March 2018 by Savills (NZ) Limited,

registered valuers, at $423.4 million.

Effect of level 3 fair value measurements on profit or loss and other comprehensive income

The following table summarises for property, plant and equipment measured at fair value, classified as level 3 in the fair value hierarchy,

the effect of the fair value movements on profit or loss and other comprehensive income for the year.

2019 Level 3 fair value movements

Recognised in

profit or loss

$Millions

Recognised


in OCI

$Millions

Total

$Millions

Generation Plant (renewable)(10.6)(231.6)(242.2)

Generation Plant (non-renewable) - 6.2 6.2

Land and civil works - 14.0 14.0

Buildings - - -

Vehicle business assets - - -

(10.6)(211.4)(222.0)

88
2018 Level 3 fair value movements

Recognised in

profit or loss

$Millions

Recognised


in OCI

$Millions

Total

$Millions

Generation Plant (renewable)-(60.0)(60.0)

Generation Plant (non-renewable)

-2.3 2.3

Land and civil works-30.0 30.0

Buildings-20.2 20.2

Vehicle business assets- - -

-(7.5)(7.5)

There were no transfers between property, plant and equipment assets classified as level 1 or level 2, and level 3 of the fair value

hierarchy during the year ended 31 March 2019 (2018: none).

Revalued assets at deemed cost

For each revalued class the carrying amount that would have been recognised had the assets been carried on a historical cost basis are

as follows:

2019

Cost

$Millions

Assets under

construction


$Millions

Accumulated

depreciation

$Millions

Net book value

$Millions

Generation Plant (renewable)1,231.2 - (469.7)761.5

Generation Plant (non-renewable)123.6 - (47.9)75.7

Land and civil works252.4 33.8 (50.8)235.4

Buildings296.8 112.5 (92.2)317.1

1,904.0 146.3 (660.6)1,389.7

2018

Cost

$Millions

Assets under

construction


$Millions

Accumulated

depreciation

$Millions

Net book value

$Millions

Generation Plant (renewable)2,109.8 14.8 (651.1)1,473.5

Generation Plant (non-renewable)127.3 - (42.8)84.5

Land and civil works249.9 2.5 (46.7)205.7

Buildings292.4 4.3 (84.7)212.0

2,779.4 21.6 (825.3)1,975.7

89
14 Intangibles

2019

Lease

agreements

and software

$Millions

Customer

acquisition


costs

$Millions

Total

$Millions

Cost or valuation

Balance at beginning of the year119.0 83.0 202.0

Foreign exchange adjustment on opening balance - - -

Additions at cost8.0 0.6 8.6

Disposals - - -

Impairment(1.0) - (1.0)

Transfers from property, plant and equipment - - -

Transfers to assets classified as held for sale(28.6) - (28.6)

Balance at end of year97.4 83.6 181.0

Amortisation and impairment losses

Balance at beginning of the year(89.3)(69.3)(158.6)

Foreign exchange adjustment on opening balance - - -

Amortisation for the year(13.1)(3.4)(16.5)

Disposals - - -

Impairment - - -

Transfers to assets classified as held for sale27.6 - 27.6

Balance at end of year(74.8)(72.7)(147.5)

Carrying value 31 March 201922.6 10.9 33.5

2018

Lease

agreements

and software

$Millions

Customer

acquisition


costs

$Millions

Total

$Millions

Cost or valuation

Balance at beginning of the year115.3 83.0 198.3

Foreign exchange adjustment on opening balance(0.1) - (0.1)

Additions at cost10.1 - 10.1

Disposals(1.2) - (1.2)

Impairment(5.1) - (5.1)

Transfers from property, plant and equipment - - -

Transfers to assets classified as held for sale - - -

Balance at end of year119.0 83.0 202.0

Amortisation and impairment losses

Balance at beginning of the year(78.2)(64.5)(142.7)

Foreign exchange adjustment on opening balance - - -

Amortisation for the year(12.2)(4.8)(17.0)

Disposals1.1 - 1.1

Impairment - - -

Transfers to assets classified as held for sale

- - -

Balance at end of year(89.3)(69.3)(158.6)

Carrying value 31 March 201829.7 13.7 43.4

90
15 Goodwill

2019

$Millions

2018

$Millions

Balance at beginning of the year

117.4 117.4

Goodwill arising on acquisitions - -

Goodwill disposed of during the year - -

Goodwill impaired during the year - -

Transfers to disposal group assets classified as held for sale(4.2) -

Balance at the end of the year113.2 117.4

The aggregate carrying amounts of goodwill allocated to each cash generating unit are as follows:

Trustpower79.4 79.4

Tilt Renewables33.8 33.8

Other - 4.2

113.2 117.4

16 Loans and borrowings

This note provides information about the contractual terms of the Group’s interest bearing loans and borrowings.

2019

$Millions

2018

$Millions

Current liabilities

Unsecured bank loans97.7 29.9

Secured bank facilities201.9 44.0

less: Loan establishment costs capitalised and amortised over term(4.3)(0.8)

295.3 73.1

Non-current liabilities

Unsecured bank loans200.2 179.4

Secured bank facilities505.3 682.2

less: Loan establishment costs capitalised and amortised over term(8.7)(6.0)

696.8 855.6

Facilities utilised at reporting date

Unsecured bank loans298.0 209.3

Unsecured guarantees - -

Secured bank loans707.0 726.2

Secured guarantees129.5 32.3

Facilities not utilised at reporting date

Unsecured bank loans516.0 566.8

Unsecured guarantees - -

Secured bank loans255.8 48.3

Secured guarantees85.7 0.3

Interest bearing loans and borrowings -

current295.3 73.1

Interest bearing loans and borrowings -

non-current696.8 855.6

Total interest bearing loans and borrowings992.1 928.7

91
Financing arrangements

The Group’s debt includes bank facilities with negative pledge arrangements, which, with limited exceptions, do not permit the

borrower to grant any security over its assets. The bank facilities require the borrower to maintain certain levels of shareholder funds

and operate within defined performance and gearing ratios. The banking arrangements also include restrictions over the sale or

disposal of certain assets without bank agreement. Throughout the year the Group has complied with all debt covenant requirements

as imposed by lenders.

Interest rates are determined by reference to prevailing money market rates at the time of draw-down plus a margin. Interest rates paid

during the year ranged from 2.2% to 4.5% (31 March 2018: 2.4% to 5.7%).

17 Infrastructure bonds

2019

$Millions

2018

$Millions

Balance at the beginning of the year994.4 998.3

Issued during the year246.2 143.4

Exchanged during the year(51.1)(32.7)

Matured during the year(60.4)(114.7)

Purchased by Infratil during the year - -

Bond issue costs capitalised during the year(3.6)(2.1)

Bond issue costs amortised during the year2.1 2.2

Balance at the end of the year1,127.6 994.4

Current148.9 111.2

Non-current fixed coupon 747.2 652.0

Non-current perpetual variable coupon231.5 231.2

Balance at the end of the year1,127.6 994.4

Repayment terms and interest rates:

IFT160 maturing in June 2017, 8.50% p.a. fixed coupon rate - -

IFT170 maturing in November 2017, 8.00% p.a. fixed coupon rate - -

IFT180 maturing in November 2018, 6.85% p.a. fixed coupon rate - 111.4

IFT200 maturing in November 2019, 6.75% p.a. fixed coupon rate68.5 68.5

IFT090 maturing in February 2020, 8.50% p.a. fixed coupon rate80.5 80.5

IFT220 maturing in June 2021, 4.90% p.a. fixed coupon rate93.9 93.9

IFT190 maturing in June 2022, 6.85% p.a. fixed coupon rate93.7 93.7

IFT240 maturing in December 2022, 5.65% p.a. fixed coupon rate100.0 100.0

IFT210 maturing in September 2023, 5.25% p.a. fixed coupon rate122.1 122.1

IFT230 maturing in June 2024, 5.50% p.a. fixed coupon rate56.1 56.1

IFT250 maturing in June 2025, 6.15% p.a. fixed coupon rate43.4 43.4

IFT260 Maturing in December 2024, 4.75% p.a. fixed coupon rate100.0 -

IFT270 Maturing in December 2028, 4.85% p.a. fixed coupon rate146.2 -

IFTHA Perpetual Infratil infrastructure bonds231.9 231.9

less: Bond issue costs capitalised and amortised over term(8.7)(7.1)

Balance at the end of the year1,127.6 994.4

92
Fixed coupon

The fixed coupon bonds the Company has on issue are at a face value of $1.00 per bond. Interest is payable quarterly on the bonds.

25 days prior to the maturity date of the IFT090 series, Infratil can elect to convert all of the bonds in that series to equity by issuing

the number of shares calculated by dividing the $1.00 face value by 98% of the market price of an Infratil share. The market price is the

average price weighted by volume of all trades of ordinary shares over the 10 business days up to the fifth business day before the

maturity date.

The interest rate of the IFT270 bonds is fixed for the first five years and then reset on 15 December 2023 for a further five years.


The interest rate of the IFT270 bonds for the period from (but excluding) 15 December 2023 until the maturity date will be the sum

of the five year swap rate on 15 December 2023 plus a margin of 2.50% per annum.

Perpetual Infratil infrastructure bonds (‘PIIBs’)

The Company has 231,916,600 (31 March 2018: 231,916,600) PIIBs on issue at a face value of $1.00 per bond. Interest is payable

quarterly on the bonds. For the year to 15 November 2018 the coupon was fixed at 3.55% per annum (2018: 3.50%). Thereafter the rate

will be reset annually at 1.5% per annum over the then one year bank rate for quarterly payments, unless Infratil’s gearing ratio exceeds

certain thresholds, in which case the margin increases. These infrastructure bonds have no fixed maturity date. No PIIBs (2018: nil) were

repurchased by Infratil Limited during the year.

Throughout the year the Company complied with all debt covenant requirements as imposed by the bond trustee.

At 31 March 2019 Infratil Infrastructure bonds (including PIIBs) had a fair value of $1,104.4 million (31 March 2018: $989.6 million).

18 Trustpower bonds

Unsecured subordinated bonds

2019

$Millions

2018

$Millions

Repayment terms and interest rates:

TPW160 maturing in September 2019, 6.75% p.a. fixed coupon rate114.2 114.2

less: Bond issue costs capitalised and amortised over term(0.2)(0.6)

Balance at the end of the year114.0 113.6

Current114.0 -

Non-current - 113.6

Balance at the end of the year114.0 113.6

The bonds are fully subordinated behind all of Trustpower’s other creditors. At 31 March 2019 Trustpower’s unsecured subordinated

bonds had a fair value of $115.7 million (31 March 2018: $119.1 million).

Unsecured senior bonds

2019

$Millions

2018

$Millions

Repayment terms and interest rates:

TPW140 maturing in December 2021, 5.63% p.a. fixed coupon rate83.0 83.0

TPW150 maturing in December 2022, 4.01% p.a. fixed coupon rate127.7 127.7

TPW170 maturing in February 2029, 3.97% p.a. fixed coupon rate100.0 -

less: Bond issue costs capitalised and amortised over term

(2.9)(2.0)

Balance at the end of the year307.8 208.7

Current - -

Non-current307.8 208.7

Balance at the end of the year307.8 208.7

Trustpower’s Senior bonds rank equally with their bank loans. Trustpower borrows under a negative pledge arrangement, which with

limited exceptions does not permit Trustpower to grant any security interest over its assets. The Trust Deed requires Trustpower to

operate within defined performance and debt gearing ratios. The arrangements under the Trust Deed may also create restrictions over

the sale or disposal of certain assets unless the senior bonds are repaid or renegotiated. Throughout the year Trustpower complied with

all debt covenant requirements as imposed by the bond trustee.

At 31 March 2019 Trustpower’s unsecured senior bonds had a fair value of $321.8 million (31 March 2018: $216.4 million).

93
19 Wellington International Airport bonds and USPP notes

2019

$Millions

2018

$Millions

Repayment terms and interest rates:

WIA0619 Wholesale bonds maturing June 2019, repriced quarterly at BKBM plus 130bp25.0 25.0

WIA0620 Wholesale bonds maturing June 2020, 5.27% p.a. fixed coupon rate25.0 25.0

WIA020 Retail bonds maturing May 2021, 6.25% p.a. fixed coupon rate75.0 75.0

WIA030 Retail bonds maturing May 2023, 4.25% p.a. fixed coupon rate75.0 75.0

WIA040 Retail bonds maturing August 2024, 4.00% p.a. fixed coupon rate60.0 60.0

WIA050 Retail bonds maturing June 2025, 5.00% p.a. fixed coupon rate

70.0 70.0

USPP Notes – Series A52.0 47.2

USPP Notes – Series B52.0 47.2

less: Issue costs capitalised and amortised over term(3.9)(2.9)

Balance at the end of the year430.1 421.6

Current25.0 -

Non-current405.1 421.6

Balance at the end of the year430.1 421.6

The Trust Deeds for these bonds require Wellington International Airport (‘WIAL’) to operate within defined performance and debt

gearing ratios. The arrangements under the Trust Deeds create restrictions over the sale or disposal of certain assets. Throughout the

year Wellington International Airport complied with all debt covenant requirements as imposed by the bond trustee.

On 27 July 2017 WIAL completed a United States Private Placement (‘USPP’) Note issuance, securing US$72 million of long-term debt.


The USPP comprised two equal tranches, a US$36 million 10 year Note with a coupon of 3.47% and a US$36 million 12 year Note with

a coupon of 3.59%. In conjunction with the USPP issuance, WIAL entered into cross currency interest rate swaps to formally hedge the

exposure to foreign currency risk over the term of the notes.

At 31 March 2019 WIAL’s bonds had a fair value of $353.8 million (2018: $346.5 million), and WIAL’s USPP Notes had a fair value of


$102.2 million (2018: $93.3 million).

20 Financial instruments

The Group has exposure to the following risks due to its business activities and financial policies:

• Credit risk

• Liquidity risk

• Market risk

This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes


for measuring and managing risk, and the Group’s management of capital.

20.1 Credit risk

Credit risk is the risk that a counterparty will default on its contractual obligations, resulting in financial loss to the Group. The Group is

exposed to credit risk in the normal course of business including those arising from trade receivables with its customers, financial

derivatives and transactions (including cash balances) with financial institutions. The Group minimises its exposure to credit risk of trade

receivables through the adoption of counterparty credit limits and standard payment terms. Derivative counterparties and cash

transactions are limited to high-credit-quality financial institutions and organisations in the relevant industry. The Group’s exposure and

the credit ratings of significant counterparties are monitored, and the aggregate value of transactions concluded are spread amongst

approved counterparties. The carrying amounts of financial assets recognised in the Statement of Financial Position best represent the

Group’s maximum exposure to credit risk at the reporting date. Generally no security is held on these amounts.

94
Exposure to credit risk

2019

$Millions

2018

$Millions

The Group had exposure to credit risk with financial institutions at balance date from cash

deposits held as follows:

Financial institutions with 'AA' credit ratings173.2 -

Financial institutions with 'AA-' credit ratings70.6 -

Financial institutions with 'A+' credit ratings - 380.4

Financial institutions with 'A' credit ratings153.3 -

Unrated financial institutions17.2 -

Total cash deposits with financial institutions414.3 380.4

Cash on hand - 0.1

Total cash and cash equivalents414.3 380.5

At 31 March 2019 $19.9 million of cash deposits are “restricted” and not immediately available for use by the Group (31 March 2018:


$2.4 million). Credit ratings are from Standard & Poor’s or equivalent rating agencies.

Trade and other receivables

The Group has exposure to various counterparties. Concentration of credit risk with respect to trade receivables is limited due to the

Group’s large customer base in a diverse range of industries throughout New Zealand and Australia.

Ageing of trade receivables

2019

$Millions

2018

$Millions

The ageing analysis of trade receivables is as follows:

Not past due56.9 77.7

Past due 0-30 days9.2 6.3

Past due 31-90 days3.7 1.9

Greater than 90 days3.8 2.1

To ta l73.6 88.0

The ageing analysis of impaired trade receivables is as follows:

Not past due - 0.1

Past due 0-30 days - -

Past due 31-90 days - (0.1)

Greater than 90 days(2.8)(2.8)

To ta l(2.8)(2.8)

2019

$Millions

2018

$Millions

Movement in the provision for impairment of trade receivables for the year was as follows:

Balance as at 1st April3.1 2.2

Impairment loss recognised0.4 0.9

Transfers to assets classified as held for sale(0.4) -

Balance as at 31 March3.1 3.1

Other current prepayments and receivables178.1 143.1

Total trade, accounts receivable and current prepayments248.9 228.3

95
20.2 Liquidity risk

Liquidity risk is the risk that assets held by the Group cannot readily be converted to cash to meet the Group’s contracted cash flow

obligations. Liquidity risk is monitored by continuously forecasting cash flows and matching the maturity profiles of financial assets and

liabilities. The Group’s approach to managing liquidity is to ensure that it will always have sufficient liquidity to meet its liabilities when due

and make value investments, under both normal and stress conditions, without incurring unacceptable losses or risking damage to the

Group’s reputation. The Group manages liquidity risk by maintaining sufficient cash and marketable securities, the availability of funding

through an adequate amount of committed credit facilities, the spreading of debt maturities, and its credit standing in capital markets.

The tables below analyse the Group’s financial liabilities, excluding gross settled derivative financial liabilities, into relevant maturity

groupings based on the earliest possible contractual maturity date at year end. The amounts in the tables below are contractual

undiscounted cash flows, which include interest through to maturity. Perpetual Infratil Infrastructure bonds cash flows have been

determined by reference to the longest dated Infratil bond maturity in the year 2029.

Balance

sheet

$Millions

Contractual

cash flows

$Millions

6 months


or less

$Millions

6-12 months

$Millions

1-2 years

$Millions

2-5 years

$Millions

5 + years

$Millions

31 March 2019

Accounts payable, accruals and


other liabilities446.6469.2 334.0 13.4 43.2 13.4 65.2

Unsecured & secured bank facilities992.1 1,254.4 94.7 254.5 204.4386.7314.1

Unsecured & secured bank

guarantees - - - - - - -

Infratil Infrastructure bonds896.1 1,122.3 26.1 172.5 40.7 496.6 386.4

Perpetual Infratil Infrastructure bonds231.5 311.8 4.1 4.1 8.2 24.7 270.7

Wellington International Airport

bonds430.1 535.2 34.6 9.4 43.2 189.2 258.8

Trustpower bonds421.8 460.9 122.9 4.9 9.8 223.3 100.0

Derivative financial instruments117.5 129.0 23.3 16.1 22.6 40.6 26.4

3,535.7 4,282.8 639.7 474.9 372.11,374.51,421.6

31 March 2018

Accounts payable, accruals and


other liabilities236.6 190.8 172.3 12.4 4.4 1.7 -

Unsecured & secured bank facilities928.7 964.9 32.2 49.7 311.9 447.3 123.8

Unsecured & secured bank

guarantees - 0.2 0.1 0.1 - - -

Infratil Infrastructure bonds763.2 936.5 24.0 132.5 186.7 359.1 234.2

Perpetual Infratil Infrastructure bonds231.2 290.5 4.1 4.1 8.1 24.4 249.8

Wellington International Airport

bonds421.6 546.5 9.7 9.7 43.8 145.5 337.8

Trustpower bonds322.3 378.4 8.8 8.8 127.8 233.0 -

Derivative financial instruments51.7 58.8 15.1 8.2 19.5 7.2 8.8

2,955.3 3,366.6 266.3 225.5 702.2 1,218.2 954.4

96
20.3 Market risk

Market risk is the risk that changes in market prices, such as interest rates, foreign exchange rates and energy prices will affect the

Group’s income or the value of its holdings of financial assets and liabilities. The objective of market risk management is to manage

and control market risk exposures within acceptable parameters, while optimising the return.

20.3.1 Interest rate risk (cash flow and fair value)

Interest rate risk is the risk of interest rate volatility negatively affecting the Group’s interest expense cash flow and earnings. Infratil

mitigates this risk by issuing term borrowings at fixed interest rates and entering into Interest Rate Swaps to convert floating rate exposures

to fixed rate exposures. Borrowings issued at fixed rates expose the Group to fair value interest rate risk which is managed by the interest

rate profile and hedging.

2019

$Millions

2018

$Millions

At balance date the face value of interest rate contracts outstanding were:

Interest rate swaps1,760.8 1,086.4

Fair value of interest rate swaps (81.6)(30.5)

Cross-currency interest rate swaps99.8 99.5

Fair value of cross-currency interest rate swaps 2.9 (6.2)

The termination dates for the interest rate swaps are as follows:

Between 0 to 1 year179.8 201.2

Between 1 to 2 years158.7 237.4

Between 2 to 5 years893.5 550.1

Over 5 years528.8 97.7

The termination dates for the cross-currency interest rate swaps are as follows:

Between 0 to 1 year - -

Between 1 to 2 years - -

Between 2 to 5 years - -

Over 5 years99.8 99.5

Interest rate sensitivity analysis

The following table shows the impact on post-tax profit and equity of a movement in bank interest rates of 100 basis points higher/

lower with all other variables held constant.

2019

$Millions

2018

$Millions

Profit or loss

100 bp increase19.5 23.1

100 bp decrease(20.1)(24.5)

Other comprehensive income

100 bp increase43.7 19.3

100 bp decrease(48.6)(20.6)

20.3.2 Foreign currency risk

The Group has exposure to foreign currency risk on the value of its net investment in foreign investments, assets and liabilities, future

investment obligations and future income. Foreign currency obligations and income are recognised as soon as the flow of funds is likely to

occur. Decisions on buying forward cover for likely foreign currency investments is subject to the Group’s expectation of the fair value of the

relevant exchange rate.

The Group enters into forward exchange contracts to reduce the risk from price fluctuations of foreign currency commitments

associated with the construction of generation assets and to hedge the risk of its net investment in foreign operations. Any resulting

differential to be paid or received as a result of the currency hedging of the asset is reflected in the final cost of the asset. The Group

has elected to apply cash flow hedge accounting to these instruments.

97
Foreign exchange sensitivity analysis

The following table shows the impact on post-tax profit and equity if the New Zealand dollar had weakened or strengthened by


10 per cent against the currencies with which the Group has foreign currency risk with, all other variables held constant.

2019

$Millions

2018

$Millions

Profit or loss

Strengthened by 10 per cent0.7 (1.5)

Weakened by 10 per cent(0.7)1.5

Other comprehensive income

Strengthened by 10 per cent(100.8)(92.1)

Weakened by 10 per cent103.2 92.1

Significant assumptions used in the foreign currency exposure sensitivity analysis include:

Reasonably possible movements in foreign exchange rates were determined based on a review of the last two years’ historical

movements. A movement of plus or minus 10% has therefore been applied to the AUD/NZD and USD/NZD exchange rates to

demonstrate the sensitivity of foreign currency risk of the company’s investment in foreign operations and associated derivative

financial instruments. The sensitivity was calculated by taking the AUD and USD spot rate as at balance date, moving this spot rate by

plus and minus 10% and then reconverting the AUD and USD balances with the ‘new spot rate’.

Unhedged foreign currency exposures

At balance date the Group has the following unhedged exposure to foreign currency risk arising on foreign currency monetary assets

and liabilities that fall due within the next twelve months:

2019

$Millions

2018

$Millions

Cash, short-term deposits and trade receivables

United States Dollars (USD) - 29.4

Australian Dollars (AUD)7.3 0.4

Bank overdraft, bank debt and accounts payable

Australian Dollars (AUD) - -

20.3.3 Energy price risk

Energy price risk is the risk that results will be impacted by fluctuations in spot energy prices. The Group meets its energy sales demand

by purchasing energy on spot markets, physical deliveries and financial derivative contracts. This exposes the Group to fluctuations in

the spot and forward price of energy. The Group has entered into a number of energy hedge contracts to reduce the energy price risk

from price fluctuations. These hedge contracts establish the price at which future specified quantities of energy are purchased and

settled. Any resulting differential to be paid or received is recognised as a component of energy costs through the term of the contract.

The Group has elected to apply cash flow hedge accounting to those instruments it deems material and which qualify as cash flow

hedges.

2019 2018

At balance date the aggregate notional volume of outstanding energy derivatives were:

Electricity (GWh)19,753.017,188.0

Fair value of energy derivatives ($millions)135.7 80.2

As at 31 March 2019, the Group had energy contracts outstanding with various maturities expected to occur continuously throughout

the next five years. The hedged anticipated energy purchase transactions are expected to occur continuously throughout the

contract period from balance sheet date consistent with the Group’s forecast energy generation and retail energy sales. Gains and

losses recognised in the cash flow hedge reserve on energy derivatives as of 31 March 2019 will be continuously released to the income

statement in each period in which the underlying purchase transactions are recognised in the profit or loss.

98
2019

$Millions

2018

$Millions

The termination dates for the energy derivatives are as follows:

Between 0 to 1 year43.3 86.7

Between 1 to 2 years78.826.6

Between 2 to 5 years117.013.3

Over 5 years15.0 -

254.1126.6

Energy price sensitivity analysis

The following table shows the impact on post-tax profit and equity of an increase/decrease in the relevant forward electricity prices

with all other variables held constant:

2019

$Millions

2018

$Millions

Profit and loss

10% increase in energy forward prices(2.2)(0.8)

10% decrease in energy forward prices2.20.8

Other comprehensive income

10% increase in energy forward prices(33.2)(35.8)

10% decrease in energy forward prices33.235.8

20.4 Fair values

The carrying amount of financial assets and financial liabilities recorded in the financial statements is their fair value, with the exception

of bond debt and senior notes held at amortised cost which have a fair value at 31 March 2019 of $1,997.8 million (31 March 2018:

$1,764.9 million) compared to a carrying value of $1,979.5 million (31 March 2018: $1,738.3 million).

The carrying value of derivative financial assets and liabilities recorded in the statement of financial position are as follows:

2019

$Millions

2018

$Millions

Assets

Derivative financial instruments – energy170.9 107.5

Derivative financial instruments – cross currency interest rate swaps2.9 -

Derivative financial instruments – foreign exchange - -

Derivative financial instruments – interest rate0.7 2.6

174.5 110.1

Split as follows:

Current 17.8 2.9

Non-current 156.7 107.2

174.5 110.1

Liabilities

Derivative financial instruments – energy35.2 27.3

Derivative financial instruments – cross currency interest rate swaps - 6.2

Derivative financial instruments – foreign exchange - -

Derivative financial instruments – interest rate82.3 33.1

117.5 66.6

Split as follows:

Current 32.2 27.6

Non-current 85.3 39.0

117.5 66.6

99
Estimation of fair values

The fair values of financial assets and financial liabilities are determined as follows:

• The fair value of financial assets and liabilities with standard terms and conditions and traded on active liquid markets are

determined with reference to quoted market prices.

• The fair value of other financial assets and liabilities are calculated using market-quoted rates based on discounted cash flow analysis.

• The fair value of derivative financial instruments are calculated using quoted prices. Where such prices are not available, use is made

of discounted cash flow analysis using the applicable yield curve or available forward price data for the duration of the instruments.

Where the fair value of a derivative is calculated as the present value of the estimated future cash flows of the instrument, the two key

types of variables used by the valuation techniques are:

• forward price curve (for the relevant underlying interest rates, foreign exchange rates or commodity prices); and

• discount rates.

Valuation inputSource

Interest rate forward price curvePublished market swap rates

Foreign exchange forward pricesPublished spot foreign exchange rates

Electricity forward price curveMarket quoted prices where available and management's best

estimate based on its view of the long run marginal cost of new

generation where no market quoted prices are available

Discount rate for valuing interest rate derivativesPublished market interest rates as applicable to the remaining


life of the instrument

Discount rate for valuing forward foreign exchange contractsPublished market rates as applicable to the remaining life


of the instrument

Discount rate for valuing electricity price derivativesAssumed counterparty cost of funds ranging from 3.1% to 4.1%


(31 March 2018: 3.1% to 3.5%)

The selection of variables requires significant judgement and therefore there is a range of reasonably possible assumptions in respect

of these variables that could be used in estimating the fair value of these derivatives. Maximum use is made of observable market data

when selecting variables and developing assumptions for the valuation techniques.

Fair value hierarchy

The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

• Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1)

• Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or

indirectly (that is, derived from prices) (level 2)

• Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3)

The following tables present the Group’s financial assets and liabilities that are measured at fair value.

31 March 2019

Level 1

$Millions

Level 2

$Millions

Level 3

$Millions

Total

$Millions

Assets per the statement of financial position

Derivative financial instruments – energy - 0.3 170.6 170.9

Derivative financial instruments – cross currency interest rate swaps - 2.9 - 2.9

Derivative financial instruments – foreign exchange - - - -

Derivative financial instruments – interest rate - 0.7 - 0.7

To ta l-3.9 170.6 174.5

Liabilities per the statement of financial position

Derivative financial instruments – energy - 8.1 27.1 35.2

Derivative financial instruments – cross currency interest rate swaps - - - -

Derivative financial instruments – foreign exchange - - - -

Derivative financial instruments – interest rate - 82.3 - 82.3

To ta l-90.4 27.1 117.5

100
31 March 2018

Level 1

$Millions

Level 2

$Millions

Level 3

$Millions

Total

$Millions

Assets per the statement of financial position

Derivative financial instruments – energy - - 107.5 107.5

Derivative financial instruments – cross currency interest rate swaps - - - -

Derivative financial instruments – foreign exchange - - - -

Derivative financial instruments – interest rate - 2.6 - 2.6

To ta l-2.6 107.5 110.1

Liabilities per the statement of financial position

Derivative financial instruments – energy - - 27.3 27.3

Derivative financial instruments – cross currency interest rate swaps - 6.2 - 6.2

Derivative financial instruments – foreign exchange - - - -

Derivative financial instruments – interest rate - 33.1 - 33.1

To ta l-39.3 27.3 66.6

There were no transfers between derivative financial instrument assets or liabilities classified as level 1 or level 2, and level 3 of the fair

value hierarchy during the year ended 31 March 2019 (31 March 2018: none).

The following table reconciles the movements in level 3 Electricity price derivatives that are classified within level 3 of the fair value

hierarchy because the assumed location factors which are used to adjust the forward price path are unobservable.

2019

$Millions

2018

$Millions

Assets per the statement of financial position

Opening balance107.5 101.8

Foreign exchange movement on opening balance(2.3)(2.7)

Acquired as part of business combination - -

Gains and (losses) recognised in profit or loss11.78.1

Gains and (losses) recognised in other comprehensive income53.70.3

Closing balance170.6107.5

Total gains or (losses) for the year included in profit or loss for assets held at the end of the reporting year53.410.2

Liabilities per the statement of financial position

Opening balance27.3 48.2

Foreign exchange movement on opening balance(0.2) -

Acquired as part of business combination - -

(Gains) and losses recognised in profit or loss(4.1)(17.8)

(Gains) and losses recognised in other comprehensive income4.1(3.1)

Sold as part of the disposal of a subsidiary - -

Closing balance27.127.3

Total gains or (losses) for the year included in profit or loss for liabilities held at the end of the reporting year(3.9)(15.2)

Settlements during the year24.94.4

101
20.5 Risk Management Framework

The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Group

has established an Audit and Risk Committee for Infratil and each of its significant subsidiaries and associates with responsibilities which

include reviewing management practices in relation to identification and management of significant business risk areas and regulatory

compliance. The Group has developed a comprehensive, enterprise wide risk management framework. Management and Boards

throughout the Group participate in the identification, assessment and monitoring of new and existing risks. Particular attention is given to

strategic risks that could affect the Group. Management report to the Audit and Risk Committee and the Board on the relevant risks and

the controls and treatments for those risks.

20.6 Capital Management

The Group’s capital includes share capital, reserves, retained earnings and non-controlling interests of the Group. From time to time the

Group purchases its own shares on the market with the timing of these purchases dependent on market prices, an assessment of value

for shareholders and an available window to trade on the NZX. Primarily the shares are intended to be held as treasury stock and may

be reissued under the Dividend Reinvestment Plan or cancelled. During the year the Group bought back no shares (2018: 775,000). The

Company and the Group’s borrowings are subject to certain compliance ratios in accordance with the facility agreements or the trust

deed applicable to the borrowings.

The Group seeks to ensure that no more than 25% of its non-bank debt is maturing in any one year period, and to spread the maturities

of its bank debt facilities between one and five years. Discussions on refinancing of facilities will normally commence at least six months

before maturity. Facilities are maintained with AA- (2018: AA-) or above rated financial institutions, and with a minimum number of bank

counterparties to ensure diversification. The Group manages its interest rate profile so as to minimise value volatility. This means having

interest costs fixed for extended terms. At times when long rates appear to be sustainably high, the profile may be shortened, and when

rates are low the profile may be lengthened.

21 Leases

The Group has receivables from operating leases relating to the lease of premises. These receivables expire as follows:

2019

$Millions

2018

$Millions

Operating lease receivables as lessor

Between 0 to 1 year 19.3 20.5

Between 1 to 2 years17.1 16.4

Between 2 to 5 years32.3 38.9

More than 5 years5.5 8.1

74.2 83.9

The Group has commitments under operating leases relating to the lease of premises and the hire of plant and equipment. These

commitments expire as follows:

2019

$Millions

2018

$Millions

Operating lease commitments as lessee

Between 0 to 1 year 8.8 13.4

Between 1 to 2 years8.2 13.6

Between 2 to 5 years19.6 33.9

More than 5 years66.6 65.1

103.2 126.0

102
22 Capital commitments

2019

$Millions

2018

$Millions

Committed but not contracted for 37.2 35.1

Contracted but not provided for544.1 79.3

Capital commitments581.3 114.4

Capital commitments associated with the Dundonnell Wind Farm total A$470.1 million as at 31 March 2019. See note 7 for Infratil’s

commitments to ASIP and Clearvision Ventures.

23 Power purchase arrangements adjustment

Australian Power Purchase Arrangements (‘PPAs’) are entered into with third parties (electricity retailers) by Tilt Renewables (‘Tilt’) in order to

ensure it can continue to sell electricity at predetermined prices. Historically, Tilt had determined that PPA agreements were operating

leases and recognised the fixed price income as it was generated. Tilt had historically concluded that all PPAs were supply contracts for

the delivery of electricity as the contracts required physical delivery of the products and the view that the Australian Electricity Market

Operator (‘AEMO’) was a market clearing house that is used to settle such arrangements.

Whilst the accounting standards that outline the measurement and presentation requirements to be applied to PPAs have not changed

with the implementation of NZ IFRS 9, there has been a review of the accounting treatment for these contracts since the year ended 31

March 2018. The Australian electricity PPA’s require net settlement due to the structure of the electricity market, and it has been concluded

that the net payment made to, or received from the third party should be accounted for as a derivative financial instrument. As a result,

Tilt has determined the fair value of these arrangements and recognised a derivative asset or liability at each reporting date. This change

in accounting treatment has been reflected in both the current and comparative periods. This change is not applicable to the Group’s

New Zealand PPAs as these are not net settled and the energy market is structured differently.

Tilt has also identified that the relationship between the PPAs and the entity’s exposure to fluctuating energy prices meets the criteria as


a qualifying hedge relationship. On a prospective basis, the Group will apply hedge accounting to the PPAs entered into with third parties.

The Group has restated each of the affected financial statement line items for the prior year, as detailed below.

Impact on equity (increase/(decrease))

31 March 2018

As reported

$Millions

Adjustment

$Millions

Restated balance

$Millions

Derivative assets – non-current3.0 104.2 107.2

Property, plant and equipment4,808.9 (86.0)4,722.9

Total assets6,621.6 18.2 6,639.8

Derivative liabilities – current12.7 14.9 27.6

Derivative liabilities – non-current39.0 -39.0

Deferred tax liabilities510.0 1.0 511.0

Total liabilities3,488.9 15.9 3,504.8

Revaluation reserve830.9 (32.7)798.2

Retained earnings784.6 33.9 818.5

Non-controlling interest1,198.3 1.1 1,199.4

Net impact on equity3,132.7 2.3 3,135.0

Impact on income statement (increase/(decrease))

31 March 2018

As reported

$Millions

Adjustment

$Millions

Restated balance

$Millions

Depreciation176.8(3.3)173.5

Net gain/(loss) on foreign exchange and derivatives7.827.1 34.9

Income tax expense52.29.1 61.3

103
Impact on opening balances (increase/(decrease))

31 March 2017

As reported

$Millions

Adjustment

$Millions

Restated balance

$Millions

Derivative assets – non-current8.3 95.9 104.2

Property, plant and equipment4,900.5 (64.5)4,836.0

Total assets6,796.7 31.5 6,828.2

Derivative liabilities – current9.5 27.4 36.9

Derivative liabilities – non-current53.2 4.0 57.2

Deferred tax liabilities536.7 -536.7

Total liabilities3,655.8 31.5 3,687.3

Revaluation reserve810.1 (23.0)787.1

Retained earnings789.1 23.0 812.1

Non-controlling interest1,182.6 -1,182.6

Net impact on equity3,140.9 -3,140.9

The change did not have an impact on OCI for the year or the Group’s operating, investing and financing cash flows.

As the Group has not historically hedge accounted for the Australian PPAs, the initial recognition of the derivative value as at


31 March 2017 is required to be amortised through profit and loss over the life of the PPA. Any movements in the PPA derivative

value after 1 April 2018 will be assessed for effectiveness and the effective portion taken through Other Comprehensive Income

to the cash flow hedge reserve removing the ongoing volatility within the profit and loss.

24 Reconciliation of net surplus with cash flow from operating activities

2019

$Millions

2018

$Millions

Net surplus for the year52.4 160.5

(Add)/Less items classified as investing activity:

(Gain)/Loss on investment realisations and impairments36.7 5.3

Add items not involving cash flows:

Movement in financial derivatives taken to the profit or loss(0.3)(26.5)

Decrease in deferred tax liability excluding transfers to reserves34.3 (4.9)

Changes in fair value of investment properties(4.8)(18.0)

Equity accounted earnings of associate net of distributions received(67.0)(13.7)

Depreciation171.7 173.5

Movement in provision for bad debts2.2 3.7

Amortisation of intangibles16.5 17.0

Other5.6 9.7

Movements in working capital:

Change in receivables(83.4)(25.8)

Change in inventories0.2 (1.5)

Change in trade payables5.7 21.9

Change in accruals and other liabilities129.87.7

Change in current and deferred taxation(22.7)(13.1)

Net cash flow from operating activities276.9295.8

104
25 Key management personnel disclosures

Key management personnel have been defined as the Chief Executives and direct reports for the Group’s operating subsidiaries

(excluding non-executive Directors).

2019

$Millions

2018

$Millions

Key management personnel remuneration comprised:

Short-term employee benefits 14.3 11.6

Post employment benefits - -

Termination benefits - -

Other long-term benefits 0.7 0.3

Share based payments3.2 4.5

18.2 16.4

Directors fees paid to directors of Infratil Limited and its subsidiaries during the year were $3.7 million (2018: $3.4 million).

26 Employee share schemes

Infratil Staff Share Purchase Scheme

In 2008 Infratil commenced a staff share purchase scheme (‘the Staff Share Scheme’). Under the Staff Share Scheme participating

employees have a beneficial title to the ordinary shares, which are held by a trustee company. Staff are provided a loan in respect of

the shares which is repayable over a period of three years. Upon repayment of the loan and three years’ service by the participating

employee, the ordinary shares will transfer from the trustee company to the participating employee, and the shares become

unrestricted. Other than in exceptional circumstances, the length of the retention period before the shares vest is three years during

which time the ordinary shares cannot be sold or disposed of.

During the year 47,770 shares were transferred to employees under the scheme (2018: 42,091 shares).

Infratil Executive Redeemable Share Scheme

From time to time selected key eligible executives and senior managers of Infratil and certain of its subsidiaries are invited to participate

in the Infratil Executive Redeemable Share Scheme (‘Executive Scheme’) to acquire Executive Redeemable Shares (‘Executive Shares’).

The Executive Shares have certain rights and conditions and cannot be traded and do not convert to ordinary shares until those

conditions have been met. The Executive Shares confer no rights to receive dividends or other distributions or to vote. Executive Shares

may be issued which will convert to ordinary shares after three years (other than in defined circumstances) provided that the issue price

has been fully paid and vesting conditions have been met. The vesting conditions include share performance hurdles with minimum

future share price targets which need to be achieved over the specified period. The number of shares that “vest” (or LTI bonus paid) is

based on the share price performance over the relevant period of the Infratil ordinary shares. If the executive is still employed by the

Group at the end of the specified period, provided the share performance hurdles are met the executive receives a long-term incentive

bonus (‘LTI’) which must be used to repay the outstanding issue price of the Executive Shares and the Executive Shares are then

converted to fully paid ordinary shares of Infratil.

No new Infratil Executive Redeemable Shares were granted during the current or prior year. On 17 June 2016, 528,000 Infratil Executive

Redeemable Shares were granted at a price of $3.3107, the volume weighted average market price over the 20 business days

immediately preceding the date on which the shares were issued to each executive. One cent per Executive Share was paid up in cash

by the executive with the balance of the issue price payable when the executive becomes eligible to receive the long-term incentive

bonus. The Determination Date for the 2016 Scheme is 17 June 2019.

Executive redeemable shares

2019 2018

Balance at the beginning of the year 433,000 990,500

Shares issued - -

Shares converted to ordinary shares - -

Shares cancelled - (557,500)

Balance at end of year 433,000 433,000

105
27 Related parties

Certain Infratil Directors have relevant interests in a number of companies with which Infratil has transactions in the normal course of

business. A number of key management personnel are also Directors of Group subsidiary companies and associates.

Morrison & Co Infrastructure Management Limited (‘MCIM’) is the management company for the Company and receives management

fees in accordance with the applicable management agreement. MCIM is owned by H.R.L. Morrison & Co Group Limited Partnership

(‘MCO’). Mr Bogoievski is a director of Infratil and is a director and Chief Executive Officer of MCO. Entities associated with Mr Bogoievski

also have beneficial interests in MCO.

Management and other fees paid by the Group (including associates) to MCIM, MCO or its related parties during the year were:

Note

2019

$Millions

2018

$Millions

Management fees2824.9 22.1

International Portfolio Incentive fee29102.6 -

Executive secondment and consulting - -

Directors fees2.2 2.1

Financial management, accounting, treasury, compliance and administrative services1.4 1.4

Risk management reporting - -

Investment banking services1.2 1.2

Total management and other fees132.3 26.8

The above table includes $1.5 million paid by discontinued operations in the year ended 31 March 2019 (2018: $1.3 million).

At 31 March 2019 amounts owing to MCIM of $3.6 million (excluding GST) are included in trade creditors (2018: $2.5 million).

On 8 May 2017 the Company obtained a standing waiver from NZSX Listing Rule 9.2.1. The effect of the waiver is to waive the requirement

for Infratil to obtain an Ordinary Resolution from shareholders to enter into a Material Transaction with a Related Party to the extent

required to allow Infratil to enter into transactions with co-investors that have also engaged an entity related to H.R.L. Morrison & Co

Group LP for investment management or advisory services. The waiver is provided on the conditions specified in paragraph 2 of the waiver

decision, which is available on Infratil’s website: www.infratil.com/for-investors/announcements. As yet, no transaction has been entered

into in reliance on this waiver.

MCO, or Employees of MCO received directors fees from the Company’s subsidiaries or associated companies as follows:

2019

$000’s

2018

$000’s

CDC Group Holdings Pty Ltd160.7 234.9

Cullinan Holding Trust (ANU Student Accommodation)53.6 89.6

Infratil Infrastructure Property Limited60.0 60.0

New Lynn Central Limited Partnership - -

New Zealand Bus Limited175.5 175.5

Longroad Energy Holdings, LLC168.9 74.6

Perth Energy Pty Limited181.9 163.5

RA (Holdings) 2014 Pty Limited235.7 238.1

Snapper Services Limited49.2 37.8

Tilt Renewables Limited407.1 400.5

Trustpower Limited289.3 263.0

Wellington International Airport Limited329.3 287.5

2,111.2 2,025.0

106
28 Management fee to Morrison & Co Infrastructure Management Limited

The management fee to MCIM comprises a number of different components:

A New Zealand base management fee is paid on the ‘New Zealand Company Value’ at the rates of 1.125% per annum on New Zealand

Company value up to $50 million, 1.0% per annum on the New Zealand Company Value between $50 million and $150 million, and

0.80% per annum on the New Zealand Company Value above $150 million. The New Zealand Company Value is:

• the Company’s market capitalisation as defined in the management agreement (i.e. the aggregated market value of the Company’s

listed securities, being ordinary shares, partly paid shares and, Infratil Infrastructure bonds);

• plus the Company and its wholly owned subsidiaries’ net debt (excluding listed debt securities and the book value of the debt in any

non-Australasian investments);

• minus the cost price of any non-Australasian investments; and,

• plus/minus an adjustment for foreign exchange gains or losses related to non-New Zealand investments.

An international fund management fee is paid at the rate of 1.50% per annum on:

• the cost price of any non-Australasian investments; and,

• the book value of the debt in any wholly owned non-Australasian investments.

29 International Portfolio Incentive fee

International Investments are eligible for International Portfolio Incentive fees (‘Incentive fees’) under the Management Agreement

between MCIM and Infratil. The Agreement allows for incentives to be payable for performance in excess of a minimum hurdle of

12% per annum in three separate areas:

• Initial Incentive fees;

• Annual Incentive fees; and,

• Realised Incentive fees.

All investments that are acquired in any one financial year are grouped together for the purposes of the Initial Incentive fee, and an

Initial Incentive fee is payable at 20% of the outperformance of these assets against a benchmark of 12% p.a. after tax, compounding.

The investments in ANU Purpose Built Student Accommodation, Canberra Data Centres and Longroad Energy, and the demerger of

Tilt Renewables (from Trustpower) all occurred in the 2017 financial year and were therefore eligible for the International Portfolio Initial

Incentive fee assessment as at 31 March 2019.

Based on independent valuations obtained as at 31 March 2019 for these International Investments, an Initial Incentive Fee of

$102.6 million is payable to MCIM, allocated as follows:

2019

$Millions

Tilt Renewables2.5

Canberra Data Centres65.3

Longroad Energy21.2

ANU Student Accommodation13.6

102.6

None of the Group’s other International Investments met the performance hurdles for either the Annual Incentive fee or the Realised

Incentive fee.

30 Contingent liabilities and legal matters

The Company and certain wholly owned subsidiaries are guarantors of the bank debt facilities of Infratil Finance Limited under a Deed

of Negative Pledge, Guarantee and Subordination and the Company is a guarantor to certain obligations of subsidiary companies.

The Perth Energy group has issued bank guarantees of A$23.1 million to satisfy the prudential requirements from suppliers and the

Australian Energy Market Operator.

Perth Energy’s A$41.6 million secured bank facility and certain other indebtedness between the Perth Energy Holdings Group and

financiers has been guaranteed by Infratil Finance Limited.

107
31 Events after balance date

Acquisition of Vodafone New Zealand

On 14 May 2019, Infratil announced the 49.9% acquisition of Vodafone New Zealand Limited (‘Vodafone NZ’). A consortium comprising

Infratil and Brookfield Asset Management Inc. (‘Brookfield’) have executed a conditional agreement to acquire Vodafone NZ from

Vodafone Group Plc for an enterprise value of $3.4 billion. The $3.4 billion purchase price is to be funded via a $1,029 million equity

contribution from each of Infratil and Brookfield, with the balance funded from Vodafone NZ level debt and a portion of equity reserved

for the Vodafone NZ executive team.

Infratil’s equity contribution is expected to be funded via a fully underwritten equity raising of up to NZ$400 million, with the remainder

to be funded through a combination of NZ$400 million of debt from a committed acquisition debt facility and the use of existing debt

facility headroom.

Completion is conditional on Overseas Investment Office approvals and Commerce Commission clearance. Infratil anticipates that

these conditions will be satisfied by August, and completion will occur by 31 August 2019.

ANU Student Accommodation concession sale

On 14 May 2019, Infratil announced that the conditions to sale of the ANU Student Accommodation concession (‘ANU’) have been

satisfied. Infratil advised that it has received all counterparty consents for the sale of its 50% interest in ANU to funds controlled by

AMP Capital, originally announced on 1 April 2019. Completion of the transaction is expected to occur on 20 May 2019 and Infratil

expects to receive cash proceeds of approximately A$162 million.

Dividend

On 16 May 2019, the Directors approved a partially imputed final dividend of 11.0 cents per share to holders of fully paid ordinary

shares to be paid on 27June 2019.

108
© 2019 KPMG, a New Zealand partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative

(“KPMG International”), a Swiss entity.

Independent Auditor’s Report

To the shareholders of Infratil Limited

Report on the consolidated financial statements

Opinion

In our opinion, the accompanying consolidated

financial statements of Infratil Limited (the company)

and its subsidiaries (the group) on pages 60 to 107:

i.present fairly in all material respects the group’s

financial position as at 31 March 2019 and its

financial performance and cash flows for the year

ended on that date; and

ii.comply with New Zealand Equivalents to

International Financial Reporting Standards.

We have audited the accompanying consolidated

financial statements which comprise:

—the consolidated statement of financial position

as at 31 March 2019;

—the consolidated statements of comprehensive

income, changes in equity and cash flows for the

year then ended; and

—notes, including a summary of significant

accounting policies and other explanatory

information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the group in accordance with Professional and Ethical Standard 1 (Revised) Code of Ethics

for Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board and the

International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code),

and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the

consolidated financial statements section of our report.

Our firm has also provided other services to the group in relation to taxation services, audit of regulatory

disclosures, other assurance engagements and due diligence services. Subject to certain restrictions, partners and

employees of our firm may also deal with the group on normal terms within the ordinary course of trading activities

of the business of the group. These matters have not impaired our independence as auditor of the group. The firm

has no other relationship with, or interest in, the group.

Scoping

The scope of our audit is designed to ensure that we perform adequate work to be able to give an opinion on the

consolidated financial statements as a whole, taking into account the structure of the group, the significance and

risk profile of each investment it owns, the group’s accounting processes and controls, and the industry in which

the investments operate.

109







In establishing the overall approach to the group audit, we determined the type of work that needed to be

performed at the component level by us, as the group engagement team, or component auditors operating under

our instruction. A full scope audit was performed on the most significant investments for the group using

component materialities which were lower than group materiality. The component materiality took into account

the size and the risk profile of each component.

Where the work was performed by component auditors, we determined the level of involvement we needed to

have in the audit work at those investments to be able to conclude whether sufficient appropriate audit evidence

had been obtained as a basis for our opinion on the group financial statements as a whole. We kept in regular

communication with component audit teams throughout the year with phone calls, discussions and written

instructions and ensured that the component audit teams had the appropriate skills and competencies which are

needed for the audit. We reviewed the work undertaken by component auditors in order to ensure the quality and

adequacy of their work.

Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the

nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually

and on the consolidated financial statements as a whole. The materiality for the consolidated financial statements

as a whole was set at $16 million, determined with reference to a benchmark of group total assets. We chose

total assets given the asset intensive nature of the group’s underlying investments and that this is a more stable

and relevant measure than a profit measure. Materiality represents 0.25% of the selected benchmark.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of

the consolidated financial statements in the current period. We summarise below those matters and our key audit

procedures to address those matters in order that the shareholders as a body may better understand the process

by which we arrived at our audit opinion. Our procedures were undertaken in the context of and solely for the

purpose of our statutory audit opinion on the consolidated financial statements as a whole and we do not express

discrete opinions on separate elements of the consolidated financial statements

The key audit matter How the matter was addressed in our audit

Valuation of Property, Plant and Equipment


As disclosed in note 13 of the financial statements, the group has property, plant and equipment of $4,202

million (2018: $4,468 million), with renewable generation assets, land and civil works and buildings making up

the majority of this balance. The group has a policy of recording classes of property, plant and equipment at

cost less accumulated depreciation, or at valuation, with valuations undertaken at least every 5 years.

Renewable generation assets ($2,885 million)

Valuation of renewable generation assets is

considered to be a key audit matter due to both its

magnitude and the judgement involved in the

assessment of the fair value of these assets by the

group’s Directors. The judgement relates to the

valuation methodology used and the assumptions

included within that methodology. Renewable

generation assets include both hydro and wind

generation assets.


Our procedures over the renewable generation asset

valuations included:

—Comparing the forward electricity price path used in

the independent valuation to current externally

derived market data;

—Using valuation specialists to assess the

appropriateness of the discount rate applied to the

110







The key audit matter How the matter was addressed in our audit

The Group’s hydro generation assets carrying value is

$1,862 million as at 31 March 2019 and an

independent valuation was carried out as at 31 March

2019. The wind generation assets carrying value as at

31 March 2019 is $1,023 million. An out of cycle

revaluation assessment was carried out during the

year due to a decrease in the long term forecast

Australian Large Generation Credits and electricity

prices.

The assumptions included in the valuations that have

the largest impact on fair value are:

—New Zealand and Australian electricity forward

price path forecasts;

—Future generation volumes in New Zealand and

Australia;

—Discount rates applied to the estimated future

cash flows to determine a present day value; and

—Forecast costs of operating the generation

schemes.

estimated future cash flows by comparing this to

rates used by other market participants;

—Comparing forecast generation volumes and

operating costs assumed in the independent

valuation against actual realised volumes and

operating costs incurred in the year to 31 March

2019; and

—Giving specific consideration to the Electricity

Authority proposal on Avoided Cost of Transmission

and its impact on the fair value of hydro generation

assets.

Land and civil works ($562.8 million) and Buildings

($538 million).

Valuation of land and civil works and buildings,

specifically in relation to airport assets, is considered

to be a key audit matter due to the magnitude and

judgement involved in the assessment of the fair

value of these assets by the group’s Directors. The

judgement relates to the valuation methodologies

used and the assumptions included in each of those

methodologies.

The last independent valuation of land and buildings

was carried out as at 31 March 2018 and the last

independent valuation of civil works was carried out

as at 31 March 2016. The assumptions that have the

largest impact on the valuations are:

—The potential value of the airport land if there was

no airport on the site, primarily driven by

weighted average cost of capital;

—The replacement cost of buildings including the

main terminal building;

—The replacement cost of civil assets including the

runway, taxiways and roads; and

—The estimated future cash flows and expected

rate of return from the vehicle assets.

Our procedures to assess the land and civil works and

buildings valuations included, amongst others:

—Utilising valuation specialists to assess the

changes in key judgemental assumptions which

have the largest impact on the valuation. This

included assessing:

—changes to the weighted average cost of

capital against observable market data;

—changes in the value of underlying land prices

with reference to observable market

transactions and relevant indices;

—changes in the cost of buildings and civil

assets; and

—the future cash flows against approved

budgets and historical financial performance;

—Comparing the valuation methodologies used by

the valuer for the group, to the valuation

methodologies used by other airports within New

Zealand for comparability.


111







The key audit matter How the matter was addressed in our audit

Management have applied judgement in determining

that there were no significant changes to those

assumptions which would warrant performing a full

revaluation at 31 March 2019.

Carrying value of investment in associates

The carrying value of the group’s investment in

associates as at 31 March 2019 was $857 million.

Investments in associates contribute a significant

portion of the group’s net surplus and total assets.

Given the significance of these investments to the

group, we consider this to be a key audit matter.

A key focus of our attention was on the Canberra

Data Centres (CDC) investment due to its size ($555

million), comprising over 60% of the group’s total

investment in associates.


Our procedures performed to assess the carrying value

of associates included, amongst others:

—Recalculating the share of profit from equity

accounted investments using investee financial

information;

—Testing a sample acquisitions made and distributions

received from associates during the year;

—Consideration of associate’s performance to date

with reference to the most recent audited financial

statements and assessment of relevant indicators of

impairment; and

—Where valuation models have been used to support

carrying value, we have utilised our valuation

specialists to consider the discount rates and cash

flow projections used within the models.

Other information

The Directors, on behalf of the group, are responsible for the other information included in the entity’s Annual

Report. Other information includes the reports of the Chief Executive and the Chair, Infratil’s Financial Performance

and Position, Infratil’s businesses, disclosures relating to strategy, corporate governance and statutory

information. Our opinion on the consolidated financial statements does not cover any other information and we

do not express any form of assurance conclusion thereon.


In connection with our audit of the consolidated financial statements our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

consolidated financial statements or our knowledge obtained in the audit or otherwise appears materially

misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report that fact. We have nothing to report in this regard.

Use of this independent auditor’s report

This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been

undertaken so that we might state to the shareholders those matters we are required to state to them in the

independent auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept

or assume responsibility to anyone other than the shareholders as a body for our audit work, this independent

auditor’s report, or any of the opinions we have formed.

112







Responsibilities of the Directors for the consolidated financial

statements

The Directors, on behalf of the company, are responsible for:

—the preparation and fair presentation of the consolidated financial statements in accordance with generally

accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial

Reporting Standards);

—implementing necessary internal control to enable the preparation of a consolidated set of financial statements

that is fairly presented and free from material misstatement, whether due to fraud or error; and

—assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related to

going concern and using the going concern basis of accounting unless they either intend to liquidate or to

cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial

statements

Our objective is:

—to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from

material misstatement, whether due to fraud or error; and

—to issue an independent auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance

with ISAs NZ will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error. They 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 these

consolidated financial statements.

A further description of our responsibilities for the audit of these consolidated financial statements is located at

the External Reporting Board (XRB) website at:

http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our independent auditor’s report.

The engagement partner on the audit resulting in this independent auditor's report is Ross Buckley.

For and on behalf of




KPMG

Wellington

16 May 2019


113
The Board is committed to undertaking its role in accordance with

internationally accepted best practice, within the context of

Infratil’s business. Infratil’s corporate governance practices have

been prepared with reference to the Financial Markets Authority’s

Corporate Governance Handbook, the requirements of the NZX

Listing Rules and the recommendations in the NZX Corporate

Governance Code (“NZX Code”).

Copies of Infratil’s key corporate governance documents, are


available on the corporate governance section of Infratil’s

website: www.infratil.com/about-us/corporate-governance/.

These include Infratil’s Constitution, the Management Agreement,

the Board and Committee Charters, the Corporate Governance

Statement (which discloses Infratil’s compliance with the NZX

Code) and key corporate governance policies.

Corporate governance structure

The Board is elected by the shareholders with overall responsibility

for the governance of Infratil, while the day to day management of

Infratil has been delegated to Morrison & Co. The respective roles

of the Board and Morrison & Co within this corporate governance

structure are summarised below.

The Board

Role of the Board

The primary role of the Board is to approve and monitor the

strategic direction of Infratil recommended by Morrison & Co and

add long-term value to Infratil’s shares, having appropriate regard

to the interests of all material stakeholders. In addition:

• The Board establishes Infratil’s objectives, overall policy

framework within which the business is conducted and confirms

strategies for achieving these objectives.

• The Board also monitors performance and ensures that

procedures are in place to provide effective internal financial

control.

• Although the day to day management of Infratil has been

delegated to Morrison & Co, Board approval is required for:

–all investments and divestments;

–Infratil’s capital management, capital structure and risk

management/appetite;

–Infratil’s portfolio management.

The Board’s role and responsibilities are set out in the Board Charter.

Board Committees

The Board has established four standing committees, and other

committees may be formed when it is efficient or necessary to

facilitate efficient decision-making or when required by law:

• Audit and Risk Committee

The Board has established this Committee to oversee financial

reporting, accounting policies, financial management, internal

control systems, risk management systems, systems for

protecting assets and compliance. The Committee also:

–keeps under review the scope and results of audit work, its

cost effectiveness and performance and the independence

and objectivity of the auditors;

–reviews the financial statements and the announcement to

the NZX and ASX of financial results; and

–receives regular reports from Morrison & Co, including

reports on financial and business performance, risk

management, financial derivative exposures and

accounting and internal control matters.

During Financial Year 2019, the Committee comprised


three independent Directors (A Gerry (Chair), M Tume and

P Springford). Manager representatives will attend meetings

to the Committee as appropriate, at the invitation of the

Committee Chair.

The Committee will meet at least quarterly to fulfil its obligations.

The Committee Chair may convene a meeting if he or she

considers one is required, and will also convene a meeting upon

request of any Committee member who considers it necessary.

The Committee’s role and responsibilities, and membership

requirements, are set out in the Audit and Risk Committee Charter.

• Nomination and Remuneration Committee

The Board has established this Committee to manage the

identification, consideration and recommendation of director

appointments to the Board, succession planning for Directors,

ensuring written agreements are in place for all Directors, the

induction programme for new Directors and recommending

remuneration for directors for consideration by shareholders.

Nominations will be put to the annual meeting in accordance

with Infratil’s constitution and the relevant legislation and listing

rules. The filling of casual vacancies must be approved by the

Board, and then approved by shareholders at the next general

meeting.

The Committee comprises three independent Directors


(M Tume (Chair), A Gerry and P Gough), with attendances by

appropriate Manager representatives.

The Committee will meet at least annually to fulfil its obligations.

The Committee Chair may convene a meeting if he or she

considers one is required, and will also convene a meeting upon

request of any Committee member who considers it necessary.

The Committee’s role and responsibilities, and membership

requirements, are set out in the Nomination and Remuneration

Committee Charter.

• Manager Engagement Committee

The Board has established the Manager Engagement

Committee to monitor Morrison & Co’s performance and

compliance with the Management Agreement.

The Board recognises that the interests of Infratil shareholders

and Morrison & Co have the potential to conflict, and that an

important role of the Board is to be aware of and assess

potential conflicts in relation to Infratil’s capital structure and

strategies adopted, and the resulting potential Morrison & Co

revenues. This Committee is also responsible for managing any

potential conflicts between the interests of Infratil shareholders

and Morrison & Co (for instance, in agreeing the terms of

governance arrangements for investment joint ventures with

other Morrison & Co clients).

The Committee must comprise solely of independent Directors


(with a minimum of three members). The Committee currently

comprises all independent Directors (M Tume (Chair), A Gerry,

P Gough, K Mactaggart, H Rolleston and P Springford).

Manager representatives do not attend meetings of the

Committee.

Corporate

Governance

114
The Committee will meet at least quarterly to fulfil its obligations.

The Committee Chair may convene a meeting if he or she

considers one is required, and will also convene a meeting upon

request of any Committee member who considers it necessary.

The Committee’s role and responsibilities, and membership

requirements, are set out in the Manager Engagement

Committee Charter.

Board membership

The number of Directors is determined by the Board, in accordance

with Infratil’s constitution, to ensure it is large enough to provide a

range of knowledge, views and experience relevant to Infratil’s

business. The composition of the Board will reflect the duties and

responsibilities it is to discharge and perform in setting Infratil’s

strategy and seeing that it is implemented. The Board Charter

requires both a majority of the Board, and the Chairman, to be

independent Directors.

The Board currently comprises seven Directors (six independent

Directors and one non-independent Director). The Board will

increase to eight Directors on 1 August 2019 (when the

appointment of an additional independent Director, Catherine

Savage, becomes effective) but will reduce to seven Directors

following the 2019 annual meeting (at which Humphry Rolleston


is retiring). The composition of the Board, experience and Board

tenure are set out below.

Mark Tume (BBS, Dip Bkg Stud)

Chairman and Independent Director

Mark Tume has been Chairman since 2013 and a director since


2007. He is Chair of RetireAustralia, Ngai Tahu Holdings Corporation

and Te Atiawa Iwi Holdings. His professional experience has been in

banking and funds management.

Marko Bogoievski (BCA, MBA, FCA)


Non-Independent Director

Marko Bogoievski is Chief Executive of Infratil and its Manager,

Morrison & Co. He joined the Infratil board in 2009. He is Chairman

of Longroad Energy and a director of Morrison & Co. He was

previously Chief Financial Officer of Telecom New Zealand and has

previously held board roles with Trustpower, Auckland Airport and

Infratil Energy Australia. Mr Bogoievski has an interest in Morrison &

Co, which has the Management Agreement with Infratil.

Alison Gerry (BMS(Hons), MAppFin)


Independent Director

Alison Gerry joined the Infratil board in 2014 and is Chair of the

Audit and Risk Committee. She is a director of Wellington

International Airport, Vero Insurance New Zealand and Chair of

Sharesies. Ms Gerry is a former director of Spark New Zealand and

has been a professional director since 2007. Previously she worked

for both corporates and for financial institutions in Australia, Asia

and London in trading, finance and risk roles.

Paul Gough (BCom(Hons))


Independent Director

Paul Gough joined the Infratil board in 2012. He is managing

partner of the UK private equity fund STAR Capital. He is a

director of several international companies in the transport,

logistics, healthcare, infrastructure and financial services sectors.

Mr Gough previously worked for Credit Suisse First Boston in

New Zealand and London.

Kirsty Mactaggart (BAcc, CA)


Independent Director

Kirsty Mactaggart joined the Infratil board in 2019. She was


most recently the Head of Equity Capital Markets, Corporate

Finance and Governance Asia for Fidelity International, and was

previously a Managing Director at Citigroup across Hong Kong

and London. She has 25 years global financial market experience

with a unique investor perspective and a focus on governance.

She is a member of Institute of Chartered Accountants of

Scotland I.C.A.S. Ms Mactaggart is originally from Scotland but is

now a New Zealand resident.

Humphry Rolleston


Independent Director

Humphry Rolleston joined the Infratil board in 2006, and will retire


from the Board at the 2019 annual meeting. He is a director of

NZX listed Property for Industry and owns private companies

involved in tourism, security, disruptive technology, manufacturing

and finance. Mr Rolleston is Chair of The Christchurch Foundation

and a Fellow of the New Zealand Institute of Directors and the

Institute of Management.

Catherine Savage (BCA, FCA)

Independent Director

Catherine Savage will join the Infratil board on 1 August 2019. She

is a highly experienced investor and director with substantial

governance experience in the investment management sector.

She is currently the Chair of the Guardians of New Zealand

Superannuation, and has previously served as the Chairperson of

the National Provident Fund, an independent director of the Todd

Family Office, Kiwibank and Pathfinder Asset Management, and

earlier led AMP Capital in New Zealand. She is Co-Chair of the

New Zealand Chapter for Women Corporate Directors, a Fellow of

Chartered Accountants Australia & New Zealand, a Fellow of The

Institute of Directors and a Fellow of INFINZ.

Peter Springford (MBA)


Independent Director

Peter Springford joined the Infratil board in 2016. He is a director

of Zespri and has extensive experience in managing companies in

Australia, New Zealand and Asia, including five years based in

Hong Kong as President of International Paper (Asia) Limited and

four years as Chief Executive Officer and Managing Director of

Carter Holt Harvey Limited. He is a chartered member of the

New Zealand Institute of Directors.

Independence

The Board Charter sets out the standards for determining whether

a Director is independent for the purposes of service on the Board

and committees. These standards reflect the requirements of the

NZX Listing Rules.

115
A Director is independent if the Board affirmatively determines

that the Director satisfies these standards. The Board has

determined that:

• All the non-executive Directors (namely, M Tume, A Gerry,


P Gough, P Springford, K Mactaggart and H Rolleston) are

independent Directors.

• C Savage will be an independent Director.

• The Chief Executive (M Bogoievski), as an employee of Morrison

& Co (and occupying a position analogous to an executive

Director), is not an independent Director.

Tenure

Directors are not appointed for fixed terms. However, the

Constitution and the NZX Listing Rules require that Directors stand

for re-election at regular intervals:

• The Constitution and the NZX Listing Rules currently require one


third (or the number nearest to one third) of the Directors

(excluding any Director appointed since the previous annual

meeting) must retire by rotation at each annual meeting. The

Directors to retire are those who have been longest in office

since their last election. Directors retiring by rotation may, if

eligible, stand for re-election). M Bogoievski, the Chief Executive,

is subject to the same rotation requirements as the other

Directors (as he is not an employee of Infratil).

• Following Infratil’s adoption of the updated NZX Listing Rules

(which will occur by 30 June 2019), all Directors will be required

to stand for re-election at the 3rd annual meeting after

appointment or after three years (whichever is longer).

A Director appointed by the Board to fill a casual vacancy must

also stand for election at the following annual meeting.

Board and committee meetings

The Board will normally hold at least six meetings in each year,

and additional Board meetings are held where necessary in order

to prioritise and respond to issues as they arise.

The Board and Committee meetings and attendance in Financial

Year 2019 are set out below:

Full

agenda

board

meetings

Limited

agenda

board

meetings

Audit


and risk

committee

Nomination

and

remuneration

committee

Manager

engagement

committee

M Tume7/75/54/42/23/3

M Bogoievski7/7 5/51/4--

A Gerry7/74/54/42/23/3

P Gough7/75/5-2/23/3

K Mactaggart


P M Springford7/75/53/4-3/3

HJD Rolleston7/75/5--3/3


Appointed 25 March 2019

Independent professional advice and training

With the approval of the Chairman, Directors are entitled to seek

independent professional advice on any aspect of the Directors’

duties, at Infratil’s expense. Directors are also encouraged to

identify and undertake training and development opportunities.

Board performance and skills

The Board, the Audit and Risk Committee and individual Directors

are subject to a performance appraisal from time to time (the

Chairman initiates a review of Board performance annually, and

an external review of the Board was conducted in Financial Year

2018). Appropriate strategies for improvement are agreed and

actioned.

The skills and capabilities of the Board are continually assessed

through the Chairman and the Board, including potential gaps in

skills and experience. Infratil has developed a Board skills matrix of

the skills and experience currently regarded as being important to

Infratil (and which is set out in the table below). The Board considers

that this mix of skills and experience is currently represented on the

Board (and this conclusion was supported by the external review of

the Board conducted in Financial Year 2018).

Skill/experience

Governance and stakeholder management

Infrastructure asset management and private markets

Financial/accounting

Capital markets and funds management

People and performance

Technology and innovation

Regulation

Marketing and consumer intelligence

Directors’ and Officers’ insurance

Infratil has arranged Directors’ and Officers’ liability insurance

covering Directors acting on behalf of Infratil. Cover is for damages,

judgements, fines, penalties, legal costs awarded and defence

costs arising from wrongful acts committed while acting for Infratil.

The types of acts that are not covered are dishonest, fraudulent,

malicious acts or omissions, wilful breach of statute or regulations

or duty to Infratil, improper use of information to the detriment of

Infratil, or breach of professional duty.

Takeover protocols

The Board has approved protocols that set out the procedure

to be followed if there is a takeover for Infratil, which reflect

the requirements of the Takeovers Code, market practice and

recommendations by the Takeovers Panel.

Morrison & Co

Role of Morrison & Co

The day to day management responsibilities have been

delegated to Morrison & Co under the Management Agreement.

The Management Agreement specifies the duties and powers of

Morrison & Co, and the management fee payable to Morrison &

Co (which is summarised in note 28 to the Financial Statements


on page 106 of this annual report).

The Board determines and agrees with Morrison & Co specific

goals and objectives, with a view to achieving the strategic goals

of Infratil. Between Board meetings, the Chairman maintains an

informal link between the Board and Morrison & Co, and is kept

informed by Morrison & Co on all important matters. The Chairman

116
is available to Morrison & Co to provide counsel and advice where

appropriate. Decisions of the Board are binding on Morrison & Co.

Morrison & Co is accountable to the Board for the achievement of

the strategic goals of Infratil. At each of its Board meetings, the

Board receives reports from or through Morrison & Co including

financial, operational and other reports and proposals.

Infratil’s management comprises people employed by Morrison


& Co (including the Chief Executive and Chief Financial Officer),

and people employed by Infratil’s subsidiaries and investee

companies.

Manager performance

A key responsibility of the Board is monitoring Morrison & Co’s

performance and compliance with the Management Agreement

(including potential conflicts between the interests of Morrison &

Co and the interests of Infratil shareholders):

• This responsibility is set out expressly in the Board Charter, and

was previously dealt with by meetings of the independent

Directors (without representatives of Morrison & Co present).

However, given the importance of this responsibility in the

context of Infratil’s business, the Board has established the

Management Engagement Committee to deal with these

matters to allow the Board to continue to discharge this

responsibility through a dedicated Board committee.

• The Board also recognises the potential for conflicts to arise in

the allocation of investment opportunities among clients of

Morrison & Co (including Infratil). Infratil has used investment

joint ventures for many years and expects to continue to do so,

and the Board encourages Morrison & Co to identify aligned

parties with which Infratil can co-invest. Accordingly, the Board

and Morrison & Co have agreed a deal allocation process so

Infratil has visibility of all investment opportunities that fit with

Infratil’s investment strategy and clear investment rights in

respect of those opportunities.

The Board initiates a review of the Management Agreement from

time to time. An external review of the management fee payable

to Morrison & Co under the Management Agreement was

conducted in Financial Year 2018 (and the key conclusions of that

were noted in the 2018 Annual Report).

Health and safety

Health and safety is managed by Infratil’s operational businesses

and Morrison & Co (rather than in aggregate at a group level),

and the Board is provided with regular health and safety reports

for those operating businesses and Morrison & Co.

Diversity

Infratil has a Diversity Policy, which applies to Infratil and its

wholly-owned subsidiaries (currently, NZ Bus and Snapper).

This policy does not apply to portfolio businesses which are not

wholly-owned subsidiaries of Infratil:

• Trustpower and Tilt Renewables (which, in aggregate, comprise

approximately 58% of Infratil’s assets and employ approximately

30% of the people employed in Infratil’s operational businesses)

have their own diversity policies for their business, which are

available on their websites:

https://www.trustpower.co.nz/

investor-centre/governance-documents

and https://www.

tiltrenewables.com/investors-landowners/governance-

documents/.

• Infratil encourages its other portfolio businesses to adopt

diversity policies which are appropriate for their businesses.

The Infratil Diversity Policy recognises the value of diversity of

thought at all levels of the business, in an inclusive environment, is

recognised as beneficial to decision making, improving and

increasing corporate and shareholder value, enhancing talent

recruitment and retention, increasing employee satisfaction and

enhancing the probability of achieving Infratil’s objectives

(“Principle”). Infratil ensures that it has (and encourages other

wholly-owned subsidiaries to have) strategies, initiatives and

practices to promote behaviours and processes that are consistent

with the Principle. Infratil recognises that these strategies, initiatives

and practices will be different for each wholly-owned subsidiary

depending on its specific business requirements and accordingly


it believes that it is better to engage with each wholly-owned

subsidiary on diversity rather than impose specific objectives on

each company. For the same reason, the Infratil Diversity Policy

does not include measurable objectives, as the appropriate

measurable objectives will be different for each portfolio business

(and Trustpower and Tilt Renewables have set, and report in their

Annual Reports on, gender diversity objectives as part of their

diversity policies).

Management monitors, reviews and reports to the Board on

Infratil’s progress under this Policy.

At 31 March 2019, the Infratil Board consisted of five male Directors

and two female Directors (31 March 2018: five male Directors

and one female Director) and, following the 2019 annual meeting,

the Infratil Board will consist of four male Directors and three

female Directors.

The following tables provide the proportion of women employees

in the organisation, women in senior executive positions and

women on the Board (senior executives are defined as a CEO or

CEO direct report, or a position that effectively carries executive

responsibilities):

2019 PositionNumberProportion

FemaleMaleFemaleMale

Board

1

2529%71%

Senior

Executive

Positions

2, 3

166520%80%

Organisation1,1682,28234%66%

2018 PositionNumberProportion

FemaleMaleFemaleMale

Board

1

1517%83%

Senior

Executive

Positions

2, 3

196124%76%

Organisation1,0912,39131%69%

1. Following the 2019 annual meeting, this will change to 3 female

Directors (43%) and four male Directors (57%).

2. Senior Executive Positions include Morrison & Co.

3. The gender proportions of Senior Executive Positions (Infratil Group

excluding associates) was 10 female executives (25%) and 30 male

executives (75%) in 2019 and 10 female executives (24%) and


31 male executives (76%) in 2018.

117
Risk management

Risk management and compliance

The Audit and Risk Committee is responsible for ensuring that

Infratil has an effective risk management framework to identify,

treat and monitor key business risks and regulatory compliance,

and also reviews management practices in these areas. Formal

systems have been introduced for regular reporting to the Board

on business risk, including impacts and mitigation strategies and

compliance matters.

Morrison & Co (via the Chief Executive and Chief Financial Officer)

is required to, and has confirmed to the Audit and Risk Committee

and the Board in writing that, in their opinion:

• Financial records have been properly maintained and Infratil’s

financial statements present a true and fair view, in all material

respects, of Infratil’s financial condition, and operating results

are in accordance with relevant accounting standards;

• The financial statements have been prepared in accordance

with New Zealand Generally Accepted Accounting Practice and

comply with International Financial Reporting Standards and

other applicable financial reporting standards for profit-

oriented entities;

• This opinion has been formed on the basis of a sound system


of risk management and internal control which is operating

effectively; and

• That system of risk management and internal control is

appropriate and effective internal controls and risk management

practices are in place to safeguard and protect Infratil’s assets,

to identify, assess, monitor and manage risk, and identify material

changes to Infratil’s risk profile.

Internal financial control

The Board has overall responsibility for Infratil’s system of internal

financial control. Infratil does not have a separate internal audit

function, however the Board has established procedures and

policies that are designed to provide effective internal financial

control:

• Annual budgets, forecasts and reports on the strategic direction

of Infratil are prepared regularly and reviewed and agreed by

the Board.

• Financial and business performance reports are prepared

monthly and reviewed by the Board throughout the year to

monitor performance against financial and non-financial

targets and strategic objectives.

External auditor

The Audit and Risk Committee is also responsible for the selection

and appointment of the external auditor (which is included within

the External Audit Relationship section of the Audit and Risk

Committee Charter), and ensuring that the external auditor or

lead audit partner is changed at least every five years.

Going concern

After reviewing the current results and detailed forecasts, taking

into account available credit facilities and making further

enquiries as considered appropriate, the Directors are satisfied

that Infratil has adequate resources to enable it to continue in

business for the foreseeable future. For this reason, the Directors

believe it is appropriate to adopt the going concern basis in

preparing the financial statements.

Reporting and disclosure

Disclosure

Infratil is committed to promoting investor confidence by providing

forthright, timely, accurate, complete and equal access to

information, and to providing comprehensive continuous disclosure

to shareholders and other stakeholders, in compliance with the NZX

Listing Rules. This commitment is reflected in Infratil’s Disclosure and

Communications Policy. Under this policy:

• All shareholder communications and market releases are

subject to review by Morrison & Co (including Chief Executive,

Chief Financial Officer and legal counsel), and information is

only released after proper review and reasonable inquiry.

• Full year and half year results releases are approved by the

Audit and Risk Committee and by the Board.

Shareholder and other stakeholder communications

Infratil aims to communicate effectively, give ready access to

balanced and understandable information about the Infratil

group and corporate proposals and make it easy to participate in

general meetings. Infratil seeks to ensure its shareholders are

appropriately informed on its operations and results, with the

delivery of timely and focused communication, and the holding of

shareholder meetings in a manner conducive to achieving

shareholder participation. To ensure shareholders and other

stakeholders have access to relevant information Infratil:

• holds regular investor road shows and an annual investor day,

and sends interested parties the dates and invitations to

attend;

• sends security holders its annual and half year review, which is a

summary of Infratil’s operating and financial performance for

the relevant period, and periodic operational updates;

• ensures its website contains media releases, full year and half

year financial information and presentations, current and past

annual reports, Infratil bond documents, dividend histories,

notices of meeting, details of Directors and Morrison & Co, a list

of shareholders’ frequently asked questions and other

information about Infratil;

• makes available printed half year and annual reports and

encourages shareholders to access these documents on the

website and to receive advice of their availability by email;

• publishes press releases on issues/events that may have

material information content that could impact on the price of

its traded securities and sends email updates to interested

stakeholders;

• webcasts its half year and full year results so that a wide group

of interested parties can review and participate in discussions

on performance, and advises interested parties of the dates

and how to participate in the webcast; and

• provides additional explanatory information where

circumstances require.

Shareholder meetings are generally held in a location and at a time

which is intended to maximise participation by shareholders.

Meetings are typically alternated between Wellington, Auckland

and Christchurch. Full participation of shareholders at the annual

meeting is encouraged to ensure a high level of accountability and

identification with Infratil’s strategies and goals. Shareholders have

the opportunity to submit questions prior to each meeting and

Morrison & Co, senior management of subsidiary companies and

auditors are present to assist in and provide answers to questions

118
raised by shareholders. There is also an opportunity for informal

discussion with Directors, Morrison & Co and senior management

for a period after the meeting concludes.

Infratil supports the efforts of the New Zealand Shareholders’

Association (“NZSA”) to raise the quality of relations between

public companies and their shareholders. Shareholders wishing to

learn more about the NZSA can find information on its website

(http://www.nzshareholders.co.nz). While Infratil supports the

general aims and objectives of the NZSA, its specific actions and

views are not necessarily endorsed by Infratil, or representative of

Infratil’s view.

Ethical behaviour

Code of Conduct and Ethics Policy

Infratil has always required the highest standards of honesty and

integrity from its Directors, Manager and employees, and this

commitment is reflected in Infratil’s Ethics and Code of Conduct

Policy. The policy recognises Infratil’s commitment to maintaining

the highest standards of integrity and its legal and other

obligations to all legitimate stakeholders, and applies to Directors,

Morrison & Co and all employees.

The policy sets the ethical and behavioural standards and

professional conduct for which Directors, Morrison & Co and

employees of Infratil and its subsidiaries are expected to conduct

their work life. Infratil has communicated the policy to employees

and provided training on it, and failure to follow the standards

provided in this Code will result in the appropriate staff or other

performance management practices being invoked and may lead

to disciplinary action (including dismissal).

Financial Products Trading Policy

Infratil has a financial products trading policy applicable to

Directors, Morrison & Co and all employees of Infratil and its

subsidiaries who intend to trade in Infratil Financial Products

(which includes quoted financial products issued by Trustpower,

Tilt Renewables and WIAL, in addition to those issued by Infratil).

All trading in Infratil Financial Products by Directors, Morrison & Co

and employees of Infratil and its subsidiaries must comply with this

policy. The policy includes a fundamental prohibition on insider

trading and obligations of confidentiality when dealing with

material information. The policy also requires Directors, Morrison &

Co and other employees who have, or may have, access to market

sensitive information to obtain consent prior to trading (although

these obligations do not apply to employees of Trustpower or

Tilt Renewables, which as separate listed companies have their

own procedures for dealing with insider trading).

Investment strategy

Infratil’s investments are long-term, and its objective is to deliver

above average returns to shareholders over the long-term. The

first part of this goal is to position Infratil in sectors where there will

be opportunities to invest capital to meet customer and community

needs. The second part is to make sure that Infratil’s businesses

meet those needs with value-for-money services and facilities.

Infratil will invest where it has expertise, or can partner


with expertise, and where it can influence the strategic

and operational directions of the companies it invests in.

Further information is available on Infratil’s website:


www.infratil.com/about-us/strategy/.

Responsible investment

As an infrastructure investor, Infratil has a special opportunity to

contribute to society’s greatest long-term challenges. Infratil

recognises that environmental, social and governance (“ESG”)

issues can be value accretive and, accordingly, ESG issues are

central to Infratil’s investment strategy and asset management

processes.

The Board recognises that investors are increasingly interested to

understand how these risks are viewed at the Infratil group level.

Infratil’s current approach to policies for, and reporting on, ESG

issues is summarised below. However, the Board is considering

ways to provide better visibility of ESG themes for Infratil,

including:

• considering the appropriateness for Infratil of internationally

recognised ESG reporting frameworks (e.g. the Sustainable

Stock Exchange Initiative);

• how to provide appropriate visibility of ESG themes in aggregate

at a group level, acknowledging that the ESG issues vary across

Infratil’s operating businesses and, therefore, those operating

businesses will generally be primarily responsible for considering,

managing and reporting on the ESG issues affecting their

businesses (although Morrison & Co has ongoing responsibility, on

Infratil’s behalf as an owner of those businesses, for ensuring that

these ESG issues are considered, managed and reported on by

the operating businesses);

• considering how to reflect Infratil’s varying level of influence as


an owner of the operating businesses in relation to ESG issues,

two of which (Trustpower and Tilt Renewables) are separately

listed companies and others of which (e.g. RetireAustralia) are

joint ventures.

Infratil will engage with the operating businesses on ESG issues and

with key stakeholders on reporting of these issues, and expects to

provide further reporting on this in the next annual report.

Responsible Investment Policy

Infratil believes that a long-term orientation is fundamental to the

operational management of assets, and there is a strong sense of

duty, awareness of responsibilities and stewardship (kaitiakitanga)

that goes beyond the financial aspects of the investment process.

Sustainable investment is a key part of Infratil’s purpose, values

and vision, and is embedded in the way Infratil and Morrison & Co

operate. Morrison & Co has also been a signatory to the UN

Principles for Responsible Investment since 2010, and Morrison &

Co is committed to the implementation of these Principles in

Infratil’s operations.

Morrison & Co, in performing its duties and powers under the

Management Agreement, operates in accordance with Morrison


& Co’s Responsible Investment Policy. Under this policy, ESG

issues form part of the review of all investments and are revisited

regularly. This is managed at all stages of the investment cycle,

from due diligence through to on-going management and

operation of the asset, by a four-stage process overleaf:

119
Operating businesses

Infratil’s operating businesses are responsible for developing policies for, and reporting on, ESG issues as they affect their businesses.

ESG initiatives are actively implemented at this level, and examples of these include the following:

TrustpowerRetireAustralia

• Trustpower is New Zealand’s fourth largest electricity

retailer and fifth largest electricity generator, with electricity

produced exclusively from renewable energy sources

• Some examples of Trustpower’s sustainability targets include:

–Zero significant resource consent breaches;

–Year on year reduction in carbon emissions per customer;

–Maintain a strong corporate profile in all areas in which it

operates and build relationships with those communities;

–No resource consents turned down due to lack of

consultation;

–75% of roles filled by internal promotion;

–Costs benchmarked at below industry average; and

–New projects all economically viable

• Trustpower operates the Trustpower Community Awards, a

partnership with local district and city councils which has been

running for over 25 years

A number of ESG initiatives have been implemented at

RetireAustralia villages including:

• Implementation of carbon footprint assessment on new villages

• Installation of solar panels at selected villages

• Retrofitting existing portfolio facilities with insulation, LED

lighting and energy efficiency appliances, efficient HVAC,


chiller & hot water and commercial refrigeration systems

• Applying energy efficiency guidelines to new development


sites, with specific parameters relating to passive building

design, natural ventilation and use of building materials to

minimise energy use, heating and cooling (e.g. German Passive

House system)

• Conversion of common use resident vehicle fleet to electric


(or low emission gas) (i.e. resident buses)

Further information on ESG issues is also available on the websites and in the reports of Infratil’s key operating businesses:

• Trustpower:

https://www.trustpower.co.nz/our-assets-and-capability/power-generation/environmental-policy

• WIAL: https://www.wellingtonairport.co.nz/about/social-responsibility/

• Sustainability opportunity

“lens” must be applied at

origination, in line with our

Responsible Investing policy

E.g.,

–Renewable energy

–Assets with material

improvements in energy

efficiency

–“Best in class” assets

which can be scaled

• ESG issues are actively

discussed and considered

by Morrison & Co and are

included in investment

papers

• Prohibited investments are

eliminated during the

screening process (e.g. coal

generation, nuclear assets)

• NPV positive sustainability

initiatives identified at asset

level and quantified. E.g.,

–Adoption of low emission

technology

–Energy efficiency savings

–Carbon intensity

reductions

• Morrison & Co’s Sustainability

Approach framework is used

to guide due diligence

• Morrison & Co undertakes

detailed environmental,

health and safety reviews as

part of its core due diligence

processes

• Sustainability due diligence

confirmed

• During the transition stage,

100 day asset management

plan includes detailed

implementation plans for

sustainability initiatives

• Implementation of initiatives

post 100 days

• Morrison & Co

representatives on


operating business boards

have ongoing executive

responsibility for ensuring

ESG compliance is regularly

discussed and reviewed

• Ongoing monitoring


and assessment against

targets, benchmarks and

sustainability outcomes

• ESG initiatives and


progress are reported

as an integral part of

client communications

4. ONGOING MANAGEMENT

& GOVERNANCE

3. TRANSITION


MANAGEMENT

2. DETAILED DUE


DILIGENCE

1. OPPORTUNITY


SCREENING

120
Remuneration and performance

Directors’ remuneration

The Board determines the level of remuneration paid to

Directors within the amounts approved from time to time by

Shareholders (for the year ended 31 March 2019, this was

$1,040,798 per annum, which was increased on K Mactaggart’s

appointment to the Board pursuant to NZX Listing Rule 3.5.1 from

the $999,969 per annum fixed at the 2018 annual meeting).

Directors are paid a base fee and may also be paid, as additional

remuneration:

• an appropriate extra fee as Chairman or Member of


a Board Committee;

• an appropriate extra fee as a director of an Infratil subsidiary

(other than Trustpower and Tilt Renewables); and

• an appropriate extra fee for any special service as a Director


as approved by the Board.

In addition, Directors are entitled to be reimbursed for costs

directly associated with the performance of their role as Directors,

including travel costs. The Chairman approves all Directors’

expenses, and the Chair of the Audit and Risk Committee

approves the Chairman’s expenses.

Mr Bogoievski is paid fees in his capacity as a Director, but he


receives no remuneration from Infratil for his role as Chief

Executive (and his remuneration as Chief Executive is paid by

Morrison & Co).

Remuneration is reviewed annually by the Board, and fees are

reviewed against fee benchmarks in New Zealand and Australia

and to take into account the size and complexity of Infratil’s

business. The fee structure approved by the Board for the year

ended 31 March 2019 is set out below:

Annual fee structure

Financial


year 2019

(NZD)

Base Fees:

Chairman of the Board210,000

Director102,500

Overseas Director (P Gough)127,998

Board Committee Fees:

Audit and Risk Committee

Chair20,000

Member10,000

Nomination and Remuneration Committee

ChairNil

MemberNil

Manager Engagement Committee

ChairNil

Member7,500

Remuneration paid to Directors (as a Director of Infratil and, where

applicable, as a Director of an Infratil subsidiary) in respect of the

year ended 31 March 2019 (and 31 March 2018) is set out below

(note that all amounts exclude GST or VAT where appropriate):

Directors’ remuneration paid by Infratil

Directors’ remuneration (in their capacity as such) in respect of the

year ended 31 March 2019 and 31 March 2018 paid by the

Company was as follows (these amounts exclude GST, where

appropriate):

Director

Financial


year 2019

(NZD)

Financial


year 2018

(NZD)

M Tume (Chairman)210,000200,000

M Bogoievski103,733110,000

A Gerry 130,000120,000

P Gough135,498124,876

K Mactaggart


2,110-

P Springford118,781100,000

H Rolleston 110,000100,000

To ta l810,122750,376


Ms Mactaggart was appointed 25 March 2019.

Directors’ Remuneration paid by Infratil Subsidiaries

Directors’ remuneration (in their capacity as such) in respect of the

year ended 31 March 2019 and 31 March 2018 paid by

subsidiaries was as follows (these amounts exclude GST where

appropriate):

Director

Financial


year 2019

(NZD)

Financial


year 2018

(NZD)

M Bogoievski

(Trustpower Limited)


Nil45,710

A Gerry (Wellington International

Airport Limited) 102,70089,000


Mr Bogoievski resigned as a director of Trustpower Limited on

11 October 2017.

No other benefits have been provided by Infratil or its subsidiaries

to a Director for services as a Director or in any other capacity,

other than as disclosed in the related party note to the financial

statements, or in the ordinary course of business. No loans have

been made by Infratil or its subsidiaries to a Director, nor has

Infratil or its subsidiaries guaranteed any debts incurred by

a Director.

Directors’ shareholding

Under Infratil’s Constitution, Directors are not required to hold

shares in Infratil. However, in recognition of the benefits of aligning

Directors’ interests with those of shareholders, non-executive

Directors have the option to take up a portion of their fees paid

through the issue of shares to those Directors. All Directors who take

up this option either hold those shares themselves or those shares

are held by organisations to which they are associated parties.

Directors will not normally make investments in listed infrastructure

or utilities securities in areas targeted by Infratil.

121
Management fee

As noted earlier, Infratil is managed by Morrison & Co, under a

Management Agreement. The Management Agreement sets out

the terms of the services provided by Morrison & Co and the basis

of fees, including base fees and incentive fees. Details of fees paid

to Morrison & Co are disclosed in this annual report, including:

• Note 28 to the Financial Statements on page 106:


components of the Management Fee.

• Note 29 to the Financial Statements on page 106:


International Portfolio Incentive Fees.

• Note 27 to the Financial Statements on page 105:


related party disclosures in respect of Morrison & Co and fees

paid to Morrison & Co.

• In the statutory information section on pages 120 and 122 the

interests of the Director associated with Morrison & Co, and

Director’s fees respectively.

Chief Executive remuneration

The Chief Executive is employed by Morrison & Co, not Infratil. The

only cost to Infratil of the Chief Executive is the Management Fee

payable to Morrison & Co (referred to above) and Infratil does not

have (and therefore cannot disclose) any information on his

remuneration.

Remuneration Model: New Zealand Group

The disclosures provided below relate to the remuneration of

executives employed by unlisted New Zealand-incorporated

subsidiaries of Infratil (“New Zealand Group”):

• These disclosures do not relate to employees of Morrison & Co,

as these employees are remunerated by Morrison & Co. The only

cost to Infratil of these employees is the Management Fee

payable to Morrison & Co (referred to above) and Infratil does

not have (and therefore cannot disclose) any information on

their remuneration. Employees of Morrison & Co include most of

the management team listed on pages 6 and 7 of this annual

report (including the Chief Executive and Chief Financial Officer).

• These disclosures do not relate to employees of Trustpower or

Tilt Renewables. Although both of these companies are

subsidiaries of Infratil, both are listed on the NZX Main Board,

and are responsible for determining the remuneration of their

executives (and these remuneration structures are disclosed in

those companies’ reporting to shareholders).

• These disclosures do not relate to employees of investee

companies which are not subsidiaries of Infratil (e.g.

RetireAustralia and Canberra Data Centres). These investee

companies are responsible for determining the remuneration


of their executives.

Executives of the New Zealand Group are remunerated with


a mix of:

Base salary and benefits

The determination of fixed remuneration is based on

responsibilities, individual performance and experience, and

market data. At-risk/variable remuneration comprises short-term

incentives and, for senior and key employees, long-term

incentives. Infratil’s executives are employed by subsidiary

companies, and executive remuneration policies are determined

and approved by the subsidiary company boards within high level

principles established by the Infratil Board. Incentives are directly

related to the performance area controlled by the executive, while

longer term incentives are intended to align with shareholder

interests. Remuneration of executives of subsidiary companies is

overseen by non-executive directors of those subsidiary

companies.

Performance reviews of executives are carried out regularly and at

least annually, and involve feedback by the Board on performance

of Morrison & Co, and subsidiary Directors’ review of subsidiary

company’s Chief Executive and executives’ performance.

Performance reviews include the setting of goals and objectives at

the beginning of the year, and reviewing the achievement of those

goals and objectives at the end of the year. Performance measures

will normally include both qualitative and quantitative measures.

Performance evaluations have taken place in accordance with this

process during the reporting year.

Short-term incentives

In the New Zealand Group, variable remuneration recognises and

rewards high-performing individuals whose contribution supports

business goals and objectives, and who meet their individual

goals agreed with the Board or their Chief Executive (as

appropriate).

Short-term incentives (STIs) comprise cash payments based on

performance measured against key performance indicators (KPIs).

Different levels of incentives are determined reflecting the nature of

the roles in Infratil. KPIs may comprise entity or individual business,

team and individual targets. These targets are designed to create

goals that will support an achievement and performance-oriented

culture. The STI programme is designed to differentiate reward for

exceptional, outstanding and good performance.

Long-term incentives

The principal objective of long-term incentives is to align

executives’ performance with shareholder interests and provide

equity-based incentives that help retain valuable employees.

Long-term incentive arrangements for the New Zealand Group are

currently under review:

Infratil has previously operated an Infratil Executive Scheme

(which is outlined in note 26 to the Financial Statements on page

104) for selected senior and key employees of the New Zealand

Group. However, the only Executive Shares currently outstanding

under this scheme are the 433,000 Executive Shares granted on

17 June 2016 in respect of the 2016 financial years (no allocation

of shares was made in respect of the 2017, 2018 or 2019 financial

years, and no allocation is proposed in respect of the 2020

financial year). If the vesting conditions for this tranche are met on

17 June 2019, the maximum number of fully paid ordinary shares

into which these Executive Shares would convert is 433,000

ordinary shares.

Employee remuneration

During the year ended 31 March 2019, the following number of

employees (and former employees) and Infratil and its subsidiaries

received remuneration and other benefits in their capacity as

employees of at least $100,000. This does not include employees

of Morrison & Co (who include most of the management team

listed on pages 8 and 9 of this annual report, including the


Chief Executive and Chief Financial Officer), as these employees

are remunerated by Morrison & Co and the only cost to Infratil


of these employees is the Management Fee payable to

Morrison & Co (referred to above).

122
Remuneration rangeNumber of employees

$100,000 to $110,00047

$110,001 to $120,00039

$120,001 to $130,00036

$130,001 to $140,00037

$140,001 to $150,00027

$150,001 to $160,00016

$160,001 to $170,00014

$170,001 to $180,00016

$180,001 to $190,0008

$190,001 to $200,0005

$200,001 to $210,0007

$210,001 to $220,0004

$220,001 to $230,0004

$230,001 to $240,0002

$240,001 to $250,0003

$250,001 to $260,0003

$260,001 to $270,0001

$270,001 to $280,0002

$280,001 to $290,0002

$290,001 to $300,0004

$320,001 to $330,0002

$330,001 to $340,0001

$350,001 to $360,0001

$360,001 to $370,0002

$380,001 to $390,0002

$410,001 to $420,0001

$420,001 to $430,0002

$430,001 to $440,0002

$450,001 to $460,0001

$480,001 to $490,0001

$500,001 to $510,0001

$580,001 to $590,0001

$610,001 to $620,0001

$620,001 to $630,0001

$650,001 to $660,0001

$680,001 to $690,0001

$700,001 to $710,0001

$750,001 to $760,0001

$780,001 to $790,0001

$840,001 to $850,0001

$950,001 to $960,0001

$1,500,001 to $1,510,0001

$1,890,001 to $1,900,0001

Disclosures

Directors Holding Office

Infratil’s Directors as at 31 March 2019 are:

• Mark Tume (Chairman)

• Marko Bogoievski

• Alison Gerry

• Paul Gough

• Kirsty Mactaggart

• Peter Springford

• Humphry Rolleston

Entries in the Interests Register

Statement of Directors’ interests

As at 31 March 2019, Directors had relevant interests (as defined

in the Financial Markets Conduct Act 2013) in quoted financial

products of Infratil or any related body corporate of Infratil, as

follows:

Beneficial

interests

Non-beneficial

interests

Infratil (IFT) ordinary shares

M Tume39,9775,792

M Bogoievski1,618,299

A Gerry21,588

P Gough159,000

K Mactaggart35,500

H Rolleston42,460

P Springford25,000

Trustpower (TPW) ordinary shares

M Bogoievski26,318

K Mactaggart8,300

IFT210 Bonds

P Springford40,000

WIA030 Bonds

P Springford30,000

As at 31 March 2019, Directors and senior executives (employed by

Morrison & Co) held, in aggregate, 5% of the Infratil ordinary shares.

Dealing in securities

The following table shows transactions by Directors recorded in

respect of those securities during the period from 1 April 2018 to


31 March 2019:

Director

No of securities

bought/(sold)Cost/(proceeds)

NZD

Tilt Renewables (TLT)


ordinary shares

M Bogoievski – beneficial

Acceptance of takeover offer


– 12/11/18(26,318)(60,531)

123
Use of Company information

During the period the Board has received no notices from any

Director of the Company or its subsidiaries requesting to use

Company information received in their capacity as a Director,

which would not otherwise have been available to them.

Directors’ relevant interests

The following are relevant interests of the Company’s Directors

as at 31 March 2019:

M Tume

Director of Yeo Family Trustee Limited

Director of Long Board Limited

Director of Welltest Limited

Director of Koau Capital Partners Ltd

Director of Rearden Capital Pty Limited

Director of various Infratil wholly owned companies

Chair of RetireAustralia Pty Limited

Chair of Te Atiawa Iwi Holdings Limited Partnership

Chair of Ngai Tahu Holdings Corporation Limited

M Bogoievski

Director of Zig Zag Farm Limited

Director of various Infratil wholly owned companies

Chief Executive of the H.R.L. Morrison & Co group, and Director of

H.R.L. Morrison & Co Group GP Limited and companies wholly-

owned by the H.R.L. Morrison & Co Group Limited Partnership

A Gerry

Director of Wellington International Airport Limited

Director of Spark New Zealand Limited

Director of Lindis Crossing Vineyard Limited

Director of Glendora Holdings Limited

Director of Glendora Avocados Limited

Director of Vero Insurance New Zealand Limited

Director of Vero Liability Insurance New Zealand Limited

Director of Asteron Life Limited

Director of On Being Bold Limited (formerly Biz4Girls Limited)

Chair of Sharesies Limited

Director of Sharesies Nominees Limited

Director of Avokaha Limited

P Gough

Partner of STAR Capital Partners

Director of various STAR Capital Group entities

Director of Star Asset Finance Limited

Director of First Capital Finance Limited

Director of Kennet Equipment Leasing Limited

Director of Ignition Credit PLC

Director of Gough Capital Limited

Director of OPM Investments Limited

Director of Tipu Capital Limited

Director of STAR Mayan Limited

Director of Urban Splash Residential Limited and various Urban

Splash Residential Group entities

Director of STAR Errigal Topco Limited

Director of STAR Errigal Midco Limited

Director of STAR Errigal BidCo Limited

K Mactaggart

Director and shareholder of The Farm at Lake Hayes Limited

H J D Rolleston

Director of Property for Industry Limited

Chairman of ANZCRO Pty Limited

Director and shareholder of Matrix Security Group Ltd.

Director of Asset Management Limited

Director of Spaceships Limited

Director and shareholder of Stray Limited

Director and shareholder of Media Metro Limited

Director and shareholder of McRaes Global Engineering Limited

Director and shareholder of Save a Watt Holdings Limited

Board member of Regenerate Christchurch

P M Springford

Director and Shareholder of Springford and Newick Limited

Director of Loncel Technologies 2014 Limited

Director and Shareholder of NZ Frost Fans Limited

Director and Shareholder of New Zealand Wood Products Limited

Director and Shareholder of Aussie Frost Fans 2012 Limited

Director and Shareholder of Omahu Ventures Limited

Director of Mondiale Technologies Limited

Director of Zespri Group Limited

124
All Directors

(other than A Gerry, K Mactaggart and P M Springford)

Aotea Energy Limited effected, from 23 July 2013, public offering of

securities insurance brokered by Marsh & McLennan Agency Limited

for the benefit of Z Energy Limited, Aotea Energy Investments

Limited, Aotea Energy Holdings Limited and its subsidiaries, NZSF

Aotea Limited and its subsidiaries, Guardians of New Zealand

Superannuation as manager and administrator of the New Zealand

Superannuation Fund as shareholder of NZSF Aotea Limited, Infratil

Limited and its subsidiaries, Morrison & Co and its subsidiaries

(subject to a professional indemnity exclusion), and the directors

and employees of the foregoing. Full details of the POSI policy are

available from Morrison & Co.

All Directors

Infratil has arranged Directors’ and Officers’ liability insurance

covering any past, present or future director, officer (e.g. company

secretary), executive officer, non-executive director or employee

acting in a managerial or supervisory capacity or named as a

co-defendant with Infratil or a subsidiary of Infratil. Cover is for

damages, judgements, fines, penalties, legal costs awarded and

defence costs arising from wrongful acts committed while acting

for Infratil or a subsidiary, but excluding dishonest, fraudulent,

malicious acts or omissions, wilful breach of statute or regulations

or duty to Infratil or a subsidiary, improper use of information to

the detriment of Infratil or a subsidiary, or breach of professional

duty. The period of insurance is currently 1 August 2018 to


1 August 2019. The limit of Indemnity is $120 million for any one

claim and in aggregate, and separate defence costs cover of

$20 million has been placed.

As permitted by its Constitution, Infratil Limited has entered into a

deed of indemnity, access and insurance indemnifying certain

directors and senior employees of Infratil, its wholly-owned

subsidiaries and other approved subsidiaries and investment

entities (Indemnified Persons) for potential liabilities, losses, costs

and expenses they may incur for acts or omissions in their

capacity as directors or senior employees, and agreeing to effect

directors’ and officers’ liability insurance for the Indemnified

Persons, in each case subject to the limitations set out in the

Companies Act 1993. The deed was executed 31 July 2015.

125
Directors of Infratil Subsidiary Companies

Subsidiary companyDirector of subsidiary

Aotea Energy Holdings Limited M Bogoievski and M Tume

Aotea Energy Holdings No 2 Limited M Bogoievski and M Tume

Aotea Energy Investments Limited M Bogoievski and M Tume

Aotea Energy Limited M Bogoievski and M Tume

Blayney and Crookwell WindFarm Pty LtdD Campbell and G Swier

Church Lane Wind Farm Pty LtdD Campbell and G Swier

Cityline (NZ) LimitedZ Fulljames, C Stratton and S Thorne

Dundonnell Wind Farm Pty LtdD Campbell and G Swier

Dysart 1 Pty LtdD Campbell and G Swier

Hopsta LimitedV Hawksworth

Infratil 1998 LimitedM Bogoievski and M Tume

Infratil 2016 LimitedM Bogoievski and M Tume

Infratil 2018 LimitedM Bogoievski and M Tume

Infratil Australia LimitedM Bogoievski and M Tume

Infratil Energy LimitedM Bogoievski and M Tume

Infratil Energy New Zealand LimitedK Baker and M Bogoievski

Infratil Europe LimitedM Bogoievski and M Tume

Infratil Finance LimitedM Bogoievski and M Tume

Infratil Gas LimitedM Bogoievski and M Tume

Infratil Infrastructure Property LimitedK Baker, M Bogoievski (ceased 10 March 2018) and P Coman

Infratil Investments LimitedM Bogoievski and M Tume

Infratil No. 1 LimitedM Bogoievski and M Tume

Infratil No. 5 LimitedM Bogoievski and M Tume

Infratil Outdoor Media Limited M Bogoievski

Infratil PPP Limited K Baker and M Bogoievski

Infratil Renewables LimitedM Bogoievski and M Tume

Infratil RV LimitedM Bogoievski and M Tume

Infratil Securities LimitedM Bogoievski and M Tume

Infratil Trustee Company LimitedM Bogoievski and M Tume

Infratil UK LimitedM Bogoievski and M Tume

Infratil US Renewables, IncM Bogoievski and V Vallabh

Infratil Ventures LimitedM Bogoievski and M Tume

Infratil Ventures 2 LimitedM Bogoievski and M Tume

King Country Energy Holdings LtdV Hawksworth

King Country Energy LtdP Calderwood, R Carter and K Palmer

Liverpool Range Wind Farm Pty LtdD Campbell and G Swier

Nebo 1 Pty LtdD Campbell and G Swier

New Lynn Central LimitedP Coman, A Lamb and A Young

New Zealand Bus Finance Company Limited K Baker, J Boyes, S Proctor and K Tempest


(ceased 30 November 2018)

New Zealand Bus LimitedK Baker, J Boyes, S Proctor and K Tempest


(ceased 30 November 2018)

New Zealand Bus Tauranga LimitedZ Fulljames (ceased 4 December 2018), C Neville,


C Stratton and S Thorne

North City Bus LimitedZ Fulljames, C Stratton and S Thorne

126
Subsidiary companyDirector of subsidiary

North West Auckland Airport LimitedM Bogoievski and T Brown

NZ Airports LimitedM Bogoievski and M Tume

Perth Energy Holdings Pty LimitedJ Biesse, R Crawford, M Faulkner, S Fitzgerald


(ceased 29 October 2018) P Harford and S Jones

Perth Energy Pty LimitedJ Biesse, R Crawford, M Faulkner, S Fitzgerald


(ceased 29 October 2018) P Harford and S Jones

Renew Nominees LimitedK Baker and M Bogoievski

Rye Park Renewable Energy Pty LtdD Campbell and G Swier

Salt Creek Wind Farm Pty LtdD Campbell and G Swier

Snapper Services LimitedR Brougham, P Harford, R Phillippo (ceased 31 December 2018)


and K Waddell (ceased 31 December 2018)

Snowtown North Solar Farm Pty LtdD Campbell and G Swier

Snowtown South Wind Farm Pty LtdD Campbell and G Swier

Snowtown Wind Farm Pty LtdD Campbell and G Swier

Snowtown Wind Farm Stage 2 Pty LtdD Campbell and G Swier

Swift Transport LimitedM Bogoievski and M Tume

Swift Transport No.1 LimitedK Baker, J Boyes and S Proctor

Tararua Wind Power LimitedB Harker, F Oliver and A Urlwin

Tilt Renewables LimitedB Harker, P Newfield, F Oliver, P Strachan, G Swier,


A Urlwin, V Vallabh

Tilt Renewables Australia Pty LtdD Campbell and G Swier

Tilt Renewables Investments Pty LtdD Campbell and G Swier

Tilt Renewables Market Services Pty LtdD Campbell and G Swier

Transportation Auckland Corporation LimitedZ Fulljames, C Stratton and S Thorne

Trustpower Insurance LimitedA Bickers and V Hawksworth

Trustpower LimitedR Aitken, K Baker, A Bickers, S Fitzgerald (ceased 1 June 2018),


I Knowles, S Peterson, P Ridley-Smith and G Swier

Trustpower Metering LimitedV Hawksworth

WA Power Exchange Pty LimitedJ Biesse, R Crawford, M Faulkner, S Fitzgerald


(ceased 29 October 2018) P Harford and S Jones

Waddi Wind Farm Pty LtdD Campbell and G Swier

Waverley Wind Farm LimitedB Harker and F Oliver

Wellington Airport Noise Treatment LimitedM Harrington and S Sanderson

Wellington City Transport LimitedZ Fulljames, C Stratton and S Thorne

Wellington International Airport LimitedJ Boyes, T Brown, W Eagleson, A Foster, A Gerry, K Sutton


(ceased 31 December 2018) and P Walker

Western Energy Holdings Pty LimitedJ Biesse, R Crawford, M Faulkner, S Fitzgerald


(ceased 29 October 2018) P Harford and S Jones

Western Energy Pty LimitedJ Biesse, R Crawford, M Faulkner, S Fitzgerald


(ceased 29 October 2018) P Harford and S Jones

Whare Manaakitanga LimitedM Clarke, M Harrington and S Sanderson

Wingeel Wind Farm Pty LtdD Campbell and G Swier

127
Directors’ fees paid by Infratil subsidiary companies

(not otherwise disclosed in the Annual Report)

Subsidiary companyDirector of subsidiaryCurrency

Financial


year 2019

(NZD)

New Zealand Bus LimitedKevin BakerNZD89,103

Jason BoyesNZD43,202

Steven ProctorNZD43,202

Keith Tempest (ceased 30 November 2018)NZD28,801

Perth Energy Pty LimitedRoger CrawfordAUD66,963

Michael FaulknerAUD16,746

Steven Fitzgerald (ceased 29 October 2018)AUD66,962

Phillippa HarfordAUD19,081

Shane JonesAUD50,223

Snapper Services LimitedRalph BrayhamNZD11,381

Phillippa HarfordNZD37,800

Rhoda Phillippo (ceased 31 December 2018) NZD42,750

Kerry Waddell (ceased 31 December 2018)NZD28,351

Tilt Renewables LimitedBruce HarkerAUD190,000

Paul NewfieldAUD100,000

Fiona OliverAUD122,833

Phillip StrachanAUD120,000

Geoffrey SwierAUD114,000

Anne UrlwinAUD83,583

Vimal VallabhAUD90,000

Trustpower LimitedRichard AitkenNZD86,000

Kevin BakerNZD67,333

Alan BickersNZD88,500

Steven Fitzgerald (ceased 1 June 2018)NZD14,333

Sam KnowlesNZD123,500

Susan PetersonNZD118,500

Paul Ridley-SmithNZD176,500

Geoffrey SwierNZD118,500

Wellington International Airport LimitedJason BoyesNZD77,250

Tim BrownNZD164,500

Wayne EaglesonNZD25,700

Andrew FosterNZD77,250

Alison GerryNZD102,700

Keith Sutton (ceased 31 December 2018)NZD68,500

Phillip WalkerNZD87,550

128
Donations

Infratil made donations of $0.9 million during the year ended

31 March 2019 (2018: $0.7 million).

Auditors

It is proposed that KPMG be reappointed automatically at the

annual meeting pursuant to section 200(1) of the Companies

Act 1993.

NZX waivers

Infratil was granted a standing waiver from NZX Listing Rule 9.2.1 on

8 May 2017. The effect of the waiver is to waive the requirement for

Infratil to obtain an Ordinary Resolution from shareholders to enter

into a Material Transaction with a Related Party to the extent

required to allow Infratil to enter into transactions with co-investors

that have also engaged an entity related to H.R.L. Morrison & Co

Group LP for investment management or advisory services. The

waiver is provided on the conditions specified in paragraph 2 of the

waiver decision, which is available on Infratil’s website: www.infratil.

com/for-investors/announcements. The only transaction entered

into during Financial Year 2019 on reliance on this waiver was the

conditional sale of Infratil’s 50% interest in the Australian National

University’s Purpose Built Student Accommodation concession to

funds controlled by AMP Capital (announced on 1 April 2019, and

which is available on Infratil’s website: https://infratil.com/for-

investors/announcements/2019/agreement-sell-anu-student-

accommodation-concession-to-amp/).

Credit rating

Infratil does not have a credit rating. As at 31 March 2019,

Wellington International Airport Limited has a BBB+/Stable/A-2

credit rating from S&P Global Ratings.

Continuing share buyback programme

Infratil maintains an ongoing share buyback programme, as

outlined in its 2018 Notice of Meeting. As at 31 March 2019, Infratil

had not repurchased any shares pursuant to that programme

(which allows up to 50,000,000 shares to be bought back).

Shareholder information programme

Infratil is incorporated in New Zealand and is not subject to

Chapters 6, 6A, 6B and 6C of the Australian Corporations Act

2001. The acquisition of securities in Infratil may be limited under

New Zealand law by the Takeovers Code (which restricts the

acquisition of control rights of more than 20% of Infratil other than

via a takeover offer under the Code) or the effect of the Overseas

Investment Act 2005 (which restricts the acquisition of

New Zealand assets by overseas persons).

Substantial product holders

The following information is pursuant to Section 293 of the

Financial Markets Conduct Act 2013. According to notices

received by Infratil under that Act, the following person was a

substantial product holder in Infratil as at 31 March 2019:

Ordinary sharesNumber held

Accident Compensation Corporation39,191,273

The total number of voting securities of the Company on issue as

at 31 March 2019 was 559,278,166 fully paid ordinary shares.

129
Twenty largest shareholders as at

31 March 2019

Accident Compensation Corporation39,191,273

Citibank Nominees (NZ) Ltd34,629,861

HSBC Nominees (New Zealand) Limited32,000,087

JPMORGAN Chase Bank31,308,068

Forsyth Barr Custodians Limited24,969,243

FNZ Custodians Limited24,678,227

HSBC Nominees (New Zealand) Limited23,652,030

Tea Custodians Limited21,918,359

New Zealand Permanent Trustees Limited15,220,516

JBWERE (NZ) Nominees Limited14,179,917

Cogent Nominees Limited13,417,512

Robert William Bentley Morrison &


Andrew Stewart & Anthony Howard9,882,245

Premier Nominees Limited7,135,137

Hettinger Nominees Limited6,179,103

New Zealand Superannuation Fund


Nominees Limited5,736,970

New Zealand Depository Nominee Limited5,693,506

Custodial Services Limited5,611,734

Custodial Services Limited4,714,701

National Nominees New Zealand Limited3,501,110

FNZ Custodians Limited2,986,778

Spread of shareholders as at

31 March 2019

Number

of shares*

Number


of holders

Total


shares held%

1-1,000 2,530 1,461,646 0.3%

1,001-5,000 6,843 19,594,279 3.5%

5,001-10,000 3,596 26,951,151 4.8%

10,001-50,000 3,868 80,969,712 14.5%

50,001-100,000 376 26,382,633 4.7%

100,001 and

Over 212 403,918,745 72.2%

To ta l 17,425 559,278,166 100.0%

* 196 shareholders hold less than a marketable parcel of Infratil shares

Twenty largest infrastructure bondholders

as at 31 March 2019

JBWERE (NZ) Nominees Limited 133,334,413

Forsyth Barr Custodians 103,568,400

FNZ Custodians Limited 95,387,853

Custodial Services Limited 36,693,826

New Zealand Central Securities 35,289,233

Lynette Therese Erceg & Darryl Edward Gregory


& Catherine Agnes Quinn 27,164,500

Investment Custodial Services 25,404,105

Custodial Services Limited 25,238,334

Custodial Services Limited 24,972,900

Custodial Services Limited 13,168,990

Forsyth Barr Custodians 6,663,000

Rgtkmt Investments Limited 6,250,000

Custodial Services Limited 5,629,000

FNZ Custodians Limited 5,013,800

Custodial Services Limited 4,809,000

Sterling Holdings Limited 4,783,000

Tappenden Holdings Limited 4,770,000

NZ Methodist Trust Association 3,050,000

FNZ Custodians Limited 2,725,500

John Culyer Wigglesworth & Dennis James Munn


& Sondra Wigglesworth 2,475,000

Spread of infrastructure bondholders

as at 31 March 2019

Number

of Bonds

Number


of holders

Total


bonds held%

1-1,000 6 5,340 0.1%

1,001-5,000 1,438 7,139,577 0.6%

5,001-10,000 3,607 34,588,680 3.0%

10,001-50,000 9,159 258,440,402 22.7%

50,001-100,000 1,376 112,375,740 9.9%

100,001 and

Over

780 723,826,586 63.7%

To ta l 16,366 1,136,376,325 100.0%

130
Comparative financial review

Financial performance

2019


$Millions

2018


$Millions

2017


$Millions

2016


$Millions

2015


$Millions

2014


$Millions

2013


$Millions

2012


$Millions

2011


$Millions

2010


$Millions

31 March year ended

Operating revenue

1,333.2

4

1,200.8

4

1,786.51,706.41,624.71,514.92,368.72,166.41,984.8 1,835.9

Underlying EBITDAF

477.5

4

482.0

4

488.0462.1452.5437.4

2

527.6520.2470.9

1

363.3

Operating earnings

3

135.5157.2 155.2 149.4 120.3 164.2 183.5 199.3 252.9 90.0

Net gain/(loss) on

foreign exchange and

derviatives0.334.9 28.1 (13.6) (36.3) 70.7 (14.4) 19.2 (3.9) (67.5)

Investment realisations,

revaluations and

(impairments)0.613.8(55.2) (51.8) 29.5 222.2 (5.9) 4.3 (0.5) 83.8

Net surplus after

taxation, discontinued

operations


and minorities(19.5)71.4 66.1 438.3 383.5 198.9 3.4 51.6 64.5 29.0

Dividends paid95.1 89.6 82.9 110.4 148.8 57.0 48.2 44.1 37.6 36.2

Financial position

Represented by

Investments

937.7940.6 882.9 534.3 532.3 294.1 334.2 340.9 323.7 9.7

Non-currents assets

4,591.45,075.3 5,170.4 5,085.2 4,830.6 4,613.3 4,435.2 4,328.8 4,193.7 3,963.6

Current assets

1,204.0 618.0 743.4 1,007.5 584.8 542.4 670.0 623.7 515.7 535.1

Total assets6,733.1 6,633.9 6,796.7 6,627.0 5,947.7 5,449.8 5,439.4 5,293.4 5,033.1 4,508.4

Current liabilities

896.5355.6 672.7 559.0 344.0 623.6 679.6 547.5 415.7 647.6

Non-current liabilities

1,963.42,148.9 1,984.8 2,048.2 2,066.5 1,810.4 1,920.0 1,887.7 1,919.7 1,382.1

Infrastructure bonds

1,127.6 994.4 998.3 949.8 981.9 979.9 904.3 851.6 854.8 747.4

Total Liabilities3,987.5 3,498.9 3,655.8 3,557.0 3,392.4 3,413.9 3,503.9 3,286.8 3,190.2 2,777.1

Net Assets2,745.6 3,135.0 3,140.9 3,070.0 2,555.3 2,035.9 1,935.5 2,006.6 1,842.9 1,731.3

Outside equity interest


in subsidiaries1,098.5 1,198.3 1,182.6 1,145.3 1,061.4 916.6 931.1 932.0 843.5 850.6

Equity

1,647.1 1,934.4 1,959.3 1,924.7 1,493.9 1,119.3 1,004.4 1,074.6 999.4 880.7

Total Equity2,745.6 3,132.7 3,141.9 3,070.0 2,555.3 2,035.9 1,935.5 2,006.6 1,842.9 1,731.3

Dividends per share

17.0016.0014.7519.6526.509.758.257.256.256.25

Shares on issue (‘000)

559,278559,278560,053562,326561,875561,618583,321586,931602,806567,655

1. Prior to fair value gains on acquisition recognised by associates of $60.7 million.

2. Prior to fair value gains on acquisition recognised by associates of $33.1 million.

3. Operating earnings is earnings after depreciation, amortisation and interest.

4. Operating revenue and Underlying EBITDAF relate to continuing operations.

Directory
Directors

M Tume (Chairman)

M Bogoievski

A Gerry

P Gough

K Mactaggart

P M Springford

H J D Rolleston

Company Secretary

N Lough

Registered Office

New Zealand

5 Market Lane

PO Box 320

Wellington

Telephone: +64 4 473 3663

Internet address: www.infratil.com

Registered Office

Australia

C/- H.R.L. Morrison & Co Private Markets Pty Ltd

Level 37, Governor Phillip Tower

1 Farrer Place

Sydney NSW 2000

Telephone: +61 2 8098 7500

Manager

Morrison & Co Infrastructure Management Limited

5 Market Lane

PO Box 1395

Wellington

Telephone: +64 4 473 2399

Facsimile: +64 4 473 2388

Internet address: www.hrlmorrison.com

Share Registrar

New Zealand

Link Market Services

Level 11, Deloitte House

80 Queen Street

PO Box 91976

Auckland

Telephone: +64 9 375 5998

Email: enquiries@linkmarketservices.co.nz

Internet address: www.linkmarketservices.co.nz

Share Registrar

Australia

Link Market Services

Level 12

680 George Street

Sydney NSW 2000

Telephone: +61 2 8280 7100

Email: registrars@linkmarketservices.com.au

Internet address: www.linkmarketservices.com.au

Auditor

KPMG

10 Customhouse Quay

PO Box 996

Wellington

Calendar

Final dividend paid27 June 2019

Annual meeting22 August 2019

Half year end30 September 2019

Half year results released13 November 2019

Financial year end31 March 2020

Updates/Information

Infratil produces an Annual Report and Interim Report each year.

In addition, Infratil produces occasional reports on the operations

of its subsidiaries. These are available at www.infratil.com.

All Infratil’s reports and releases are on the website, which also

contains profiles of Infratil’s businesses and links.

1
25 years of

sucessfully

balancing

growth and

resilience.

What’s next?

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