Annual Report to shareholders

Page 1 of 1

22 August 2019


Company Announcements Office
ASX Limited
Exchange Centre
Level 4, 20 Bridge Street
SYDNEY NSW 2000



Dear Sir/Madam

Please find attached the following documents:
1. Appendix 4E – results for announcement to the market for the year ended 30 June 2019;
2. 2019 Annual Report;
3. Market release dated 22 August 2019;
4. Investor Presentation; and
5. Appendix 4G – Key to Disclosures Corporate Governance Principles and
Recommendations.

Yours sincerely,
Downer EDI Limited

Robert Regan
Company Secretary

Downer EDI Limited
ABN 97 003 872 848
Triniti Business Campus
39 Delhi Road
North Ryde NSW 2113
1800 DOW NER
www.downergroup.com

Results for announcement to the market
for the year ended 30 June 2019
Appendix 4E
2019
2018
%
$'m
$'m
change
Revenue from ordinary activities12,789.4 12,016.6
Other income23.3 14.3
Total revenue and other income from ordinary activities12,812.7 12,030.9 6.5%
Total revenue including joint ventures and other income 13,448.3 12,620.2 6.6%
462.2 204.8 125.7%
532.6 271.5 96.2%
261.8 71.4 266.7%
325.6 117.9 176.2%
2019
2018
%
cents
cents
change
Basic earnings per share42.9 10.7 300.9%
Diluted earnings per share
(i)
42.3 10.7 295.3%
Net tangible asset backing per ordinary share(13.5)26.0 (151.9%)
(i)
At 30 June 2018, the ROADS are deemed anti-dilutive and consequently, diluted EPS remained at 10.7 cents per share.
Dividend20192018
FinalFinal
Dividend per share (cents)14.014.0
Franked amount per share (cents)7.07.0
Conduit foreign income (CFI)50%50%
Dividend record date4/09/201930/08/2018
Dividend payable date2/10/201927/09/2018
Redeemable Optionally Adjustable Distributing Securities (ROADS)
Dividend per ROADS (in Australian cents)4.18 4.01
New Zealand imputation credit percentage per ROADS 100%100%
ROADS payment dateQuarter 1Quarter 2Quarter 3Quarter 4
Instalment date FY201917/09/201817/12/201815/03/201917/06/2019
Instalment date FY201815/09/201715/12/201715/03/201815/06/2018
For commentary on the results for the year and review of operations, please refer to the Directors' Report and separate
media release attached.
Earnings before interest and tax
Profit from ordinary activities after tax before amortisation of acquired
intangible assets (NPATA)
Downer EDI's Dividend Reinvestment Plan (DRP) has been suspended.
Earnings before interest and tax and amortisation of acquired intangible
assets (EBITA)
Profit from ordinary activities after tax attributable to members of the
parent entity

Annual
Report
2019

This Annual Report includes
the Downer EDI Limited
Directors’ Report, the
Annual Financial Report and
Independent Audit Report
for the financial year ended
30 June 2019. The Annual
Report is available on
the Downer website
www.downergroup.com.

Annual Report 2019 1
Contents
Highlights
Page 2
Directors’ Report
Page 4
Auditor’s signed reports
Page 53 Auditor’s Independence Declaration
Page 54 Independent Auditor’s Report
Financial Statements
Page 62 Consolidated Statement of Profit or Loss and Other Comprehensive Income
Page 63 Consolidated Statement of Financial Position
Page 64 Consolidated Statement of Changes in Equity
Page 65 Consolidated Statement of Cash Flows
Notes to the consolidated financial statements
A
About this
report
Page 66-67
B
Business
performance
Page 68-79
C
Operating assets
and liabilities
Page 80-90
D
Employee
benefits
Page 91
E
Capital structure
and financing
Page 92-99
F
Group
structure
Page 100-110
G
Other
Page 111-124
B1
Segment
information
C1
Reconciliation
of cash and
cash equivalents
D1
Employee benefits
E1
Borrowings
F1
Joint arrangements
and associate
entities
G1
New accounting
standards
B2
Revenue
C2
Trade receivables
and contract assets
D2
Key management
personnel
compensation
E2
Financing facilities
F2
Acquisition of
businesses
G2
Capital and financial
risk management
B3
Earnings per share
C3
Inventories
D3
Employee discount
share plan
E3
Commitments
F3
Disposal of
business
G3
Other financial
assets and liabilities
B4
Taxation
C4
Trade payables and
contract liabilities
E4
Issued capital
F4
Controlled entities
B5
Remuneration
of auditors
C5
Property, plant
and equipment
E5
Non-controlling
interest (NCI)
F5
Related party
information
B6
Subsequent events
C6
Intangible assets
E6
Reserves
F6
Parent entity
disclosures
C7
Finance lease
receivables
E7
Dividends
C8
Provisions
C9
Contingent
liabilities
Page 125 Directors’ Declaration
Other information
Page 126 Sustainability Performance Summary 2019
Page 131 Corporate Governance
Page 142 Information for Investors

2 Downer EDI Limited
Highlights
Total
Revenue
$13,448.3m
6.6% increase to
Underlying
1

EBITA Margin
4.2%
0.4% increase to
$340.1m
14.7% increase to
Operating
Cash Flow
$630.2m
8.0% increase to
Downer’s results for the 2019 financial year featured good revenue
growth, a strong increase in earnings, and an improved Group margin.
Cash performance remains strong, predictable and reliable with Group
cash flow conversion of 89.0% of EBITDA. Statutory NPATA increased
from $117.9 million to $325.6 million, while underlying
1
NPATA was
$340.1 million, 14.7% higher than the prior corresponding period.
1 Underlying EBITA and NPATA are non-IFRS measures that are used by Management to assess the performance of the business. They have been calculated from the
statutory measures by adding back the Murra Warra wind farm loss of $45.0 million ($31.5 million after-tax) and deducting the fair value gain on revaluation of the existing
interest in the Downer Mouchel JV ($17.0 million; $17.0 million after-tax).
Underlying
1

N PATA

Annual Report 2019 3
Urban
Services
Mining, Energy and
Industrial Services
83% of EBITA17% of EBITA
76% Revenue
5.4% EBITA margin
24% Revenue
3.5% EBITA margin
EBITA by Services
Transport 36.8%
Utilities 20.6%
Mining 11.6%
EC&M 5.1%
Facilities 25.9%
Transport
Utilities
Facilities
Mining
Engineering, Construction
and Maintenance
Urban services now
represents 83% of
Downer’s EBITA

4 Downer EDI Limited
Directors’ Report
for the year ended 30 June 2019
The Directors of Downer EDI Limited submit the Annual
Financial Report of the Company for the financial year
ended 30 June 2019. In compliance with the provisions
of the Corporations Act 2001 (Cth), the Directors’ Report
is set out below.
Board of Directors
R M HARDING (70)
Chairman since November 2010, Independent
Non-executive Director since July 2008
Mr Harding has held management positions around the world
with British Petroleum (BP), including President and General
Manager of BP Exploration Australia.
Mr Harding is currently the Chairman of Lynas Limited and
Horizon Oil Limited and a Director of Cleanaway Waste
Management Limited. He is a former Chairman of Roc Oil
Company Limited, Clough Limited and ARC Energy Limited and
a former Director of Santos Limited.
Mr Harding holds a Masters in Science, majoring in
Mechanical Engineering.
Mr Harding lives in Sydney.
G A FENN (54)
Managing Director and Chief Executive Officer since
July 2010
Mr Fenn has over 30 years’ experience in operational
management, strategic development and financial management.
He joined Downer in October 2009 as Chief Financial Officer and
was appointed Chief Executive Officer in July 2010.
He was previously a member of the Qantas Executive
Committee, holding a number of senior roles over 14 years,
as well as Chairman of Star Track Express and a Director of
Australian Air Express. He worked at KPMG for eight years
before he joined Qantas.
Mr Fenn is currently a Director of Sydney Airport Limited and
Spotless Group Holdings Limited and a Member of the UTS
Engineering and IT Industry Advisory Board.
Mr Fenn holds a Bachelor of Economics from Macquarie
University and is a member of the Australian Institute of
Chartered Accountants.
Mr Fenn lives in Sydney.
S A CHAPLAIN (61)
Independent Non-executive Director since July 2008
Ms Chaplain is a former investment banker with extensive
experience in public and private sector debt financing. She also
has considerable experience as a Non-executive Director of
local and state government-owned corporations involved in road,
water and port infrastructure.
Ms Chaplain is Chairman of MFF Capital Investments Limited
and a Director of Seven Group Holdings Limited and Credible
Labs Inc. Ms Chaplain is also Chairman of Canstar Pty Ltd,
a financial services research and ratings company and a Director
of The Australian Ballet. Her former Board roles include being
Chairman of Queensland Airports Limited, a member of the
Board of Taxation, a Director of EFIC, Australia’s export credit
agency and a Director of PanAust Limited.
A Fellow of the Australian Institute of Company Directors,
Ms Chaplain holds a Bachelor of Arts degree majoring in
Economics and Mandarin from Griffith University in addition to
a Masters of Business Administration (MBA) from the University
of Melbourne. She holds an honorary doctorate from Griffith
University for her service to banking and finance, and to the
Gold Coast community.
Ms Chaplain lives on the Gold Coast.
P S GARLING (65)
Independent Non-executive Director since November 2011
Mr Garling has over 35 years’ experience in the infrastructure,
construction, development and investment sectors. He was the
Global Head of Infrastructure at AMP Capital Investors,
a role he held for nine years. Prior to this, Mr Garling was CEO
of Tenix Infrastructure and a long-term senior executive at the
Lend Lease Group, including five years as CEO of Lend Lease
Capital Services.
Mr Garling is currently the Chairman of Tellus Holdings Limited,
Energy Queensland Limited and Newcastle Coal Infrastructure
Group and a Director of Charter Hall Limited and the NSW
electricity distributor, Essential Energy and the Australian
Literacy and Numeracy Foundation. He is a former Director of
Spotless Group Holdings Limited and a past President of Water
Polo Australia Limited.
Mr Garling holds a Bachelor of Building from the University of
New South Wales and the Advanced Diploma from the Australian
Institute of Company Directors. He is a Fellow of the Australian
Institute of Building, Australian Institute of Company Directors
and Institution of Engineers Australia.
Mr Garling lives in Sydney.

Annual Report 2019 5
T G HANDICOTT (56)
Independent Non-executive Director since September 2016
Ms Handicott is a former corporate lawyer with over 30 years’
experience in mergers and acquisitions, capital markets and
corporate governance. She was a partner of national law firm
Corrs Chambers Westgarth for 22 years, serving as a member of
its National Board for seven years including four years as National
Chairman. She also has extensive experience in governance of
local and state government organisations.
Ms Handicott is currently the Chairman of listed company PWR
Holdings Limited and of Peak Services Holdings Pty Ltd, which is
the subsidiary of the Local Government Association of Queensland
that is responsible for its commercial operations. Ms Handicott is
also a Director of Bangarra Dance Theatre Limited and a Divisional
Councillor of the Queensland Division of the Australian Institute of
Company Directors.
Ms Handicott is a former Director of CS Energy Limited, a former
member of the Queensland University of Technology (QUT)
Council, the Takeovers Panel and Corporations and Markets
Advisory Committee and a former Associate Member of the
Australian Competition and Consumer Commission.
A Senior Fellow of Finsia, Fellow of the Australian Institute of
Company Directors and Member of Chief Executive Women,
Ms Handicott holds a Bachelor of Laws (Hons) degree from the
Queensland University of Technology.
Ms Handicott lives in Brisbane.
N M HOLLOWS (48)
Independent Non-executive Director since June 2018
Ms Hollows has over 20 years’ experience in the resources
sector in a number of senior managerial roles across both the
public and private sectors, including in mining, utilities and rail.
Her experience spans operational management, accounting
and finance, mergers and acquisitions, capital management and
corporate governance.
Ms Hollows is currently the Chief Executive Officer of SunWater
Limited, a Queensland Government owned corporation. She is
the Chair of The Salvation Army Brisbane Red Shield Appeal
Committee and an advisory committee member of the Salvation
Army Queensland Advisory Council and also a Board member of
the Water Services Association of Australia and a member of the
CEO Advisory Committee for Dean of Queensland University of
Technology Business School.
She was formerly the Chief Financial Officer and subsequently
Chief Executive Officer of Macarthur Coal Limited, Managing
Director of AMCI Australia and South East Asia and Interim Chair
of Queensland Rail Limited.
A Fellow of the Australian Institute of Company Directors
and a Member of Chief Executive Women and the Institute of
Chartered Accountants, Ms Hollows holds a Bachelor of Business
– Accounting and a Graduate Diploma in Advanced Accounting
(Distinction) from the Queensland University of Technology
and is a Graduate of Harvard Business School’s Program for
Management Development.
Ms Hollows lives in Brisbane.
C G THORNE (69)
Independent Non-executive Director since July 2010
Dr Thorne has over 36 years’ experience in the mining and
extraction industry, specifically in senior operational and executive
roles with Rio Tinto. His experience spanned a range of product
groups and functional activities in Australia and overseas. After
serving in London as Group Mining Executive from 1996 to 1998,
Dr Thorne moved to Indonesia as President Director of Kaltim
Prima Coal and then returned to Australia to manage Rio Tinto’s
Australian coal business as Managing Director of Rio Tinto Coal
Australia and the publicly listed Coal and Allied Industries. He was
President of the Queensland Resources Council in 2001-2003.
In 2006, Dr Thorne was appointed global head of Rio Tinto’s
technology, innovation and project engineering functions,
reporting to the Chief Executive. He was a member of Rio Tinto’s
Executive Committee and Investment Committee. He retired from
Rio Tinto in 2011.
Dr Thorne is a Director of Spotless Group Holdings Limited and
a former Director of Wesley Research Institute, JK Tech and
Queensland Energy Resources Limited. He is a Fellow of the
Australasian Institute of Mining and Metallurgy.
Dr Thorne also holds directorships with a number of
private companies.
He holds Bachelor and Doctoral degrees in Metallurgy from the
University of Queensland and is a Graduate of the Australian
Institute of Company Directors.
Dr Thorne lives on the Sunshine Coast.
P L WATSON (62)
Independent Non-executive Director since May 2019
Mr Watson has extensive experience in the construction and
engineering sectors in senior executive and governance roles,
including in the industrial, transport, defence, health, justice
and utilities sectors. He was Chief Executive Officer and
Managing Director of Transfield Services Limited, now known as
Broadspectrum for ten years. During this period, he led the business
through a successful transition, cultivating a sustainable and
successful public company. He also has considerable experience in
various Non-executive Director roles.
Mr Watson is currently a Consultant of Stephenson Mansell Group
where he provides coaching and mentoring to senior executives.
Mr Watson is a former Chairman of LogiCamms Limited, Watpac
Limited, Regional Rail Link Authority in Victoria and AssetCo
Management which managed PPP assets, a former Director of
the Major Transport Infrastructure Board in Victoria, Yarra Trams
and Save the Children Australia and was a Board member of
Infrastructure Australia.
A Fellow of the Australian Academy of Technological Sciences and
Engineering and Member of the Institute of Engineers Australia
and Australian Institute of Company Directors, Mr Watson
holds a Diploma of Civil Engineering from the Caulfield Institute
of Technology and is a Graduate of the Wharton Advanced
Management Program of the University of Pennsylvania.
Mr Watson lives in Melbourne.

6 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2019
Directors’ shareholdings
The following table sets out each Director’s relevant interest (direct and indirect) in shares, debentures, and rights or options in shares
or debentures (if any) of the Company at the date of this report. No Director has any relevant interest in shares, debentures and rights
or options in shares or debentures, of a related body corporate as at the date of this report.
Director
Number of Fully Paid
Ordinary Shares
Number of Fully Paid
Performance Rights
Number of Fully Paid
Performance Options
R M Harding28,856––
G A Fenn
1
1,582,2181,137,47 7–
S A Chaplain103,799––
P S Garling19,962––
T G Handicott14,000––
N M Hollows3,000––
C G Thorne82,922––
P L Watson–––
1 Performance rights granted to Mr Fenn are subject to performance and/or service period conditions over the period 2016 to 2022. Further details regarding the conditions
relating to these restricted shares and performance rights are outlined in sections 6.4 and 9.2 the Remuneration Report.
Company Secretary
The Company Secretarial function is responsible for ensuring
that the Company complies with its statutory duties and
maintains proper documentation, registers and records. It also
provides advice to Directors and officers about corporate
governance and gives practical effect to any decisions
made by the Board.
Mr Robert Regan was appointed Group General Counsel and
Company Secretary in January 2019. He has qualifications in
law from the University of Sydney and is an admitted solicitor
in New South Wales. Mr Regan was formerly a partner of Corrs
Chambers Westgarth and has over 30 years of experience in
legal practice.
Mr Peter Lyons was appointed joint Company Secretary in
July 2011. A Member of CPA Australia and the Governance
Institute of Australia, he has qualifications in commerce from the
University of Western Sydney and corporate governance from
the Governance Institute of Australia. Mr Lyons was previously
Deputy Company Secretary and has been in financial and
secretarial roles at Downer for over 15 years.
Review of operations
Principal activities
Downer EDI Limited (Downer) designs, builds and sustains
assets, infrastructure and facilities and is a leading provider
of integrated services in Australia and New Zealand. Downer
employs more than 53,000 people, mostly in Australia and New
Zealand but also in the Asia-Pacific region, South America and
Southern Africa.
Our Purpose is to create and sustain the modern environment
by building trusted relationships with our customers.
Our Promise is to work closely with our customers to help them
succeed, using world-leading insights and solutions.
Our business is founded on four Pillars:
–Safety: Zero Harm is embedded in Downer’s culture and is
fundamental to the Company’s future success
–Delivery: we build trust by delivering on our promises
with excellence while focusing on safety, value for
money and efficiency
–Relationships: we collaborate to build and sustain enduring
relationships based on trust and integrity
–Thought leadership: we remain at the forefront of our
industry by employing the best people and having the
courage to challenge the status quo.
Downer reports its results under five service lines (Transport,
Utilities, Facilities, Mining and Engineering, Construction &
Maintenance) and an outline of each service line is set out below.

Annual Report 2019 7
Transport
Transport comprises Downer’s Road Services, Transport
Infrastructure, and Rail businesses.
Total revenue
1
(FY19)
Transport
EBITA
2
(FY19)
32.4%36.8%
1 Total revenue is a non-statutory disclosure and includes revenue, other income
and notional revenue from joint ventures and other alliances not proportionately
consolidated. Due to rounding, divisional percentages do not add up precisely
to 100%.
2 Downer calculates EBITA by adjusting EBIT to add back acquired intangibles
amortisation expense.
Road Services
Downer manages and maintains road networks across Australia
and New Zealand and manufactures and supplies products
and services to create safe, efficient and reliable journeys.
Downer offers one of the largest non-government owned road
infrastructure services businesses in Australia and New Zealand,
maintaining more than 33,000 kilometres of road in Australia and
more than 25,000 kilometres in New Zealand.
Downer creates and delivers solutions to our customers’
challenges through strategic asset management and a
leading portfolio of products and services. Downer is a leading
manufacturer and supplier of bitumen-based products and
an innovator in the sustainable asphalt industry and circular
economy, using recycled products and environmentally
sustainable methods to produce asphalt.
Downer’s road network solutions are underpinned by industry-
leading research, development and innovation, unique asset
management tools and a commitment to safety, environment and
sustainability through industry awarded Zero Harm programs.
Downer has formed a number of strategic partnerships to meet
the changing needs of our customers and markets. Downer has
long-term asset stewardship and road management contracts
through DM Roads in Australia, and a number of alliances in
New Zealand such as the Infrastructure Alliance in Hamilton,
Whanganui Alliance, Tararua Alliance, Waikato District Alliance
and the Milford Road Alliance.
Downer works for all of Australia’s State Road Authorities,
the New Zealand Transport Agency and a large number of
local government councils and authorities in both countries.
Customers also include road owners and businesses operating in
industries including waste collection and management, mining,
construction, airports and motor racing tracks.
Transport Infrastructure
Downer delivers multi-disciplined infrastructure solutions to
customers within the transport sector. The services provided by
Downer include the design and construction of light rail, heavy
rail, signalling, track and station works, rail safety technology,
bridges and roads.
Downer has a long history of delivering transport infrastructure
projects under a variety of contracting models. Downer’s
integrated capabilities enable intelligent transport solutions, road
network management and maintenance, facility maintenance,
utilities services and renewable energy technologies.
Rail
Downer has over 100 years’ rail experience providing end-to-end,
innovative transport solutions.
Downer is a leading provider of rollingstock asset
management services in Australia, with expertise in delivering
whole-of-life asset management support to our customers.
Downer’s capability spans all sectors, from rollingstock to
infrastructure; and every project phase, from design and
manufacture to through-life-support, fleet maintenance,
operations and comprehensive overhaul of assets.
Downer sets industry best practice with forward-looking
technology solutions like the TrainDNA data analytics platform
to deliver safe, efficient and reliable services for the public
transport sector.
Downer has formed strategic joint ventures and relationships
with leading technology and knowledge providers including
Keolis, CRRC, Hitachi and Bombardier.
The Keolis Downer joint venture is Australia’s largest private
provider of multi-modal public transport solutions, with contracts
to operate and maintain Yarra Trams in Melbourne, the Gold
Coast light rail system in Queensland, and an integrated public
transport system for the city of Newcastle in New South Wales.
Keolis Downer is also one of Australia’s most significant bus
operators with operations in South Australia, Western Australia
and Queensland. Keolis Downer provides more than 210 million
passenger trips each year.
Downer’s Rail customers include Sydney Trains, Transport for
NSW, Public Transport Authority (WA), Metro Trains Melbourne,
Public Transport Victoria, and Queensland Rail.

8 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2019
Utilities
Downer offers a range of services to customers across the power
and gas, water, renewable energy and communications sectors.
Total revenue
1
(FY19)
Utilities
EBITA
2
(FY19)
18.7%20.6%
1 Total revenue is a non-statutory disclosure and includes revenue, other income
and notional revenue from joint ventures and other alliances not proportionately
consolidated. Due to rounding, divisional percentages do not add up precisely
to 100%.
2 Downer calculates EBITA by adjusting EBIT to add back acquired intangibles
amortisation expense.
Power and gas
Downer’s services include planning, designing, constructing,
operating, maintaining, managing and decommissioning power and
gas network assets. A collaborative approach has made Downer a
benchmark end-to-end service provider to owners of utility assets.
Downer designs and constructs steel lattice transmission towers,
designs and builds substations, constructs and maintains electricity
and gas networks, provides asset inspection and monitoring
services, connects tens of thousands of new power and gas
customers each year and provides meter, energy and water
efficiency services for governments, utilities and corporations.
Water
Downer is dedicated to delivering complete water lifecycle
solutions for municipal and industrial water users.
Downer’s expertise includes water treatment, wastewater
treatment, water and wastewater network construction and
rehabilitation, desalination and biosolids treatment.
As a leading provider of asset management services, Downer
supports its customers across the full asset lifecycle from
conceptual development through to design, construction,
commissioning and into operations and maintenance.
Downer collaborates with customers to manage their assets, so
they create community benefits that are sustainable, innovative,
cost-effective and provide value to all stakeholders.
Renewable energy
Downer is one of Australia’s largest and most experienced
providers in the renewable energy market, delivering services
to customers requiring both utility and commercial scale
sustainable energy solutions.
Downer offers trusted services and integrated solutions required for
the entire asset lifecycle including procurement, assembly, design,
construction, commissioning and maintenance for a range of
renewable assets specifically in the wind, solar and power systems
storage sectors including transmission and substations.
Downer offers flexible services like innovative energy systems
that include self-generation and storage, grid services such
as frequency control ancillary services (FCAS), fast frequency
response (FFR), grid stability and transmission terminal
congestion solutions.
Communications
Downer is a leading provider of end-to-end technology and
communications service solutions, offering integrated civil
construction, electrical, fibre, copper and radio network
deployment capability throughout Australia and New Zealand.
Key capabilities include:
–Design, engineering and network construction of fixed and
wireless networks
–Mobile deployment: site acquisition, environmental and
design services
–Network operations and help desk outsourcing
–Network maintenance
–Warehousing and logistics
–Smart metering
–Smart home power and technology solutions
–Fleet management
–Network security
–Remedial works and proactive maintenance
–Customer connections, in-premise installations and
service activations.
Facilities
The Facilities service line operates in Australia and New Zealand
delivering facilities services to customers across a diverse range
of industry sectors including: defence; education; government;
healthcare; senior living; sports and venues; resources; leisure
and hospitality; airports; industrial; commercial; property; utilities
and public private partnerships.
Total revenue
1
(FY19)
Facilities
EBITA
2
(FY19)
25.3%25.9%
1 Total revenue is a non-statutory disclosure and includes revenue, other income
and notional revenue from joint ventures and other alliances not proportionately
consolidated. Due to rounding, divisional percentages do not add up precisely
to 100%.
2 Downer calculates EBITA by adjusting EBIT to add back acquired intangibles
amortisation expense.

Annual Report 2019 9
Facilities businesses include Spotless, AE Smith, Alliance, Ensign,
EPICURE, Hawkins, Mustard, Nuvo, Taylors and Envar.
Spotless is the largest integrated facilities management services
provider in Australia and New Zealand. Its key capabilities include:
–Air-conditioning, mechanical and electrical
–Asset maintenance and management
–Catering and hospitality
–Cleaning
–Facilities management
–Laundry management
–Security and electronic solutions
–Utility support.
The Facilities service line also includes Hawkins, New
Zealand’s leading construction business. Hawkins delivers
unique transformational projects across a variety of sectors
including education, health, airports, commercial office
buildings and heritage restorations. It leads the industry in civic
projects including art galleries, event centres, stadiums and
community facilities.
Hawkins' and Downer’s combined technical and construction
management expertise provides proven, whole-of-life solutions
for customers’ assets using innovative technology to sustainably
deliver outcomes.
Engineering, Construction and Maintenance (EC&M)
Downer’s EC&M service line includes its Asset Services
and Engineering & Construction businesses and works with
customers in the public and private sectors delivering services
including design, engineering, construction, maintenance and
ongoing management of critical assets.
Total revenue
1
(FY19)
EC&M
EBITA
2
(FY19)
12.7%5.1 %
1 Total revenue is a non-statutory disclosure and includes revenue, other income
and notional revenue from joint ventures and other alliances not proportionately
consolidated. Due to rounding, divisional percentages do not add up precisely
to 100%.
2 Downer calculates EBITA by adjusting EBIT to add back acquired intangibles
amortisation expense.
In the oil and gas sector, Downer’s capabilities cover the full
range of construction, maintenance, shutdown/turnaround/
outage delivery, sustaining capital program delivery and
commissioning services.
Key capabilities include:
–Electrical instrumentation and controls
–Structural and mechanical piping
–Lagging and cladding
–Insulation and coatings including painting and
blasting services
–Scaffold management and erection
–Facilities maintenance
–Project management, scheduling and resourcing
–Technical writing and workpack development
–Heavy lift studies
–Specialist subcontract management
–Procurement
–Integrated engineering.
Downer is also the leading provider of original equipment
manufacturer (OEM) maintenance and shutdown services
essential in running Australia’s power stations, servicing
customers that supply 80% of the National Electricity Market.
Downer’s Assets Services business operates across industries
including petrochemical and refining, bulk materials handling
and processing, coal, iron ore, minerals and metals and power
generation. Services include scoping, planning, integration and
support with engineering; and electrical and instrumentation,
insulation and scaffold erection, commissioning and
decommissioning.
Downer is also an OEM specialist in the design, supply,
construction, maintenance and overhaul of boilers, turbines and
generating plants.
Downer’s Mineral Technologies business is the world leader in
mineral separation and mineral processing solutions, as well
as spiral technology. Mineral Technologies delivers innovative,
cost effective process solutions for iron ore, mineral sands, silica
sands, coal, chromite, gold, tin, tungsten, tantalum and a wide
range of other fine materials.
Downer’s QCC business delivers solutions for customers
across all stages of the project lifecycle from initial concept,
prefeasibility and feasibility studies, to Coal Handling and
Preparation Plant (CHPP) design and Engineering, Procurement
and Construction (EPC) management delivery. QCC provides
strategic consulting services, working with customers to
optimise financial returns and maintain efficient operations for
their projects.

10 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2019
Mining
Downer is one of Australia’s leading diversified mining
contractors serving its customers across more than
50 sites in Australia, Papua New Guinea, South America and
Southern Africa.
Total revenue
1
(FY19)
Mining
EBITA
2
(FY19)
11.0%11.6%
1 Total revenue is a non-statutory disclosure and includes revenue, other income
and notional revenue from joint ventures and other alliances not proportionately
consolidated. Due to rounding, divisional percentages do not add up precisely
to 100%.
2 Downer calculates EBITA by adjusting EBIT to add back acquired intangibles
amortisation expense.
Downer services coal and metalliferous ore mining customers at
all stages of the mining lifecycle, specialising in both surface and
underground mining. Key capabilities include:
–Resource definition, exploration drilling and mine
feasibility studies
–Open cut mining services to Australian coal, iron ore and gold
–Underground mining services to Australian, Papua New
Guinea and South African copper and gold
–Drilling, explosives manufacture and supply,
blasting and crushing
–Tyre management (through the subsidiary
Otraco International)
–Mine closure and rehabilitation.
In New South Wales, Downer provides mining services at
Newcrest Mining’s Cadia Valley underground mine near Orange
and Cobar Management Pty Ltd’s CSA underground copper
mine located in Cobar, Central Western New South Wales.
In Queensland, Downer has provided mining services at Stanwell
Corporation’s Meandu mine in the South Burnett region since
2013. Downer has also been working closely with the BHP Billiton
Mitsubishi Alliance (BMA) for many years, providing mining
services at several mine sites in the Bowen Basin in Central
Queensland including Goonyella Riverside, Daunia, Peak Downs,
Saraji, Blackwater, Caval Ridge and Poitrel Mine. Downer also
continues to provide full mining services at Millmerran Power
Partner’s Commodore mine-site.
In South Australia, Downer provides engineering, procurement
and construction (EPC) services and mining services at OZ
Minerals' Carrapateena copper and gold mine.
In Western Australia, Downer has been providing mining
services to Karara Mining Ltd at its Karara mine since the
magnetite operation commenced production in February 2012.
Mining services are also provided at the Gruyere gold project
in Laverton for joint venture partners Gold Road Resources
Ltd and Gold Fields Ltd. Downer also delivers significant mine
contracting services at Cape Preston for CITIC Pacific Mining’s
Sino Iron Project (high-grade magnetite).
Group Financial Performance
For the 12 months ended 30 June 2019, Downer reported
increases in total revenue; earnings before interest, tax and
amortisation of acquired intangible assets (EBITA); and net profit
after tax (NPAT).
The main features of the result for the 12 months ended
30 June 2019 were:
–Total revenue of $13.4 billion, up 6.6%;
–Statutory EBITA of $532.6 million, up 96.2% from
$271.5 million;
–Statutory earnings before interest and tax (EBIT) of
$462.2 million, up 125.7% from $204.8 million;
–Underlying
1
net profit after tax and before amortisation
of acquired intangible assets (NPATA) of $340.1 million,
up 14.7% from $296.5 million;
–Statutory net profit after tax and before amortisation
of acquired intangible assets (NPATA) of $325.6 million,
up 176.2% or $207.7 million from $117.9 million; and
–Statutory net profit after tax (NPAT) of $276.3 million,
up 288.6% from $71.1 million.
A reconciliation of the statutory result to the underlying result is
set out on page 12.
1 The underlying result is a non-IFRS measure that is used by Management to
assess the performance of the business. Non-IFRS measures have not been
subject to audit or review.

Annual Report 2019 11
Revenue
Total revenue for the Group increased by $828.1 million, or 6.6%,
to $13.4 billion compared to the previous corresponding period
(pcp). This was primarily driven by increased activity in Utilities,
EC&M and Mining, partially offset by lower revenue in Transport
and Facilities.
Transport revenue decreased by 2.8%, or $123.0 million, to
$4.3 billion due to completed infrastructure projects not being
fully replaced, the Sydney Growth Trains project nearing
completion and the divestment of the Freight Rail business in the
prior period. This was offset by continuing strong performance in
the Road Services business in both Australia and New Zealand,
and an increase in Rail Through Life Support (TLS) activity.
Utilities revenue increased by 25.0%, or $501.8 million, to
$2.5 billion, due to continuing strong contributions from NBN
contracts in Australia as well as new renewable energy projects
including Numurkah and Beryl solar farms.
Facilities revenue decreased by 0.8%, or $28.5 million to $3.4
billion due to projects completed in Australia and New Zealand in
the prior year not being fully replaced. This was partially offset by
higher building activities in New Zealand and from new contracts
in the Infrastructure and Construction business in Australia.
EC&M revenue rose by 23.7%, or $326.9 million, to $1.7 billion as
a result of increased activities from new maintenance contracts,
the acquisition of MHPS Plant Services Pty Ltd (MHPS) and new
contracts in Mineral Technologies. This increase was partially
offset by a reduction in construction activities at projects
including Wheatstone in Western Australia.
Mining revenue increased by 8.8%, or $120.1 million, to
$1.5 billion mainly due to increased activities at Blackwater and
Carrapateena and from the contribution of newly commenced
contracts. This increase was partially offset by the completion
of the Boggabri and Roy Hill contracts.
Expenses
Total expenses increased by 4.5% and include a $45.0 million
loss due to the provision recognised in relation to Senvion’s
scope in the delivery of the Murra Warra wind farm, while the
previous corresponding period (pcp) included $208.1 million of
Individually Significant Items (ISIs).
Employee benefits expenses increased by 7.6%, or $306.2 million,
to $4.3 billion and represent 35.1% of Downer’s cost base. The
increase is mainly due to higher activities across the Group.
Included in the pcp is $23.4 million of pre-tax ISIs in relation to
divisional merger costs and Spotless transition-related costs.
Subcontractor costs increased by 10.9%, or $412.4 million, to
$4.2 billion and represent 33.9% of Downer’s cost base. This
increase is a result of higher contracts activity and the change in
the subcontractor mix on some contracts.
Raw materials and consumables costs decreased by 3.9%, or
$85.5 million, to $2.1 billion and represent 17.1% of Downer’s cost
base. The decrease is driven by the net impact of the divestment
of Freight Rail, lower material requirements and the completion of
contracts in Mining.
Plant and equipment costs increased by 1.9%, or $12.7 million, to
$689.8 million and represent 5.6% of Downer’s cost base. The
lower increase in plant and equipment costs compared to other
types of expenses reflects a less capital-intensive business
coupled with more efficient maintenance practices.
Depreciation and amortisation decreased by 2.8% or
$10.2 million, to $360.0 million and represents 2.9% of Downer’s
cost base. This decrease is mainly due to project completion in
Mining partially offset by additional amortisation on acquired
intangibles following several bolt-on acquisitions and higher
amortisation as the business transformation program was
completed in 2018.
Other expenses, which include communication, travel,
occupancy, professional fees costs and ISIs, have decreased by
13.4%, or $105.9 million due to lower pre-tax ISIs compared to the
pcp. Excluding the impact of Murra Warra and ISIs in the pcp,
other expenses would have increased by 5.6%, or $33.8 million,
and this represents bid costs incurred and the continuous
investment in governance and risk management functions.

12 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2019
Earnings
Statutory EBIT of $462.2 million was $257.4 million higher than pcp driven by higher contributions from Transport, Utilities, Facilities and
Mining, partially offset by a lower contribution from EC&M. The full year EBITA result of $532.6 million includes a $17.0 million fair value
gain on revaluation of existing interest in the Downer Mouchel joint venture. This gain arises from the revaluation of the proportion of
the joint venture already owned by Downer.
Statutory NPAT for the Group was $276.3 million, including $31.5 million (after-tax) provision for Murra Warra wind farm.
Underlying NPATA for the Group increased by 14.7%, or $43.6 million, to $340.1 million.
A reconciliation of the statutory result to the underlying result is set out below:
FY19
$mEBIT
Net
interest
expense
Ta x
expenseN PAT
Add back
amortisation
of acquired
intangibles
(post-tax)N PATA
Statutory result462.2(82.4)(103.5)276.349.3325.6
Plus: Murra Warra wind farm loss45.0–(13.5)31.5–31.5
507. 2(82.4)(117.0)307. 849.3357.1
Less: Fair value gain on revaluation of
existing interest in Downer Mouchel JV(17.0)––(17.0)–(17.0)
Underlying result490.2(82.4)(117.0)290.849.3340.1
Transport EBITA increased by 22.5% to $242.4 million due to continued strong performance in road maintenance in Australia and New
Zealand and higher contributions from the Waratah TLS contract and from the SGT and HCMT projects. This was partially offset by the
divestment of Freight Rail in 2H18 and a lower contribution from Infrastructure Projects in New Zealand.
Utilities EBITA increased by 19.1% to $136.1 million, driven by a strong performance from Communications, partially offset by
underperformance in a solar contract.
Facilities EBITA increased by 2.3% to $170.5 million mainly driven by growth in Defence and Hospitality & FM related contracts that
offset lower contribution from construction.
EC&M EBITA decreased by 8.3% to $33.3 million due to the completion of the Gorgon and Wheatstone contracts and loss-making
construction projects. This was partially offset by strong performance in maintenance contracts and the MHPS acquisition.
Mining EBITA increased by 52.2% to $76.7 million predominantly due to continued strong performance on ongoing and new contracts.
Corporate costs increased by $12.4 million to $98.4 million primarily from the continuous investment in governance and risk
management functions and higher amortisation of intangibles following completion of the business transformation program in 2018.
Net finance costs increased by $1.3 million to $82.4 million due to higher net debt balances during the year and the unwind of discount
charges relating to onerous provision recognised following the adoption of AASB 15, partially offset by lower average interest rates
following debt refinancing.
The effective tax rate is 27.3% which is lower than the statutory rate of 30.0% due to the impact of items including non-taxable
distributions from joint ventures and lower overseas tax rates (e.g. New Zealand).

Annual Report 2019 13
Group Financial Position
Funding, liquidity and capital are managed at Group level,
with Divisions focused on working capital and operating cash
flow management.
Operating Cash Flow
Operating cash flow was strong at $630.2 million, up 8.0% from
last year due to strong contract performance, distributions
from equity accounted investments and contributions from
acquisitions. This represents a cash conversion of 89.0%
to adjusted earnings before interest, tax, depreciation and
amortisation (EBITDA).
Investing Cash
Total investing cash flow was $509.7 million, $219.9 million
lower than the pcp as the prior period included a $391.8 million
payment in relation to the additional interest acquired in
Spotless. Excluding the Spotless payment, and the proceeds
from the divestment of the Freight Rail business, investing cash
increased by 9.1% or $42.3 million mainly due to payments made
for capital expenditure during the year.
The business continued to invest in capital equipment
to support the existing contracted operations and future
operations, resulting in net capital expenditure of $330.1 million
and $52.6 million payment for lease assets.
Debt and Bonding
The Group’s performance bonding facilities totalled
$2,143.1 million at 30 June 2019 with $819.9 million undrawn.
There is sufficient available capacity to support the ongoing
operations of the Group.
As at 30 June 2019, the Group had liquidity of $1.8 billion
comprising cash balances of $710.7 million and undrawn
committed debt facilities of $1.1 billion. Total liquidity available is
$1.4 billion through Downer’s facilities and $379.9 million through
Spotless’ facilities.
The Group continues to be rated BBB (Stable) by Fitch Ratings.
Balance Sheet
The net assets of Downer decreased by 4.8% to $3.0 billion,
predominantly due to the impact of the adoption of AASB 15
Revenue from Contracts with Customers. This resulted in an
opening retained earnings adjustment of $258.0 million
(after-tax). Adjusting for the impact of AASB 15, net assets
increased by $97.9 million representing a 3.1% increase to pcp.
Cash and cash equivalents increased by $104.5 million, or 17.2%,
to $710.7 million. The increase reflects continued strong cash
contributions from operations and proceeds from external
borrowings drawn; offset by $78.4 million in relation to business
acquisitions, investment in joint ventures and final working
capital adjustments on the divestment of Freight Rail in FY18.
Net debt increased from $940.0 million at 30 June 2018
to $1,012.6 million at 30 June 2019 primarily as a result of
drawdowns made to support business activities, offset by a
higher cash position. The increased net debt position, together
with a lower equity balance following $258.0 million of
AASB 15 transition adjustments, resulted in an increase in
gearing (net debt to net debt plus equity) to 24.9%, up from
22.7% at 30 June 2018.
Trade receivables and contract assets decreased by
$165.2 million to $2,065.9 million reflecting the impact on
adoption of AASB 15 and strong cash collections.
Inventories increased by $35.8 million to $304.6 million as
a result of bogie overhaul activities in Transport and higher
bitumen stock levels.
Current tax assets decreased by $11.6 million to $57.7 million due
to the timing of tax payments.
Interest in joint ventures and associates increased by
$12.8 million. This represents $8.5 million for a 50% interest
acquired in Repurpose It, a waste recycling business in
Victoria; and Downer’s share of net profits from joint ventures
and associates of $30.4 million; offset by $4.0 million interest
reduction in MHPS Plant Services Pty Ltd following the 100%
ownership acquired during the year and $22.4 million of
distributions received.
Property, Plant and Equipment increased $92.9 million, to
$1,373.3 million, as additional capital expenditure incurred in
Transport and Mining exceeded the depreciation expense.
Intangible assets increased by $80.0 million arising from
$128.4 million additional goodwill and other acquired intangible
assets recognised from acquisitions made during the period
and $45.3 million additional investment in software; offset by
$100.0 million amortisation mainly related to Spotless’ acquired
intangible assets.

14 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2019
Total trade payables and contract liabilities increased by
$148.7 million primarily as a result of higher business activities.
Trade payables and contract liabilities represent 49.6% of
Downer’s total liabilities.
Other financial liabilities of $67.4 million decreased by
$10.0 million and represents 1.4% of Downer’s total liabilities.
The decrease mainly reflects deferred consideration paid for
acquisitions during the year.
Deferred tax liability of $137.6 million primarily represents
temporary differences arising from work in progress, property,
plant and equipment, and the tax effect of the recognition of
acquired intangibles.
Provisions of $577.1 million increased by $86.6 million mainly from
the recognition of the new Royal Adelaide Hospital and Murra
Warra contract provisions and an increase in employee related
provisions. Provisions represent 11.6% of Downer’s total liabilities.
Employee provisions (annual leave and long service leave) made
up 66.8% of this balance with the remainder covering onerous
contracts provisions, surplus lease contracts provisions and
return conditions obligations for leased assets and property
and warranty obligations.
Shareholder equity decreased by $154.9 million driven by a
$258.0 million cumulative opening retained earnings adjustment
following adoption of AASB 15 and $174.9 million of dividend
payments made during the period. This was offset by the net
profit after tax of $276.3 million. Net foreign currency gains on
translation of foreign operations, particularly in New Zealand,
resulted in a movement in the foreign currency translation
reserve of $10.1 million.
Dividends
The Downer Board resolved to pay a final dividend of 14.0 cents
per share, 50% franked (consistent with the prior corresponding
period), payable on 2 October 2019 to shareholders on the
register at 4 September 2019. The unfranked portion of the
dividend (50%) will be paid out of Conduit Foreign Income (CFI).
The Board also determined to continue to pay a fully imputed
dividend on the ROADS security, which having been reset on
15 June 2019 has a yield of 5.49% per annum payable quarterly
in arrears, with the next payment due on 16 September 2019.
As this dividend is fully imputed (the New Zealand equivalent of
being fully franked), the actual cash yield paid by Downer will be
3.95% per annum for the next 12 months.
Zero Harm
Downer’s
1
Lost Time Injury Frequency Rate (LTIFR) decreased to 0.57 from 0.78 and our Total Recordable Injury Frequency Rate
(TRIFR) decreased to 2.70 from 3.27 per million hours worked
2
.
TRIFRLTIFR
LTIFR
TRIFR
Downer Group Safety Performance
(12-month rolling frequency rates)
Jun-18
Jul-18
Aug-18
Sep-18
Oct-18
Nov-18
Dec-18
Mar-19
Apr-19
May-19
Feb-19
Jan-19
Jun-19
0.0
0.5
1.0
1.5
2.0
2.5
1.0
1.5
2.0
2.5
3.0
3.5
4.0
3.27
2.70
0.78
0.57
1 Safety data excludes Hawkins and Spotless.
2 Lost time injuries (LTIs) are defined as injuries that cause the injured person (employee or contractor) to be unfit to perform any work duties for one whole day or shift, or
more, after the shift on which the injury occurred, and any injury that results, directly or indirectly, in the death of the person. The Lost Time Injury Frequency Rate (LTIFR) is
the number of LTIs per million hours worked. Total Recordable Injuries (TRIs) are the number of LTIs + medically treated injuries (MTIs) for employees and contractors. Total
Recordable Injury Frequency Rate (TRIFR) is the number of TRIs per million hours worked.

Annual Report 2019 15
Group Business Strategies and Prospects for Future Financial Years
The Downer Group comprises a diverse collection of businesses. Downer’s Purpose is to create and sustain the modern environment
by building trusted relationships with customers. Downer’s Promise is to work closely with its customers to help them succeed, using
world-leading insights and solutions. Downer’s business is founded on four Pillars which support our Purpose and Promise: Safety,
Delivery, Relationships and Thought Leadership.
Downer’s strategy focuses on Zero Harm, driving improvement in existing businesses and operations, investing in targeted growth
opportunities, and creating new positions in appropriate markets.
Downer’s strategic objectives, prospects, and the risks that could adversely affect the achievement of these objectives, are set out in
the table below.
Strategic ObjectiveProspects Risks and risk management
Maintain focus on Zero
Harm as a cornerstone
of the Safety pillar
Downer recognises that a sustainable and
embedded Zero Harm culture is fundamental to
the Company’s future success.
Zero Harm means sustaining a work environment
that supports the health and safety of Downer’s
people, and conducting operations in a
manner that is environmentally responsible
and sustainable.
Downer’s Zero Harm culture is built on leading
and inspiring, verifying the effective management
of risks that have the potential to cause serious
harm, rethinking processes, continuously
improving management systems, applying lessons
learnt, and adopting and adapting practices that
aim to achieve zero work-related injuries and
unintentional harm to the environment.
Downer’s approach to Zero Harm enables
the Company to work safely, sustainably and
environmentally responsibly where there are inherent
hazardous environments.
Downer has implemented a strong Critical Risk
program throughout its business. This program has
provided Downer with the opportunity to understand
the risks in its business that could cause serious
injury to people or the environment. That knowledge
has enabled Downer to implement a program to
eliminate or control those risks, and to monitor the
performance of those critical controls.
Each Downer Division has in place a Zero Harm
management system, certified as a minimum to
AS/NZS 4801 or BS OHSAS 18001, and ISO 14001.
Each management system is reviewed regularly,
undergoing internal and external audit.
Embed asset
management and
data analytics as a
cornerstone of the
Delivery pillar
Downer has established an Asset & Data
Management Office (ADMO) to coordinate the
Group’s extensive asset management knowledge
and expertise and use it, for example, to improve
the efficiency of its customers’ operations.
As a leader in asset management, Downer
aims to adopt and implement world-leading
insights and solutions. The proliferation of data
points and connected devices allows for more
data and business intelligence to be captured.
This information can be used to drive service
improvement and improve asset performance.
The expectations of Downer’s customers, and their
customers, continue to grow with regards to reliable,
intuitive, and cost-effective assets and services.
Downer has invested in capability and talent to
improve asset management, data analytics and life
cycle performance analytics. A number of these
investments have Group-wide application in addition
to their bespoke customer benefit.
Risks to be managed include: not delivering value-
added services to customers and so reducing
the need for integrated services partners; scope
reduction by customers who elect to use pure
maintenance/blue collar services; and an inability to
deliver obligations in performance frameworks and
service outcome contracts.

16 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2019
Strategic ObjectiveProspects Risks and risk management
Improve engagement
with customers as a
cornerstone of the
Relationships pillar
Providing valuable and reliable products and
services to customers, and their customers,
is at the heart of Downer’s culture. It enables
Downer’s customers to focus more on their
core expertise while Downer delivers non-core
operational services.
Through ongoing analysis of markets, customers
and competitors, Downer is well positioned to
improve value and service for its customers and
their customers.
Relationships creating success continues to be
Downer’s core operating philosophy that drives
delivery of projects and services. It helps to ensure
investment, initiatives and activities are focused on
helping Downer’s customers to succeed.
Building on existing expertise across the Group,
Downer is developing a more coordinated and
structured approach to customer engagement,
business development and market participation.
This will improve Downer’s ability to compete and
win in the markets and sectors in which it operates.
Risks to be managed include: the threat of new
competitors and disruptors in traditional markets;
not keeping pace with changing customer
expectations; and the threat of commoditisation of
core products and services.
Embed operational
technology into core
service offerings
as a cornerstone
of our Thought
Leadership pillar
Technology is an inherent feature of today’s
world and there is therefore greater demand for
technology in Downer’s projects and services.
Customer operations are growing in complexity
and this creates opportunities for Downer to
connect, manage, monitor and report on core
services and infrastructure.
Downer is investing in operational technology,
“apps”, platforms and partnerships to meet customer
needs. Downer is focused on selecting the right
operational technology investments, for example
those that can be leveraged across a number of
service lines to maximise value for the greatest
number of customers.
Risks to be managed include: intensification of
competition as customers converge into large
single market procurement channels; introduction
of foreign and technology based competitors that
bring a different value proposition; and a need for
greater investment in technology and data services.

Annual Report 2019 17
The following table provides an overview of the key prospects relevant to each of Downer’s service lines and summarises Downer’s
intended strategic response across each sector to maximise the Company’s performance and realise future opportunities.
Service lineProspects Downer’s response
TransportThe multi-billion dollar market for transport
infrastructure and services continues to exhibit
good growth in both Australia and New Zealand.
Governments in both countries continue to invest
in a range of projects to reduce congestion,
improve mobility, and provide better linkages
between communities.
The cost of bidding for major projects is high
and project risks can be significant, so Downer is
selective about the projects for which it bids.
Looking forward, potential outsourcing and
franchising opportunities across the transport
sector may further expand Downer’s portfolio in
public transport operations.
Downer is a market leader in road services in both
Australia and New Zealand, light rail construction
in Australia and heavy rail construction and
maintenance in Australia.
In recent years, Downer’s strategy has focused on
journey management, asset stewardship, congestion
management, and urban revitalisation. The ability
to deal with these issues through infrastructure
services and solutions is critical to driving the Downer
business forward and to provide increasing value to
Downer’s customers and their end customers.
Downer maintains strong strategic partnerships with
leading global transport solutions providers and,
through this model, is pursuing opportunities in rolling
stock manufacture and maintenance, and transport
network operations and maintenance.
The Keolis Downer joint venture is a leading
Australian multi-modal transport operator, through its
light rail and bus operations.
Utilities Growth across utility markets is multi-faceted with
a good pipeline of prospects in both Australia
and New Zealand.
Activity in telecommunications continues to be
dynamic, with large capital builds in both Australia
and New Zealand coming to a close. Downer’s view
is that the timing of these large network builds
will extend beyond most analysts’ predictions.
However, increasing demand for data services
will see a continuing, solid baseload of activity
in this sector.
Downer has market leading positions in the electricity,
water, gas and telecommunications sectors in both
Australia and New Zealand.
Downer is strongly positioned to take advantage of
the growth opportunities available in these sectors,
with a demonstrable track record of excellence in
service delivery, and a greater focus on introducing
operational technology to improve the value Downer
brings to customers.
FacilitiesLarge-scale and long-term outsourcing contracts
continue to come to market, however the
long-term nature of contracts in this sector means
that a lot of work is already under contract.
The defence, health, education, corrections, and
commercial markets continue to provide a range
of opportunities on the short-to-medium term
horizon in both Australia and New Zealand.
Through the acquisition of Spotless, Downer is now
a major force in both Australia and New Zealand with
market leading positions across key sectors including:
defence; health; education; corrections; commercial;
stadia and open space management; leisure;
and resources.
There is a focus on leveraging both businesses’ scale
and routes to market to position the Group’s core
offerings in an integrated way.

18 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2019
Service lineProspects Downer’s response
EC&M Many large projects are transitioning from
greenfield construction to brownfield asset
management, sustaining capital and longer-term
strategic partnerships.
New resources-related infrastructure projects,
including Western Australian iron ore, have begun
coming to market.
Downer’s EC&M service line includes its Asset
Services and Engineering & Construction businesses.
Downer is a market leader in electrical and
instrumentation work, particularly in the oil and
gas sector, and is growing its structural mechanical
piping business.
Downer has experience working on all of the recent
Australian major oil and gas developments. While
the first phase of major LNG construction comes to
an end, Downer is growing its market share in the
maintenance of these facilities.
Outside of oil and gas, Downer continues to be a
major player in the delivery of resources related
engineering, construction and maintenance services
with long and enduring relationships with all of
Australia’s major mining and industrial customers.
In 2018, Downer merged its Mining and EC&M
Divisions into the Mining, Energy and Industrial
Division. This has enhanced Downer’s ability to offer
customers a portfolio of complementary services in
the resources, energy, power generation and industrial
sectors. The Mining, Energy and Industrial Division
provides customers with safe, quality, cost-efficient
and technology-enabled solutions and services.
MiningThe contract mining sector has experienced a
recovery over the past 12 months, with production
volumes and capital investment confidence
returning to markets including metallurgical
coal and iron ore.
Mine owners are seeking to maximise supply
chain benefits, which opens opportunities for
contractors to work collaboratively with them
to drive productivity improvements and reduce
production costs.
Downer is one of Australia’s leading diversified
mining contractors offering customers feasibility
studies, open cut mining services, underground
mining services, tyre management, drilling and
blasting services, mine closure and rehabilitation, and
asset management.
In 2018, Downer merged its Mining and EC&M
Divisions into the Mining, Energy and Industrial
Division. This has enhanced Downer’s ability to offer
customers a portfolio of complementary services in
the resources, energy, power generation and industrial
sectors. The Mining, Energy and Industrial Division
provides customers with safe, quality, cost-efficient
and technology-enabled solutions and services.

Annual Report 2019 19
Outlook
Downer is targeting consolidated net profit after tax and before
amortisation of acquired intangible assets (NPATA) of around
$365 million before minority interests for the 2020 financial year.
Subsequent events
In September 2017 Spotless commenced a Facilities
Management Sub-Contract (Subcontract) at the New Royal
Adelaide Hospital (nRAH). Spotless’ subcontract is with Celsus,
which has a head contract with the South Australian Government
as part of a Public Private Partnership model.
On 21 August 2019, Spotless reached in-principle agreement
with the South Australian Government and Celsus in relation
to the delivery of services under the Subcontract. The
agreement includes;
–settlement of historical abatement claims previously
disclosed as a contingent liability by Downer and Spotless;
–a revised KPI and abatement regime designed to better
reflect the services provided by Spotless; and
–an increase to Spotless’ monthly service fee.
The settlement agreement, which is expected to be signed in
the first half of the 2020 financial year, will take financial effect
from 1 July 2019.
Other than this in-principle agreement, there have been no
other matters or circumstances other than those referred to in
the financial statements or notes thereto, that have arisen since
the end of the financial year, that have significantly affected, or
may significantly affect, the operations of the Group, the results
of those operations, or the state of affairs of the Group
in subsequent financial years.
Changes in state of affairs
During the financial year there was no significant change in the
state of affairs of the Group other than that referred to in the
financial statements or notes thereto.
Environmental management
Downer believes in the pursuit of environmental excellence and
enhancing liveability for all communities in which it operates.
Downer’s environmental commitments are outlined in its
Environmental Sustainability Policy which can be found on the
Downer website at www.downergroup.com/board-policies.
Downer’s Purpose is to create and sustain the modern
environment by building trusted relationships with its customers.
Downer helps its customers succeed by developing and
delivering environmentally responsible and sustainable solutions.
Downer remains focused on developing solutions to reduce its
energy consumption and greenhouse gas (GHG) emissions.
Downer is committed to transitioning to a low carbon economy
and focusing its attention on managing risks associated with
environmental management and climate change. Downer is
also taking advantage of the commercial opportunities this
presents for its business, in particular the energy transition and
delivering infrastructure that is resilient to the physical impacts
of climate change.
Downer’s Zero Harm Management System Framework sets
the minimum standard for health, safety, environment and
sustainability within its Divisions, and with regard to environment
each Division’s Zero Harm Management System is certified
to ISO 14001:2015. Divisions also adhere to environmental
management requirements established by customers in addition
to all applicable licence and regulatory requirements. Each
Division is required to have an Environmental Sustainability
Action Plan (ESAP) and strategies in place supported by suitably
qualified environment and sustainability professionals. The
ESAP allocates internal responsibilities for reducing the impact
of its operations and business activities on the environment.
In addition, all Divisions’ management systems are audited
internally and externally by independent third parties.
Dividends
In respect of the financial year ended 30 June 2019, the Board:
–declared a 50% franked interim dividend of 14.0 cents per
share that was paid on 21 March 2019 to shareholders on the
register at 21 February 2019 with the unfranked portion paid
out of Conduit Foreign Income; and
–declared a 50% franked final dividend of 14.0 cents per share,
payable on 2 October 2019 to shareholders on the register at
4 September 2019 with the unfranked portion to be paid out
of Conduit Foreign Income.
Consistent with prior periods, the Company’s Dividend
Reinvestment Plan remains suspended.
As detailed in the Directors’ Report for the 2018 financial year,
the Board declared a fully franked final dividend of 14.0 cents
per share, that was paid on 27 September 2018 to shareholders
on the register at 30 August 2018 with the unfranked portion
paid out of Conduit Foreign Income.

20 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2019
Employee Discount Share Plan (ESP)
An ESP was instituted in June 2005. In accordance with the provisions of the plan, as approved by shareholders at the 1998 Annual
General Meeting, permanent full-time and part-time employees of Downer EDI Limited and its subsidiary companies who have
completed six months service may be invited to participate.
No shares were issued under the ESP during the years ended 30 June 2019 or 30 June 2018.
There are no performance rights or performance options, in relation to unissued shares, that are outstanding.
Directors’ meetings
The following table sets out the number of Directors’ meetings (including meetings of Board Committees) held during the
2019 financial year and the number of meetings attended by each Director (while they were a Director or Board Committee member).
During the year, 10 Board meetings, six Audit and Risk Committee meetings, five Zero Harm Committee meetings, four Remuneration
Committee meetings and three Nominations and Corporate Governance Committee meetings were held. In addition, 23 ad hoc
meetings (attended by various Directors) were held in relation to various matters including tender reviews and major projects.
Board
Audit and Risk
Committee
Remuneration
Committee
DirectorHeld
1
AttendedHeld
1
AttendedHeld
1
Attended
R M Harding1010––44
G A Fenn1010––––
S A Chaplain10966––
P S Garling
2
1095544
T G Handicott
3
10106644
N M Hollows101066––
C G Thorne
4
101066––
P L Watson2211––
Zero Harm
Committee
Nominations and
Corporate Governance
Committee
DirectorHeld
1
AttendedHeld
1
Attended
R M Harding––33
G A Fenn54––
S A Chaplain5533
P S Garling
2
––––
T G Handicott
3
––33
N M Hollows––––
C G Thorne
4
55––
P L Watson––––
1 These columns indicate the number of meetings held during the period each person listed was a Director or member of the relevant Board Committee.
2 Mr Garling is also Chairman of the Rail Projects Committee.
3 Ms Handicott is also Chairman of the Disclosure Committee which meets on an unscheduled basis.
4 Dr Thorne is also Chairman of the Tender Risk Evaluation Committee which meets on an unscheduled basis.

Annual Report 2019 21
Indemnification of officers and auditors
During the financial year, the Company paid a premium in
respect of a contract insuring the Directors of the Company,
the Company Secretary, all officers of the Company and of any
related body corporate against a liability incurred as a Director,
secretary or executive officer to the extent permitted by the
Corporations Act 2001 (Cth).
The contract of insurance prohibits disclosure of the nature of
the liability and the amount of the premium.
Downer’s Constitution includes indemnities, to the extent
permitted by law, for each Director and Company Secretary
of Downer and its subsidiaries against liability incurred in the
performance of their roles as officers. The Directors and the
Company Secretaries listed on pages 4 to 5, individuals who act
as a Director or Company Secretary of Downer’s subsidiaries and
certain individuals who formerly held any of these roles also have
the benefit of the indemnity in the Constitution.
The Company has not otherwise, during or since the financial
year, indemnified or agreed to indemnify an officer or auditor of
the Company or of any related body corporate against a liability
incurred as such an officer or auditor.
Corporate Governance
In recognising the need for the highest standards of corporate
behaviour and accountability, the Board endorses the
ASX Corporate Governance Council’s Corporate Governance
Principles and Recommendations (ASX Principles). The Group’s
corporate governance statement is set out at pages 131 to 141 of
this Annual Report.
Non-audit services
Downer is committed to audit independence. The Audit and
Risk Committee reviews the independence of the external
auditors on an annual basis. This process includes confirmation
from the auditors that, in their professional judgement, they are
independent of the Group. To ensure that there is no potential
conflict of interest in work undertaken by Downer’s external
auditors, KPMG, they may only provide services that are
consistent with the role of the Company’s auditor.
The Board has considered the position and, in accordance with
the advice from the Audit and Risk Committee, is satisfied that
the provision of non-audit services during the year is compatible
with the general standard of independence for auditors imposed
by the Corporations Act 2001 (Cth).
The Directors are of the opinion that the services as disclosed
below do not compromise the external auditor’s independence,
based on advice received from the Audit and Risk Committee,
for the following reasons:
–All non-audit services have been reviewed and approved to
ensure that they do not impact the integrity and objectivity
of the auditor; and
–None of the services undermine the general principles
relating to auditor independence as set out in the Institute
of Chartered Accountants in Australia and CPA Australia’s
Code of Conduct APES 110 Code of Ethics for Professional
Accountants issued by the Accounting Professional &
Ethical Standards Board, including reviewing or auditing the
auditor’s own work, acting in a management or decision-
making capacity for the Company, acting as advocate for the
Company or jointly sharing economic risks and rewards.
A copy of the auditor’s independence declaration is set out on
page 53 of this Annual Report.
During the year, details of the fees paid or payable for non-audit
services provided by the auditor of the parent entity, its related
practices and related audit firms were as follows:
Non-audit services
2019
$
Tax services338,957
Advisory and due diligence services275,000
613,957
Rounding of amounts
The Company is of a kind referred to in ASIC Corporations
(Rounding in Financial/Directors’ reports) Instrument 2016/191,
relating to the “rounding off” of amounts in the Directors’
Report and consolidated financial statements. Unless otherwise
stated, amounts have been rounded off to the nearest whole
number of millions of dollars and one place of decimals
representing hundreds of thousands of dollars. Amounts
shown as $- represent amounts less that $50,000 which have
been rounded down.

22 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2019
Remuneration Report
Chairman’s letter
Dear Shareholders,
Downer’s 2019 Remuneration Report provides information about
the remuneration of its most senior executives and explains how
performance has been linked to reward outcomes at Downer for
the 2019 financial year.
At the last Annual General Meeting in November 2018, 93.2%
of all votes cast by shareholders were in favour of the 2018
Remuneration Report. The structure of the 2019 Remuneration
Report has been prepared with the same objective of providing
readers with a transparent view of key performance and
outcomes using the report structure adopted in previous years.
Strong financial and safety performance
Downer has once again delivered strong financial and
safety performance in 2019 and has continued to deliver
on its promises:
–Total Revenue was $13.4 billion, an increase of
6.6% from 2018;
–Underlying Net Profit After Tax and before Amortisation of
acquired intangibles (NPATA) was $340.1 million, an increase
of $5.1 million over underlying guidance given at the
start of the year;
–Conversion of EBITDA (earnings before interest, tax,
depreciation and amortisation) to cash continued to be
strong at 89.0%;
–Work-in-hand is now $44.3 billion, up 5.5%
from June 2018; and
–Downer’s Total Shareholder Return over the three years to
30 June 2019 was 116.7%, 85.2% higher than the ASX 100
median comparator group.
Downer’s Lost Time Injury Frequency Rate decreased to 0.57
at 30 June 2019 and the Total Recordable Injury Frequency
Rate decreased to 2.70. Many of the activities that Downer’s
people perform every day have potential risks and ensuring
they remain safe is of paramount importance. Zero Harm is
central to Downer’s culture and our commitment to continuous
improvement in Zero Harm remains a core strategic objective.
Key remuneration issues in 2019
Downer continued to invest in its future through strategic
acquisitions and capital investments that have enhanced the
geographic footprint of the existing business, grown capability
and created new market positions which will maximise
long-term shareholder value. These include the acquisitions
of Boleh Consulting, The Roading Company, Envar Group,
FH Lismore and Rock N Road, a 50% interest in Repurpose It,
as well as the remaining interests in the MHPS Plant Services
and Downer Mouchel joint ventures.
The restructuring of Spotless and the integration of the
Spotless business into the Downer Group has also been
a major activity during 2019.
The impact of these major transactions on executive
remuneration can be significant. The Board’s overarching
concern is to ensure executives:
–Are accountable for delivery of the annual budget
and business plan; and
–Consider potential acquisition or divestment
opportunities without the influence of their impact
on remuneration outcomes.
For these and other reasons, where a transaction is both
material and unbudgeted, the Board’s policy is that it should
remove the impact of the transaction when calculating the
key performance indicators on which executive performance
is measured. This ensures that executives are ‘no better or
worse off’ as a result of the transaction.
In 2019, adjustments were made in respect of the Rock N Road
and Downer Mouchel acquisitions, in line with policy.
There were three items in 2019 which significantly affected
statutory results, which were the acceleration of capital
expenditure in the Mining business to take advantage of new
and extended contracts that were in the best interest of Downer,
a gain on revaluation of the existing interest in the Downer
Mouchel joint venture and Murra Warra Wind Farm loss.
The Board considers whether to adjust for the impact of
significant items (positive or negative) on a case by case basis,
having regard to the circumstances relevant to each item.
In 2019, adjustments were made in respect of the mining
capital expenditure and gain on revaluation of the existing
interest in the Downer Mouchel joint venture. No adjustment
was made in respect of the Murra Warra Wind Farm loss. The
adjustments that were made ensured that executives were
rewarded for performance against the operational performance
targets set at the beginning of the year absent the influence of
remuneration outcomes.
The adjustments resulted in the Group Free Cash Flow gateway
being met and part achievement of that measure for the
Corporate scorecard and reduced the level of achievement of
the Corporate NPATA measure and Earnings Before Interest,
Tax and Amortisation of acquired intangibles measure for the

Annual Report 2019 23
Mining, Energy and Industrial and Transport and Infrastructure
scorecards. For other measures there was no impact on
reward outcomes.
More information on the Board’s approach to the above activities
and their impact in 2019 can be found at sections 6.5 and 7.4 of
the Remuneration Report.
Link between Downer performance and reward outcomes
Downer is one of the few companies in its sector that provides
earnings guidance to the market each year. Downer has been
successful in meeting or exceeding this earnings guidance
for the last eight reporting periods.
Downer’s remuneration framework for key senior employees
has been very successful in aligning Downer’s strategy
and the creation of alignment between senior executives
and shareholders. As set out in this Remuneration Report,
Downer’s remuneration strategy continues to provide:
–A significant proportion of remuneration being at risk linked
to clear, objective measures;
–A profitability gateway as a precondition to any short-term
incentive entitlement;
–For deferral of 50% of short-term incentive payments over a
further two-year period; and
–The delivery of a significant proportion of pay in equity.
Remuneration framework review
Downer’s current remuneration framework was established
in 2008 and has been developed and refined over the
subsequent years.
In recent years, Downer has undergone transformational
change, including through the acquisitions of Tenix, Hawkins
and Spotless as well as the divestment of the Freight Rail
business and its revenue and market capitalisation have
grown significantly.
Accordingly, as foreshadowed in last year’s Remuneration Report,
the Board undertook a review of whether the remuneration
framework currently in place continued to be ‘fit for purpose’ for
today’s Downer. Guerdon Associates, the Board’s independent
remuneration adviser, was engaged to assist with the review.
The review concluded that Downer’s framework is well designed
and implemented to meet its needs. Further commentary on the
review can be found on page 25.
We trust that this overview and the accompanying detailed
analysis are helpful when forming your own views on Downer’s
remuneration arrangements.

R M Harding T G Handicott
Chairman Remuneration Committee Chairman

24 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2019
Remuneration Report – AUDITED
The Remuneration Report provides information about the remuneration arrangements for key management personnel (KMP), which
means Non-executive Directors and the Group’s most senior executives, for the year to 30 June 2019. The term “executive” in this
Report means KMPs who are not Non-executive Directors.
The Report covers the following matters:
1. Year in review;
2. Details of Key Management Personnel;
3. Remuneration policy, principles and practices;
4. Relationship between remuneration policy and company performance;
5. The Board’s role in remuneration;
6. Description of executive remuneration;
7. Details of executive remuneration;
8. Executive equity ownership;
9. Key terms of employment contracts;
10. Related party information; and
11. Description of Non-executive Director remuneration.
1. Year in review
1.1 Summary of changes to remuneration policy
Downer has continued to refine its remuneration policy during the period. The Board considered Company strategy and reward plans
based on performance measurement, competitive position and stakeholder feedback. Changes to policy are noted in the relevant
sections of this Report and are summarised in the table below.
PolicyEnhancements since 2018
Short-term incentive (STI) plan –The Zero Harm measures for safety and environmental performance have been further
refined, building upon previous improvements to move with and support growth in
organisational maturity and ensure continual stretch and ongoing Zero Harm improvement
through requiring executives to:
–Reset the baseline for greenhouse gas (GHG) emissions to FY18 levels and development
of three-year plans for GHG emission reductions, setting targets for the achievement of
GHG emissions reduction and achieving FY19 targets;
–Conduct an operationally led review of Bow Tie analyses and critical analysis of critical
risk control performance and initiating a program of projects to improve the resilience of
critical controls; and
–Extend the critical risk observation program to also require observations to be
conducted in partnership with clients.
Long-term incentive (LTI) planFollowing on from the evolution of the Financial measures for earnings from Net Profit After Tax
(NPAT) to Net Profit After Tax and before Amortisation of acquired intangibles (NPATA) at the
Group level for the STI plan in 2018, NPATA has now replaced NPAT in the LTI plan. Adopting
NPATA ensures that reward remains focused on the delivery of operational performance.

Annual Report 2019 25
1.2 Remuneration Framework Review
Downer’s current remuneration framework was established in 2008 and has been developed and refined over the subsequent years.
In recent years, Downer has undergone transformational change in becoming Australia’s largest integrated services provider, including
through the acquisitions of Tenix, Hawkins and Spotless as well as the divestment of the Century Drilling and Freight Rail businesses
and its revenue and market capitalisation have grown significantly.
Accordingly, the Board, with the support of management, undertook a review of the framework currently in place to ensure it continues
to be ‘fit for purpose’ for today’s Downer. The Board’s independent remuneration adviser, Guerdon Associates, was engaged to assist
with this review.
The review included consideration of the objectives of the framework, which were confirmed as simplicity, performance, alignment
with shareholders, collaboration, sustainability and retention as well as assessment of the effectiveness of the framework in meeting
these objectives and its alignment with strategy and stakeholder expectations to ensure it is well designed to appropriately reward
performance and drive corporate culture. This involved comparing each objective against the relevant elements of the framework,
including the remuneration component mix, key result areas and measures, targets, payment vehicles, incentive grant basis, deferral
or claw back mechanisms, performance modifiers, Board discretion adjustment mechanisms and minimum shareholding requirements.
The review by Guerdon Associates concluded that the framework was well designed to meet its objectives, recommending that
consideration be given to enhancing the effectiveness of the framework in meeting the retention objective, notwithstanding that
the current framework satisfactorily addressed retention. Following presentation by Guerdon Associates of options to enhance the
retention elements of the framework, it was determined that, on balance, any changes would decrease the overall effectiveness of the
framework, and accordingly no changes were made.
2. Details of Key Management Personnel
The following persons acted as Directors of the Company during or since the end of the most recent financial year:
DirectorRole
R M Harding
G A Fenn
S A Chaplain
P S Garling
T G Handicott
N M Hollows
C G Thorne
P L Watson
Chairman, Independent Non-executive Director
Managing Director and Chief Executive Officer
Independent Non-executive Director
Independent Non-executive Director
Independent Non-executive Director
Independent Non-executive Director
Independent Non-executive Director
Independent Non-executive Director
The named persons held their current executive position for the whole of the most recent financial year, except as noted:
ExecutiveRole
S Cinerari
M J Ferguson
S L Killeen
D Nelson
B C Petersen
P J Tompkins
Chief Executive Officer – Transport and Infrastructure
Chief Financial Officer
Chief Executive Officer – New Zealand
Chief Executive Officer – Spotless, to 15 October 2018
Chief Executive Officer – Mining, Energy and Industrial Services
Chief Executive Officer – Spotless, from 16 October 2018

26 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2019
3. Remuneration policy, principles and practices
3.1 Executive remuneration policy
Downer’s executive remuneration policy and practices are summarised in the table below.
PolicyPractices aligned with policy
Retain experienced, proven
performers, and those
considered to have high
potential for succession
–Provide remuneration that is internally fair;
–Ensure remuneration is competitive with the external market; and
–Defer a substantial part of pay contingent on continuing service and sustained performance.
Focus performance –Provide a substantial component of pay contingent on performance against targets;
–Focus attention on the most important drivers of value by linking pay to their achievement;
–Require profitability to reach a challenging level before any bonus payments can be made; and
–Provide a LTI plan component that rewards consistent Scorecard performance over multiple
years and over which executives have a clear line of sight.
Provide a Zero
Harm environment
–Incorporate measures that embody “Zero Harm” for Downer’s employees, contractors,
communities and the environment as a significant component of reward.
Manage risk –Encourage sustainability by balancing incentives for achieving both short-term and longer-term
results, and deferring equity-based reward vesting after performance has been initially tested;
–Set stretch targets that finely balance returns with reasonable but not excessive risk taking and
cap maximum incentive payments;
–Do not provide excessive “cliff” reward vesting that may encourage excessive risk taking as a
performance threshold is approached;
–Diversify risk and limit the prospects of unintended consequences from focusing on just one
measure in both short-term and long-term incentive plans;
–Stagger vesting of deferred short-term incentive payments to encourage retention and allow
forfeiture of rewards that are the result of misconduct or material adjustments;
–Retain full Board discretion to vary incentive payments, including in the event of excessive
risk taking; and
–Restrict trading of vested equity rewards to ensure compliance with the Company’s Securities
Trading Policy.
Align executive interests with
those of shareholders
–Provide that a significant proportion of pay is delivered as equity so part of executive reward is
linked to shareholder value performance;
–Provide a long-term incentive that is based on consistent Scorecard performance against
challenging targets set each year that reflect sector volatility and prevailing economic
conditions as well as relative TSR and earnings per share measures directly related to
shareholder value;
–Maintain a guideline minimum shareholding requirement for the Managing Director;
–Exclude the short-term impact of unbudgeted and opportunistic acquisitions and divestments
from performance assessment to encourage agility and responsiveness;
–Encourage holding of shares after vesting via a trading restriction for all executives and
payment of LTI components in shares; and
–Prohibit hedging of unvested equity and equity subject to a trading lock to ensure alignment
with shareholder outcomes.
Attract experienced,
proven performers
–Provide a total remuneration opportunity sufficient to attract proven and experienced
executives from secure positions in other companies and retain existing executives.

Annual Report 2019 27
4. Relationship between remuneration policy
and company performance
4.1 Company strategy and remuneration
Downer’s business strategy includes:
–Maintaining focus on Zero Harm by continually improving
health, safety and environmental performance to achieve
Downer’s goal of zero work-related injuries and significant
environmental incidents;
–Driving growth in core markets through focusing on serving
existing customers better across multiple products and
service offerings, growing capabilities and investing in
innovation, research and development and community and
Indigenous partnerships;
–Creating new strategic positions through enhanced value
add services that improve propositions for customers and
exporting established core competencies into new overseas
markets with current customers of the Company;
–Reducing risk and enhancing the Company’s capability
to withstand threats, take advantage of opportunities and
reduce cyclical volatility;
–Obtaining better utilisation of assets and improved margins
through simplifying and driving efficiency;
–Identifying opportunities to manage the Downer portfolio
through partnering, acquisition and divestment that deliver
long-term shareholder value; and
–Maintaining flexibility to be able to adapt to the changing
economic and competitive environment to ensure Downer
delivers shareholder value.
The Company’s remuneration policy complements
this strategy by:
–Incorporating Company-wide performance requirements for
both STI and LTI reward vesting for earnings (NPATA), Free
Cash Flow (FFO) and People measures to encourage cross-
divisional collaboration;
–Incorporating performance metrics that focus on cash flow to
reduce working capital and debt exposure;
–Setting NPATA, EBITA and FFO STI performance and
gateway requirements based on effective application of funds
employed to run the business for better capital efficiency;
–Employing FFO as the cash measure for the STI to provide
more emphasis on control of capital expenditure;
–Excluding the short-term impacts of opportunistic and
unbudgeted acquisitions and divestments on incentive
outcomes to encourage flexibility, responsiveness and
growth consistent with strategy;
–Deferring 50% of STI awards to encourage sustainable
performance and a longer-term focus;
–Incorporating consistent financial performance in the LTIP
Scorecard measure;
–Emphasis on Zero Harm measures in the STI to maintain the
Company’s position as a Zero Harm leader and employer
and service provider of choice, thereby delivering a
competitive advantage; and
–Encouraging engagement with and the development
and retention of its people to help maintain a sustainable
supply of talent.
4.2 Remuneration linked to performance
The link to performance is provided by:
–Requiring a significant portion of executive remuneration
to vary with short-term and long-term performance;
–Applying a profitability gateway to be achieved before
an STI calculation for executives is made;
–Applying further Zero Harm gateways to be
achieved before calculating any reward for safety or
environmental performance;
–Applying challenging financial and non-financial measures
to assess performance;
–Ensuring that these measures focus management
on strategic business objectives that create
shareholder value; and
–Delivering a significant proportion of payment in equity
for alignment with shareholder interests.
Downer measures performance on the following key
corporate measures:
–Earnings per share (EPS) growth;
–Total shareholder return (TSR) relative to other ASX 100
companies (excluding ASX “Financials” sector companies);
–G r o u p N PATA ;
–Divisional EBITA;
–FFO;
–Engagement with Downer’s people; and
–“Zero Harm” measures of safety and environmental
sustainability.
Remuneration for all executives varies with performance on
these key measures.

28 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2019
The following graph shows the Company’s performance compared to the median performance of the ASX 100 over the three-year
period to 30 June 2019.
The graphs below illustrate Downer’s performance against key financial and non-financial performance indicators over the
last five years.
0
50
100
150
200
250
300
210.2
180.6181.5
247.8
1
258.3
2
$’m
Net profit after tax
2015
2016
2018
2017
2019
1. Adjusted for material unbudgeted transactions and individually significant items.
2. Adjusted for material unbudgeted transactions.
0
10
20
30
40
50
43.9
38.0
35.8
10.7
42.9
Cents per share
Basic earnings per share
5
2015
2016
2018
2017
2019
5. Historical basic earnings per share were restated as a result of 169.9 million
shares issued from the capital raising made as part of the Spotless takeover
offer announced on 21 March 2017. The weighted average number of shares
(WANOS) to calculate EPS was adjusted by an adjustment factor of 0.943.
0
100
200
300
400
344.3
242.3
203.0
3
178.3
3
185.7
4
$’m
Free cash flow
2015
2016
2018
2017
2019
3. Adjusted for material unbudgeted transactions, including payment for
Spotless shares.
4. Adjusted for material unbudgeted transactions.
0.0
0.2
0.4
0.6
0.8
1.0
1.2
Lost Time Injuries per 1,000,000 hours
Total Recordable Injuries per 1,000,000 hours
0
2
4
6
8
10
12
TRIFRLTIFR
Safety
0.70
0.87
0.66
0.55
0.78
0.57
2015
2016
2018
2017
2019
0
* S&P/ASX 100 companies as at 30/06/2016
Total Shareholder Return (Indexed to 100)
S&P/ASX 100 median TSR
Downer EDI TSR
Downer EDI TSR compared to S&P/ASX 100 median*
50
100
150
200
250
Jun
2016
Dec
2016
Jun
2017
Dec
2017
Jun
2018
Dec
2018
Jun
2019

Annual Report 2019 29
5. The Board’s role in remuneration
The Board engages with shareholders, management and other stakeholders as required, to continuously refine and improve executive
and Director remuneration policies and practices.
Two Board Committees deal with remuneration matters. They are the Remuneration Committee and the Nominations and Corporate
Governance Committee.
The role of the Remuneration Committee is to review and make recommendations to the Board in relation to executives in respect of:
–Executive remuneration and incentive policy;
–Remuneration of senior executives of the Company;
–Executive reward and its impact on risk management;
–Executive incentive plans;
–Equity-based incentive plans;
–Superannuation arrangements;
–Recruitment, retention, performance measurement and termination policies and procedures for all Key Management Personnel and
senior executives reporting directly to the Managing Director;
–Disclosure of remuneration in the Company’s public materials including ASX filings and the Annual Report; and
–Retirement payments for all Key Management Personnel and senior executives reporting directly to the Managing Director.
The Nominations and Corporate Governance Committee is responsible for recommending and reviewing remuneration arrangements
for the Executive Director and Non-executive Directors of the Company.
Each Committee has the authority to engage external professional advisers without seeking approval of the Board or management.
During the reporting period, the Remuneration Committee retained Guerdon Associates Pty Ltd as its adviser. Guerdon Associates Pty
Ltd does not provide services to management and is considered to be independent.
Remuneration arrangements for executives of Spotless are set by the Board of Spotless. Spotless’ People and Remuneration Committee
is comprised of two independent Directors and one Director nominated by Downer.
Details of the remuneration structure and arrangements for 2019 for the Chief Executive Officer – Spotless, as established by the
Spotless Board, are outlined at section 6.7.

30 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2019
6. Description of executive remuneration
6.1 Executive remuneration structure
Executive remuneration has a fixed component and a component that varies with performance.
The variable component ensures that a proportion of pay varies with performance. Performance is assessed annually for performance
periods covering one year and three years. Payment for performance assessed over one year is an STI. Payment for performance over
a three-year period is an LTI.
In order for maximum STIs to be awarded, performance must achieve a stretch goal that is a clear margin above the planned budget for
the period. This enables the Company to attract and retain better performing executives, and ensures pay outcomes are aligned with
shareholder returns.
Target STIs are less than the maximum STI. Target STI is payable on achievement of planned objectives. For executives the target
STI is 75% of the maximum STI. The maximum total remuneration that can be earned by an executive is capped. The maximums are
determined as a percentage of fixed remuneration.
Executive position
Target
STI % of
fixed
remuneration
Maximum
STI % of
fixed
remuneration
Maximum
LTI % of
fixed
remuneration
Maximum total
performance
based pay as a % of
fixed remuneration
Managing Director
Executives appointed prior to 2011
Executives appointed from 2011
75
75
56.25
100
100
75
100
75
50
200
175
125
The proportions of STI to LTI take into account:
–Market practice;
–The service period before executives can receive equity rewards;
–The behaviours that the Board seeks to encourage through direct key performance indicators; and
–The guideline for the Managing Director to maintain a shareholding as a multiple of pay after long-term incentive
rewards have vested.
6.2 Fixed remuneration
Fixed remuneration is the sum of salary and the direct cost of providing employee benefits, including superannuation, motor vehicles,
car parking, living away from home expenses and fringe benefits tax.
The level of remuneration is set to be able to retain proven performers and when necessary to attract the most suitable external
candidates from secure employment elsewhere.
Remuneration is benchmarked against a peer group of direct competitors and a sector peer group. While market levels of remuneration
are monitored on a regular basis, there is no contractual requirement or expectation that any adjustments will be made.
No adjustment has been made to remuneration for the Managing Director since July 2012.

Annual Report 2019 31
6.3 Short-term incentive
6.3.1 STI tabular summary
The following table outlines the major features of the 2019 STI plan.
Purpose of STI plan –Focus performance on drivers of shareholder value over 12-month period;
–Improve “Zero Harm” and people related results; and
–Ensure a part of remuneration costs varies with the Company’s 12-month performance.
Minimum performance “gateway”
before any payments can be made
Achievement of a gateway based on budgeted Group NPATA for corporate executives and
Division EBITA for divisional heads.
Maximum STI that can be earned –KMP appointed pre 2011: up to 100% of fixed remuneration; and
–KMP appointed from 2011: up to 75% of fixed remuneration.
Percentage of STI that can
be earned on achieving
target expectations
75% of the maximum. For an executive to receive more, performance in excess of target
expectations will be required.
Individual
Performance Modifier (IPM)
–An IPM may be applied based on an executive’s individual key performance indicators and
relative performance;
–Moderate individual performance may result in an IPM of less than 1 or outstanding
performance may result in an IPM greater than 1. The IPM must average 1 across all
participants; and
–Application of an IPM cannot result in an award greater than the maximum STI% level set out
in section 6.1.
Discretion to vary paymentsThe Board, in its discretion, may vary STI payments by up to + or – 100% from the payment
applicable to the level of performance achieved, up to the maximum for that executive.
Performance period1 July 2018 to 30 June 2019.
Performance assessedAugust 2019, following audit of accounts.
Additional service period
after performance period for
payment to be made
50% of the award is deferred with the first tranche of 25% vesting one year following award and
the second tranche of 25% vesting two years following award.
Payment timingSeptember 2019 for the first cash payment of 50% of the award. The deferred components
of the STI payments will be paid one and two years following the award, in equal tranches of
25% of the award.
Form of paymentCash for initial payment.
The value of deferred components will be settled in cash or shares, net of personal tax. An
eligible leaver’s deferred components will be settled in shares or in cash in the sole and absolute
discretion of the Board.
Performance requirementsGroup NPATA and divisional EBITA, FFO, Zero Harm and people measures.
Board discretionThe Board may exercise discretion to:
–Reduce partly or fully the value of the deferred components that are due to vest in certain
circumstances, including where an executive has acted inappropriately or where the Board
considers that the financial results against which the STI performance measures were tested
were incorrect in a material respect or have been reversed or restated; and
–Settle deferred components in shares or cash.
New recruitsNew executives (either new starts or promoted employees) are eligible to participate in the STI
in the year in which they commence in their position with a pro-rata entitlement.
Terminating executivesThere is no STI entitlement where an executive’s employment terminates prior to the end of
the financial year. Where an executive’s employment terminates prior to the vesting date, the
unvested deferred components will be forfeited. However, the Board has retained discretion to
vest deferred awards, in the form of shares or cash, in their ordinary course where the executive
is judged to be an eligible leaver.

32 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2019
6.3.2 STI overview
The STI plan provides for an annual payment that varies with annual performance. This has been applied to performance measured
over the Company’s financial year to 30 June 2019.
The basis of the plan is designed to align STI outcomes with financial results. No STI is paid unless a minimum profit gateway is met. For
corporate executives, the gateway is based on the Group budgeted profit target. For divisional executives, the gateway is based on the
division budgeted profit target. Profit for this purpose is defined as NPATA for corporate executives and EBITA for divisional executives.
This minimum must be at a challenging level to justify the payment of STI to an executive, and deliver an acceptable return for the
funds employed in running the business. Positive and negative impacts from material but unbudgeted and opportunistic transactions
are excluded from gateway assessment. Whether to exclude the impact of significant items (positive or negative) is considered on a
case by case basis.
As noted in section 6.1, the maximum STI that can be earned is capped to minimise excessive risk taking.
Deferral is a key feature as part of the STI structure. Payment of 50% of the award is paid at the time of award in cash and the remaining
50% of the award earned is deferred over two years.
The first payment of 50% of the award will be in cash after finalisation of the annual audited results. The payment of the deferred
component of the award will be in the form of two tranches, each to the value of 25% of the award.
The deferred components represent an entitlement to cash or shares, subject to the satisfaction of a continued employment condition.
The first tranche will vest one year following award and the second tranche will vest two years following award, provided an executive
remains employed by the Group at the time of vesting.
The value of deferred components will generally be settled in shares, net of applicable personal tax. This is designed to encourage
executive share ownership, and not adversely impact executives who have to meet their taxation obligations arising from the vesting
of the deferred components. However, the Board retains the discretion to vest deferred awards, in the form of shares or cash, and will
generally have regard to an executive’s individual circumstances and existing level of equity ownership.
No dividend entitlements are attached to the deferred components during the vesting period.
Where an executive ceases employment with the Group prior to the vesting date, the deferred components will be forfeited. However,
the Board has retained the discretion to vest deferred awards, in the form of shares or cash, in their ordinary course where the executive
is judged to be an eligible leaver.
6.3.3 How STI payments are assessed
Target STI plan percentage of payAn individual’s target incentive under the STI plan is expressed as a percentage of fixed
remuneration. The STI plan percentage is set according to policy tabulated in section 6.1.
Organisational or divisional
scorecard result
As a principle, “target” achievement would be represented at budget. Thresholds and
maximums are also set.
Individual Performance
Modifier (IPM)
At the end of the plan year, eligible employees are provided with an IPM against their key
performance indicators and relative performance. Individual key performance indicators are set
between the individual and the Managing Director (if reporting to the Managing Director) or the
Board (if the Managing Director) at the start of the performance period. IPMs must average to 1.
STI plan incentive calculationFixed remuneration x maximum STI plan percentage x scorecard result x IPM.

Annual Report 2019 33
6.3.4 STI performance requirements
Overall performance is assessed on Group NPATA, Divisional EBITA, FFO, Zero Harm and a measure of employee engagement.
NPATA and EBITA include joint ventures and associates and include, inter alia, changes in accounting policy. NPATA and EBITA provide
transparency on operational business performance, align with how Downer presents its results to the market and allow for easier
understanding of alignment between performance and remuneration outcomes. The Board considers this approach to be appropriate
as the Board is the ultimate decision maker for transactions that give rise to acquired intangibles that result in the amortisation expense
and the impact of amortisation of acquired intangibles, which in nature relate to long-term strategic decisions, remains reflected in
incentive outcomes through the EPS measure in the LTI plan.
FFO is defined as net cash from operating activities (i.e. EBIT plus non-cash items in operating profit plus distributions received
from JVs or associates plus movements in working capital plus movements in operating assets less net interest less tax paid), less
investing cash flow.
Zero Harm reflects Downer’s commitment to safety and environmental, social and governance matters. The Zero Harm element
includes safety and environmental measures, underscoring Downer’s commitment to customers, employees, regulators and the
communities in which it operates.
The measures for the Zero Harm element of the scorecard are as follows:
MeasureTarget
Safety
TRIFR (total recordable injury
frequency rate)
LTIFR (lost time injury
frequency rate)
Achieve TRIFR and LTIFR below defined threshold levels for area of responsibility. TRIFR
is calculated as the number of recordable injuries x 1,000,000/the hours worked in
12 months. LTIFR is calculated as the number of lost time injuries x 1,000,000/the hours
worked in 12 months.
Environmental
GHG Emission Reductions
Reset the baseline year to FY18 and develop three-year Plan for GHG emission reductions.
Set targets identified for greenhouse gas emission reductions and the achievement of FY19
greenhouse emission reduction targets for the area of control.
Critical risksConduct an operationally led review of Bow Tie analyses. Critically analyse critical risk control
performance and initiate a program of projects to improve the resilience of critical controls.
Zero Harm LeadershipPerformance of a minimum number of critical risk observations by senior executives within the
relevant area of control, other areas of Downer and in partnership with clients.
Should a workplace fatality or serious environmental incident occur, the relevant safety or environmental portion of the STI is foregone.
Weightings applied to the 2019 STI scorecard measures for all executives, including the Managing Director, are set out in
the table below.
ExecutiveG r o u p N PATADivisional EBITAFree cash flowZero HarmPeople
Corporate30%–30%30%10%
Business unit7. 5%22.5%30%
(7.5% Group,
22.5% division)
30%10%
(3% Group,
7% division)
The Board has discretion to vary STI payments by up to + or – 100% from the payment applicable to the level of performance achieved,
up to the maximum for that executive.
Specific details of STI performance requirements are set out in section 7.3.
The Board retains the right to vary from policy in exceptional circumstances. However, any variation from policy and the reasons for it
will be disclosed.

34 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2019
6.4 Long-term incentive
6.4.1 LTI tabular summary
The following table outlines the major features of the 2019 LTI plan.
Purpose of LTI plan –Focus performance on drivers of shareholder value over three-year period;
–Manage risk by countering any tendency to over-emphasise short-term performance to the
detriment of longer-term growth and sustainability; and
–Ensure a part of remuneration costs varies with the Company’s longer-term performance.
Maximum value of equity
that can be granted
–Managing Director: 100% of fixed remuneration;
–KMP appointed pre-2011: 75% of fixed remuneration; and
–KMP appointed from 2011: 50% of fixed remuneration.
Performance period1 July 2018 to 30 June 2021.
Performance assessedSeptember 2021.
Additional service period
after performance period
for shares to vest
Performance rights for which the relevant performance vesting condition is satisfied will not vest
unless executives remain employed with the Group on 30 June 2022.
Performance rights vestJuly 2022.
Form of award and paymentPerformance rights.
Performance conditionsThere are three performance conditions. Each applies to one-third of the performance rights granted
to each executive.
Relative TSR
The relative TSR performance condition is based on the Company’s TSR performance relative to the
TSR of companies comprising the ASX 100 index, excluding financial services companies, at the start
of the performance period, measured over the three years to 30 June 2021.
The performance vesting scale that will apply to the performance rights subject to the relative TSR
test is shown in the table below:
Downer EDI Limited’s
TSR Ranking
Percentage of performance rights subject to TSR condition that
qualify for vesting
< 50th percentile0%
50th percentile30%
Above 50th and below
75th percentile
Pro rata so that 2.8% of the performance rights in the tranche will
vest for every 1 percentile increase between the 50th percentile and
75th percentile
75th percentile and above100%

Annual Report 2019 35
EPS growth
The EPS growth performance condition is based on the Company’s compound annual EPS growth
over the three years to 30 June 2021.
The performance vesting scale that will apply to the performance rights subject to the EPS growth
test is shown in the table below:
Downer EDI Limited’s EPS
compound annual growth
Percentage of performance rights subject to EPS condition that
qualify for vesting
< 5%0%
5%30%
Above 5% to < 10%Pro rata so that 14% of the performance rights in the tranche will vest
for every 1% increase in EPS growth between 5% and 10%
10% or more100%
Scorecard
The Scorecard performance condition is based on the Group’s NPATA and FFO for each of the
three years to 30 June 2021. These measures are considered to be key drivers of shareholder value.
Accordingly, they have been included in the LTI plan to reward sustainable financial performance.
The performance vesting scale that will apply to the performance rights subject to the Scorecard test
is shown in the table below:
Scorecard result
Percentage of performance rights subject to Scorecard condition
that qualify for vesting
< 90%0%
90%30%
Above 90% to < 110%Pro rata so that 3.5% of the performance rights in the tranche will vest
for every 1% increase in the Scorecard result between 90% and 110%
110% or more100%
How performance rights and
shares are acquired
The rights are issued by the Company and held by the participant subject to the satisfaction of
the vesting conditions. The number of rights held may be adjusted pro-rata, consistent with ASX
adjustment factors, for any capital restructures.
If the rights vest, executives can exercise them to receive shares that are normally acquired on-market.
Treatment of dividends
and voting rights on
performance rights
Performance rights do not have voting rights or accrue dividends.
Restriction on hedgingHedging of entitlements under the plan by executives is not permitted.
Restriction on tradingVested shares arising from the rights may only be traded with the approval of the Remuneration
Committee. Approval requires that trading comply with the Company’s Securities Trading Policy.
New participantsNew executives (either new starts or promoted employees) are eligible to participate in the LTI on
the first grant date applicable to all executives after they commence in their position. An additional
pro-rata entitlement if their employment commenced after the grant date in the prior calendar year
may be made on a discretionary basis.
Terminating executivesWhere an executive ceases employment with the Group prior to the vesting date, the rights will
be forfeited. However, the Board will retain the discretion to retain executives in the plan in certain
circumstances including the death, total and permanent disability or retirement of an executive. In
these circumstances, the Board will also retain the discretion to vest awards in the form of cash.

36 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2019
Change of controlOn the occurrence of a change of control event, and providing at least 12 months of the grants’
performance period have elapsed, unvested performance rights pro rated with the elapsed service
period are tested for vesting with performance against the relevant relative TSR, EPS growth or
Scorecard requirements for that relevant period. Vesting will occur to the extent the performance
conditions are met. Performance rights that have already been tested, have met performance
requirements and are subject to the completion of the service condition, fully vest.
6.4.2 LTI overview
Executives participate in a LTI plan. This is an equity-based plan that provides for a reward that varies with Company performance over
three-year measures of performance. Three-year measures of performance are considered to be the maximum reasonable time period
for setting incentive targets for earnings per share and are generally consistent with market practice in the Company’s sector.
The payment is in the form of performance rights. The performance rights do not have any dividend entitlements or voting rights. If all
the vesting requirements are satisfied, the performance rights will vest and the executives will receive shares in the Company or cash at
the discretion of the Board.
The 2019 LTI represents an entitlement to performance rights to ordinary shares exercisable subject to satisfaction of both a
performance condition and a continued employment condition. Grants will be in three equal tranches, with each tranche subject to an
independent performance requirement. The performance requirements for each tranche will share two common features:
–Once minimum performance conditions are met, the proportion of performance rights that qualify for vesting commences at 30%
and gradually increases pro rata with performance. This approach provides a strong motivation for meeting minimum performance,
but avoids a large “cliff” which may encourage excessive risk taking; and
–The maximum reward is capped at a “stretch” performance level that is considered attainable without excessive risk taking.
Performance for the 2019 LTI grants will be measured over the three-year period to 30 June 2021.
The proportion of performance rights that can vest will be calculated in September 2021, but executives will be required to remain in
service until 30 June 2022 to be eligible to receive any shares.
Where an executive ceases employment with the Group prior to the vesting date, the rights will be forfeited. However, the Board will
retain the discretion to retain executives in the plan in certain circumstances such as the death, total and permanent disability or
retirement of an executive. In these circumstances, the Board will also retain the discretion to vest awards in the form of cash.
After vesting, any shares will remain subject to a trading restriction that is governed by the Company’s Securities Trading Policy.
All unvested performance rights will be forfeited if the Board determines that an executive has committed an act of fraud, defalcation or
gross misconduct or in other circumstances at the discretion of the Board.

Annual Report 2019 37
6.4.3 Performance requirements
One tranche of performance rights in the 2019 LTI grant will
qualify for vesting subject to performance relative to other
companies, while the other two tranches of performance rights
will qualify for vesting subject to separate, independent absolute
performance requirements.
The relative performance requirement applicable to the first
tranche of performance rights is based on total shareholder
return (TSR). TSR is calculated as the difference in share
price over the performance period, plus the value of shares
earned from reinvesting dividends received over this period,
expressed as a percentage of the share price at the beginning
of the performance period. If the TSR for each company in the
comparator group is ranked from highest to lowest, the median
TSR is the percentage return to shareholders that exceeds the
TSR for half of the comparison companies. The 75th percentile
TSR is the percentage return required to exceed the TSR for 75%
of the comparison companies.
Performance rights in the tranche to which the relative TSR
performance requirement applies will vest pro rata between the
median and 75th percentile. That is, 30% of the tranche vest at
the 50th percentile, 32.8% at the 51st percentile, 35.6% at the
52nd percentile and so on until 100% vest at the 75th percentile.
The comparator group for the 2019 LTI grants will be the
companies, excluding financial services companies, in the
ASX 100 index as at the start of the performance period on
1 July 2018. Consideration has been given to using a smaller
group of direct competitors for comparison, however:
–Limiting the comparator group to a small number of direct
competitors could result in very volatile outcomes from
period to period; and
–Management’s strong focus on improving the Company’s
ranking among ASX 100 companies has become embedded
in Company culture, so reinforcing this rather than trying to
dislodge it with another focus was considered desirable.
The absolute performance requirement applicable to the
second tranche of performance rights is based on Earnings per
Share (EPS) growth over the three-year performance period
to 30 June 2021. The EPS measure is based on AASB 133
Earnings per Share.
The tranche of performance rights dependent on the EPS
performance condition will vest pro rata between 5% compound
annual EPS growth and 10% compound annual EPS growth.
Vesting applies on a pro-rata basis from 30% upon meeting the
minimum compound annual EPS growth performance level of 5%
to 100% at 10% annual compound annual EPS growth. Capping
reduces the tendency for excessive risk taking and volatility that
may be encouraged if the annual compound EPS growth bar
is set above 10%.
The absolute performance requirement applicable to
the third tranche of performance rights is based on the
Scorecard condition over the three-year performance period
to 30 June 2021.
The Scorecard condition is designed to:
–Strengthen retention through the setting of challenging
targets on an annual basis that reflect prevailing market
conditions, for a portion of LTI awards;
–Align with the STI plan to encourage a long-term approach to
achieving annual financial performance targets;
–Improve the line of sight for executives so as to increase
motivation and focus on consistent performance; and
–Focus on performance sustainability through reward of
consistent achievement of absolute performance targets
over the long term.
The Scorecard condition is comprised of two independent
absolute components of equal weighting. These components are
based on Group NPATA and Group FFO.
The performance of each component will be measured over the
three-year period to 30 June 2021.
NPATA and FFO targets are set at the beginning of each of the
three financial years. The performance of each component will
be assessed each year relative to the targets. Performance of
each component will be determined as the average of the annual
performance assessments for the three years. The performance
rights will vest on a pro-rata basis from 30% upon meeting the
minimum three-year average component performance level
of 90% of target to 100% at the capped maximum three-year
average component performance level of 110% of target.
The processes and timing applicable for the Scorecard measure
are outlined below:
TimingActions
At the beginning
of the plan
Weighting of components is determined.
In 2019 the components are
equally weighted.
At the beginning of
each financial year
NPATA and FFO target performance
levels are set.
At the end of
each financial year
–Calculate actual performance; and
–Assess actual performance compared
to target to determine performance
percentage for the year.
At the end of
three years
–Calculate average annual performance
for each component; and
–Calculate award based on performance
against the vesting range.
At the end of
four years
Consider the continued service condition
and determine vesting.

38 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2019
6.4.4 Post-vesting shareholding guideline
The Managing Director is required to continue holding shares
after they have vested until the shareholding guideline has been
attained. This guideline requires that the Managing Director
holds vested long-term incentive shares equal in value to 100%
of his fixed remuneration. The Managing Director’s shareholding
is currently well in excess of the guideline.
The Remuneration Committee has discretion to allow
variations from this guideline requirement. The guideline
requirement has been developed to reinforce alignment with
shareholder interests.
The Board retains the right to vary from policy in exceptional
circumstances. However, any variation from policy and the
reasons for it will be disclosed.
6.5 Treatment of major transactions
Downer has delivered significant shareholder value through a
long history of strategic mergers, acquisitions and divestments.
On each occasion, the Board considers the impact of these
transactions. Where a transaction is both material and
unbudgeted, the Board considers whether it is appropriate
to adjust for its impact on the key performance indicators on
which executive performance is measured. The objective of any
adjustment is to ensure that opportunities to add value through
an opportunistic divestment or acquisition should not be
fettered by consideration of the impact on incentive payments.
That is, executives should be ‘no better or worse off’ as a result
of the transaction. No adjustments are made for market reactions
to a transaction as the Board believes that management is
accountable for those outcomes.
The Board considers this approach to be appropriate as it:
–Ensures that executives and the Board consider these
transactions solely based on the best interests of Downer;
–Means executives remain accountable for transaction
execution and post-transaction performance from the
next budget cycle;
–Ensures that executives complete opportunistic transactions
that are in the long-term interest of shareholders;
–Is consistent with the Board’s long-term view when
considering the value of major transactions to Downer’s
shareholders; and
–Ensures Downer remains agile and responsive in managing
its portfolio by pursuing opportunities as and when
they emerge rather than be constrained by the annual
budget process.
In assessing Zero Harm performance of executives, the results
of acquired businesses are excluded for a period of 12 months
post-acquisition to ensure that management is accountable for
the objectives set in the annual business planning process and
in recognition that an integration period during which Downer’s
Zero Harm framework (including systems, processes, definitions
and measurement and reporting methods) is implemented
through the acquired business is appropriate. Where this
transition to Downer’s framework takes place over a longer
period due to the complexity of the implementation or the
maturity profile of the acquired business, the Board will consider
an extension to a more appropriate period.
6.6 Treatment of significant items
From time to time, Downer’s performance is impacted by
significant items. Where these occur, the Board considers
whether to adjust for their impact (positive or negative) on
a case by case basis, having regard to the circumstances
relevant to each item.
The Board considers this approach to be appropriate as it
ensures that executives and the Board make decisions solely
based on the best interests of Downer.
6.7 Chief Executive Officer – Spotless
Downer has an interest of 87.8% in Spotless Group Holdings
Limited (Spotless). Remuneration arrangements for executives
of Spotless are set by the Board of Spotless. Spotless’ People
and Remuneration Committee is comprised of two independent
Directors and one Director nominated by Downer.
Following is a summary of the remuneration structure
and arrangements for FY19 for P Tompkins in his role as
Chief Executive Officer – Spotless as established by the
Spotless Board.
6.7.1 Remuneration structure
The remuneration for the CEO – Spotless has a fixed component
and a component that varies with performance.
Fixed remuneration is the sum of salary and the direct cost of
providing employee benefits, including superannuation and other
non-cash benefits.
Remuneration is benchmarked against a peer group of
competitors. While market levels of remuneration are monitored
on a regular basis, there is no contractual requirement or
expectation that any adjustments will be made.
The variable component ensures that a proportion of pay
varies with performance. Performance is assessed annually
for performance periods covering one year and three years.
Payment for performance assessed over one year is an STI.
Payment for performance assessed over three years is an LTI.
In 2018, the Spotless Board determined that it was inappropriate
to grant performance rights under the LTI, which was based on
EPS and TSR performance hurdles, due to the low level of free
float shares in Spotless and lack of trading liquidity following the
takeover by Downer. Accordingly, for 2019 the Spotless Board
determined it was appropriate that P Tompkins – Chief Executive
Officer – Spotless, participate in the Downer Group Long Term
Incentive Plan.

Annual Report 2019 39
6.7.2 STI tabular summary
The following table outlines the major features of the Spotless 2019 STI plan.
Minimum performance “gateway”
before any payments can be made
Achievement of a gateway based on budgeted NPATA must be met before any STI
payment can be made. A further Zero Harm gateway must be met for an award for safety
performance to be made.
Maximum STI that can be earned75% of fixed remuneration.
Percentage of STI that can
be earned on achieving
target expectations
56.25% of the maximum. For an executive to receive more, performance in excess of target
expectations will be required.
Discretion to vary paymentsThe Board, in its discretion, may vary STI payments by up to + or – 50% from the payment
applicable to the level of performance achieved, up to the maximum for that executive.
Performance period1 July 2018 to 30 June 2019.
Performance assessedAugust 2019, following audit of accounts.
Additional service period
after performance period for
payment to be made
50% of the award is deferred with the first tranche of 25% vesting one year following award and
the second tranche of 25% vesting two years following award.
Payment timingSeptember 2019 for the first payment of 50% of the award. The deferred components of
the STI payments will be paid one and two years following the award, in equal tranches of
25% of the award.
Form of paymentPayments are made in cash.
Performance requirementsThe Spotless performance scorecard is comprised of the following measures:
Measure Weighting
G r o u p N PAT 7. 5%
Divisional EBIT 22.5%
Group FFO 7. 5%
Divisional FFO 22.5%
Zero Harm – Recordable Injury Frequency Rate 30%
People – talent and succession planning, regrettable turnover 10%
Board discretionThe Board may exercise discretion to reduce partly or fully the value of the deferred
components that are due to vest in certain circumstances, including where an executive has
acted inappropriately or where the Board considers that the financial results against which
the STI performance measures were tested were incorrect in a material respect or have been
reversed or restated.
Terminating executivesThere is no STI entitlement where employment terminates prior to the end of the financial year.
Where employment terminates prior to the vesting date, the unvested deferred components will
be forfeited other than where the Spotless Board judges the executive to be an eligible leaver.
Further information on Spotless’ remuneration practices is contained in its Remuneration Report which can be found on the Spotless
website www.spotless.com.

40 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2019
7. Details of executive remuneration
7.1 Remuneration received in relation to the 2019 financial year
Executives receive a mix of remuneration during the year, comprising fixed remuneration, an STI paid in cash and an LTI in the form of
performance rights that vest four years later, subject to meeting performance and continued employment conditions.
The table below lists the remuneration actually received in relation to the 2019 financial year, comprising fixed remuneration, cash STIs
relating to 2019, deferred STIs payable in 2019 in respect of prior years and the value of LTI grants that vested during the 2019 financial
year. This information differs to that provided in the statutory remuneration table at section 7.2 which shows the accounting expense
of LTIs and deferred STIs for 2019 determined in accordance with accounting standards rather than the value of LTI grants that vested
during the year.
Fixed
Remuneration
1

$
Cash Bonus paid
or payable in
respect of
current year
2

$
Deferred
Bonus paid
or payable in
respect of
prior years
4

$
To t a l
payments
$
Equity
that vested
during 2019
3

$
To t a l
remuneration
received
$
G A Fenn2 ,07 7, 247746,800902,2003 ,726, 2472,548,3476, 274,594
S Cinerari1,134,090481,580494,0652,109,735802,7312,912,466
M J Ferguson937,500280,050269,4991,487,049–1,487,049
S L Killeen850,134303,371134,7951,288,300–1,288,300
D Nelson323,155––323,155–323,155
B C Petersen1,101,453371,374299,5291,772,356–1,772,356
P J Tompkins710,136109,874178,526998,536–998,536
7,133,7152,293,0492,278,61411,705,3783,351,07815,056,456
1 Fixed remuneration comprises salary and fees, payment of leave entitlements, non-monetary benefits and superannuation payments.
2 Cash Bonus paid or payable in respect of current year represents cash payments in relation to the 2019 financial year. These comprise the 50% cash component of the
award. The remaining 50% of the total award is deferred as described in section 6.3.
3 Represents the value of restricted shares granted in previous years that vested during the year, calculated as the number of restricted shares that vested multiplied by the
closing market prices of Downer shares on the vesting date.
4 Deferred Bonus represents the deferred cash bonus amount to be paid in September 2019, being the second deferred component of the 2017 award and the first deferred
component of the 2018 award, being 25% of each award.

Annual Report 2019 41
7.2 Remuneration of executive key management personnel required under the Corporations Act 2001 (Cth)
2019
Short-term employee
benefits
Post-employment
benefits
Salary
and fees
$
Cash
Bonus
paid or
payable in
respect
of current
year
2
$
Deferred
Bonus
paid or
payable
4
$
Non-
monetary
$
Super-
annuation
$
Other
benefits
$
Te r m -
ination
Benefits
$
Subtotal
$
Share-
based
payment
transac-
tions
3
$
To t a l
$
G A Fenn1,7 74,469746,800821,975282 , 24720,531––3,646,0221,081,1564,727,178
S Cinerari1,079,469481,580488,49225,03029,591––2,104,162421,6692,525,831
M J Ferguson904,567280,050273,48212,40220,531––1,491,032295,4001,786,432
S L Killeen824,997303,371222,58538724,750––1,376,090163,3901,539,480
D Nelson
1
312,889–––10,266–1,040,2331,363,388–1,363,388
B C Petersen1,079,469371,374325,3681,45320,531––1,798,195294,2662,092,461
P J Tompkins
1
686,640109,874149,8348,92514,571––969,844160,1081,129,952
6,662,5002,293,0492,281,736330,444140,771–1,040,23312,748,7332,415,98915,164,722
1 Amounts represent the payments relating to the period during which the individuals were Key Management Personnel (KMP).
2 Cash Bonus paid or payable in respect of current year represents cash payments in relation to the 2019 financial year. These comprise the 50% cash component of
the award.
3 Represents the value of vested and unvested equity expensed during the period including reversal for forfeited equity incentives and the probability of the incentives
vesting, in accordance with AASB 2 Share-based Payment, related to grants made to the executive, as outlined in section 8.3. Vesting of the majority of securities remains
subject to significant performance and service conditions as outlined in section 6.4.
4 Deferred Bonus represents the value of deferred components attributable to the 2019 financial year based on amortisation of deferred components over the period from the
commencement of the relevant performance year to the end of financial year to which payment of the relevant deferred component relates.
2018
Short-term employee
benefits
Post-employment
benefits
Salary
and fees
$
Cash Bonus
paid or
payable in
respect
of current
year
2
$
Deferred
Bonus paid
or payable
4
$
Non-
monetary
$
Super-
annuation
$
Other
benefits
$
Subtotal
$
Share-based
payment
transac-
tions
3
$
To t a l
$
G A Fenn1,766,618840,300859,283273,65620,049–3,759,9061,373,2755,133,181
S Cinerari1,038,284492,580491,05414,08430,377–2,066,379546,2502,612,629
M J Ferguson792,549267, 8 46224,58312,40220,049–1,317,429211,2201,528,649
S L Killeen750,268200,476109,8547,13071,787–1,139,51586,1001,225,615
M J Miller
1
450,420156,576192,51119,77313,689–832,969187,06 31,020,032
D Nelson
1
931,394506,237210,9322,30015,037–1,665,900–1,665,900
D J Overall
1
785,743–335,9842,31912,829–1,136,875161,5001,298,375
B C Petersen821,267283,146260,14011,32420,049–1,395,926276,3511,672,277
7,336,5432 ,747,1612 ,684,341342,988203,866–13,314,8992 ,841,75916,156,658
1 Amounts represent the payments relating to the period during which the individuals were Key Management Personnel (KMP).
2 Cash Bonus paid or payable in respect of current year represents cash payments in relation to the 2018 financial year. These comprise the 50% cash component of
the award.
3 Represents the value of vested and unvested equity expensed during the period including reversal for forfeited equity incentives and the probability of the incentives
vesting, in accordance with AASB 2 Share-based Payment, related to grants made to the executive, as outlined in section 8.3. Vesting of the majority of securities remains
subject to significant performance and service conditions as outlined in section 6.4.
4 Deferred Bonus represents the value of deferred components attributable to the 2018 financial year based on amortisation of deferred components over the period from the
commencement of the relevant performance year to the end of the financial year to which payment of the relevant deferred component relates.

42 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2019
7.3 Performance related remuneration
7.3.1 Performance outcomes required under the Corporations Act 2001 (Cth)
The table below lists the proportions of remuneration paid during the year ended 30 June 2019 that are performance and non-
performance related and the proportion of STIs that were earned during the year ended 30 June 2019 due to the achievement of the
relevant performance targets.
Proportion of 2019 remuneration2019 Short-term incentive
Performance
Related
%
Non-
performance
Related
%
Paid
%
Forfeited
%
G A Fenn
1
56%4 4%75%25%
S Cinerari
1
55%45%88%12%
M J Ferguson48%52%75%25%
S L Killeen45%55%86%14%
B C Petersen
1
47%53%90%10%
P J Tompkins
1
37%63%29%71%
1 Performance related portion includes the reversal of expense for forfeited equity incentives described in section 6.4.
7.3.2 STI performance outcomes
Specific STI financial and commercial targets remain commercially sensitive and so have not been reported.
In order for an STI to be paid, a minimum of 90% of the budgeted profit target must be met. For corporate executives, the hurdle is
90% of the Group budgeted profit target. Profit for this purpose is defined as NPATA. For divisional executives, the hurdle is 90% of the
division budgeted profit target. Profit for this purpose is defined as EBITA.
The following table summarises the average performance achieved by the KMP across each element of the scorecard.
Group
N PATA
Divisional
E B I TA
Group
FFO
Divisional
FFO
Zero
HarmPeople
Weighting of scorecard elementCorporate30.030.030.010.0
Division7. 522.57. 522.530.010.0
Percentage of the element achievedCorporate31.084.6100.0100.0
Division
1
31.171.984.784.397. 9100.0
1 Performance includes the results for each Division for each element, even if the EBITA gateway was not achieved.

Annual Report 2019 43
The following table sets out the performance achieved by each KMP across each element of the scorecard.
G A Fenn and M J Ferguson
ElementMeasureThresholdTargetMaximum
Zero HarmSafety and Environmental
PeopleEmployee engagement
FinancialP r o f i t ( N PATA )
FFO
S Cinerari
ElementMeasureThresholdTargetMaximum
Zero HarmSafety and Environmental
PeopleEmployee engagement
FinancialP r o f i t ( N PATA / E B I TA )
FFO
S L Killeen
ElementMeasureThresholdTargetMaximum
Zero HarmSafety and Environmental
PeopleEmployee engagement
FinancialP r o f i t ( N PATA / E B I TA )
FFO
P J Tompkins
ElementMeasureThresholdTargetMaximum
Zero HarmSafety and Environmental
PeopleTalent and succession
FinancialProfit (NPAT/EBIT)
FFO
B C Petersen
ElementMeasureThresholdTargetMaximum
Zero HarmSafety and Environmental
PeopleEmployee engagement
FinancialP r o f i t ( N PATA / E B I TA )
FFO
For 2019, the IPM applied to each member of the KMP ranged from 0.6 to 1.

44 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2019
7.3.3 LTI performance outcomes
The table below summarises LTI performance measures tested and the outcomes for each executive.
Relevant
executives
1
Relevant
LT I m e a s u r e
Performance
outcome
% LTI tranche
that vested
G A Fenn,
S Cinerari,
B Petersen,
P Tompkins
2016 plan
TSR tranche – percentile ranking of
Downer’s TSR relative to the constituents
of the ASX 100 over a three-year period.
Actual performance ranked at
the 78th percentile based on
a TSR result of 81.9%.
100% became provisionally
qualified.
EPS tranche – compound annual
earnings per share growth against
absolute targets over a three-year period.
Actual performance was
– 6.6 4% .
0% became provisionally qualified.
100% were forfeited.
Scorecard tranche – sustained NPAT and
FFO performance against budget over a
three-year period.
Actual performance was 96.4%
for NPAT and 178.1% for FFO.
76.2% became provisionally
qualified.
23.8% were forfeited.
1 Relevant executive refers to members of the KMP who are participants in the plan tested.
7.4 Major transactions and significant items
7.4.1 Major transactions
In 2019 Downer continued to optimise its portfolio in keeping with its strategy of creating efficient market positions to deliver long-term
shareholder value through restructuring, partnering and acquisitions.
Downer undertook eight transactions during 2019. These transactions were the acquisition of Boleh Consulting, The Roading Company,
Envar Group, FH Lismore and Rock N Road, a 50% interest in Repurpose It, as well as the remaining interests in the MHPS Plant
Services and Downer Mouchel joint ventures.
In accordance with its policy, the Board considered the impact of each transaction on incentive outcomes and determined that:
–The acquisition of Boleh Consulting was immaterial and accordingly no adjustment would be made to incentive outcomes;
–The acquisition of The Roading Company Limited was immaterial and accordingly no adjustment would be made to
incentive outcomes;
–The acquisition of Envar Group was reflected in the budget and accordingly no adjustment would be made to incentive outcomes;
–The acquisition of FH Lismore was immaterial and accordingly no adjustment would be made to incentive outcomes;
–The acquisition of Rock N Road was a material, unbudgeted transaction for which it was appropriate to adjust incentive outcomes;
–The acquisition of the 50% interest in Repurpose It was reflected in the budget and accordingly no adjustment would be made to
incentive outcomes;
–The acquisition of the remaining interest in MHPS Plant Services was reflected in the budget and accordingly no adjustment would
be made to incentive outcomes; and
–The acquisition of the remaining interest in the Downer Mouchel joint venture was a material, unbudgeted transaction for which it
was appropriate to adjust incentive outcomes.

Annual Report 2019 45
7.4.2 Significant items
During the year, three items had a significant impact. The Board considers such items at the end of each performance period and
whether it is appropriate to adjust for their impact on incentive outcomes. In forming its views, the Board noted the robust operational
performance of the Company and strong returns to shareholders through TSR returns of 86.2% and 116.7% over one and three years
respectively, share price growth and increase in the dividend rate.
The Board considered it was appropriate to adjust incentive outcomes for the following items:
ItemDescription
Mining capital expenditureDuring the year, the Mining business was successful in negotiating expanded services at the
Blackwater mine and a new contract at the Cadia mine. These opportunities were identified in
business planning processes however crystalised earlier than expected.
In order to secure these opportunities, it was necessary to invest capital expenditure, which
was unbudgeted, to acquire the necessary mining plant and equipment in 2019 rather than
in future years.
Securing these opportunities in 2019 was considered to be in the best interest of Downer.
Accordingly, it was determined that it was appropriate to adjust incentive outcomes for this item.
Gain on revaluation of the
existing interest in the
Downer Mouchel joint venture
In December 2018, Downer acquired the remaining 50% interest in the Downer Mouchel joint
venture by purchasing 100% of the shares in partner, KHSA Limited.
On acquisition, Downer’s existing 50% interest was re-measured to fair value in accordance with
Australian Accounting Standards and compared to the existing carrying value. This resulted in a
fair value gain on re-measurement of $17.0 million.
The Board determined that it was appropriate to adjust incentive outcomes for this item.
Murra Warra Wind Farm lossIn December 2017, Downer and its partner Senvion GmbH, a leading global manufacturer of wind
turbines based in Germany, entered into a contract for Stage One of the Murra Warra Wind Farm
near Horsham in Western Victoria.
On 28 May 2019, Downer announced that Senvion GmbH had filed for self-administration
proceedings in Germany.
On 1 August 2019, Downer announced that losses in relation to its obligation to complete
Senvion GmbH’s scope were expected to be $45 million before tax ($31.5 million after tax).
No adjustment was made to incentive outcomes for this item.

46 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2019
7.4.3 Adjustments made to incentive calculations for major transactions and significant items
The Board determined that the following adjustments be made to KPI calculations for the impact of major transactions and significant
items. The adjustments mean that executives are ‘no better or worse off’ as a result of the transactions and significant items so that
performance is measured against delivery of the Company’s budget and business plan.
MeasureAdjustmentImpact on STIImpact on LTI
N PATA ( S T I )
N PAT ( LT I )
Net decrease of $18.0 million NPAT
($23.3 million NPATA) comprised of:
–Exclusion of fair value gain on revaluation of
existing interest in Downer Mouchel Joint Venture
of $17.0 million;
–Exclusion of operating earnings of Downer Mouchel
(net of transaction costs and net interest expense)
attributable to the additional interest of
($0.9) million NPAT ($4.4 million NPATA);
–Exclusion of operating earnings of Rock N Road
(net of transaction costs and net interest expense)
of $1.3 million; and
–Exclusion of operating earnings related to the
unbudgeted capital expenditure in Mining
of $0.6 million.
For Corporate scorecard
participants, a decrease from
62.3% to 31.0% of the NPATA
measure was achieved.
For Mining, Energy and
Industrial scorecard
participants, a decrease
from 85.3% to 83.7% of the
measure was achieved.
For Transport and
Infrastructure scorecard
participants, a decrease
from 78.7% to 72.8% of the
measure was achieved.
A decrease from 52.3% to
45.1% of rights in the NPAT
tranche met the performance
condition. This equates to
1.2% of the total number of
rights in the grant.
FFONet increase of $65.2 million comprised of:
–Exclusion of the cash flow impact on Downer
Mouchel acquisition (transaction costs, net interest
expense, operating cash and payment for business
acquisition) of $20.3 million;
–Exclusion of the cash flow impact on Rock N
Road acquisition (transaction costs, net interest
expense, operating cash and payment for business
acquisition) of $11.1 million; and
–Exclusion of the cash flow impact on Mining
unbudgeted capex spent on Cadia and Blackwater
(net interest expense, operating cash and payment
for capex) of $33.8 million.
For Corporate
scorecard participants:
–The gateway was met; and
–84.6% of the FFO
measure was achieved.
No change for
Divisional participants.
No change.
Zero HarmThe Zero Harm performance of acquired businesses
has been excluded.
Not applicable as acquired
businesses historical
performance has been
measured on a different basis.
Not applicable.
EPSThe use of NPAT adjusted as set out above.Not applicable.No change.
TSRNo adjustments were made.Not applicable.No change.
7.4.4 Future periods
For major transactions completed in 2019, the impact on operational performance is included in the 2020 budget and accordingly
no adjustments are expected in respect of FY20 operational performance.
7.5 Variance from policy
There were no variances from policy during the year.

Annual Report 2019 47
8. Executive equity ownership
8.1 Ordinary shares
KMP equity holdings in fully paid ordinary shares and performance rights issued by Downer EDI Limited are as follows:
Ordinary sharesPerformance rights
Balance at
1 July 2018
Net
Change
Balance at
30 June 2019
Balance at
1 July 2018
Net
Change
Balance at
30 June 2019
No.No.No.No.No.No.
G A Fenn826,2263 37,97 71,164,2031,885,380(329,888)1,555,492
S Cinerari10,40796,056106,463699,195(103,429)595,766
M J Ferguson–7,0867,086164,99571,675236,670
S L Killeen1,0001,6632,66366,24065,805132,045
B C Petersen2,51012,70315,213240,60056,988297,588
P J Tompkins3 8 ,41356,39894,811279,09924,050303,149
8.2 Preference shares
KMP equity holdings in fully paid preference shares issued by Works Finance (NZ) Limited, a wholly owned subsidiary of Downer EDI
Limited, are as follows:
Preference shares
Balance at
1 July 2018
Net
change
Balance at
30 June 2019
No.No.No.
S L Killeen3,000–3,000

48 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2019
8.3 Options and rights
No performance options were granted by Downer EDI Limited or exercised during the 2019 financial year.
As outlined in section 6.4.1, the LTI plan for the 2019 financial year is in the form of performance rights. Relief from certain regulatory
requirements was applied for and has been received from the Australian Securities and Investments Commission. During the year,
grants of performance rights were made to KMP in respect of the 2019 financial year.
The following table shows the number of performance rights granted by Downer EDI Limited and percentage of performance rights
that vested or were forfeited during the year for each grant that affects compensation in this or future reporting periods.
2015 Plan2016 Plan
Number of
performance
rights
1
Vested
%
Forfeited
%
Number of
performance
rights
2
Vested
%
Forfeited
%
G A Fenn5 41, 92062.4–711,717–41. 3
S Cinerari170,70562.4–266,894–41. 3
M J Ferguson––––––
S L Killeen––––––
B C Petersen–––63,017–41. 3
P J Tompkins
3
67,74062.4–124,551–41. 3
1 Grant date 2 June 2015. Expiry date is 1 July 2018. The fair value of shares granted was $4.23 per share for the EPS and Scorecard tranches and $1.70 per share for the
TSR tranche.
2 Grant date 30 June 2016. Expiry date is 1 July 2019. The fair value of shares granted was $3.24 per share for the EPS and Scorecard tranches and $0.97 per share for the
TSR tranche.
3 Vesting of rights under the 2015 Plan occurred prior to commencement of role as CEO of Spotless.
2017 Plan2018 Plan2019 Plan
Number of
performance
rights
1
Vested
%
Forfeited
%
Number of
performance
rights
2
Vested
%
Forfeited
%
Number of
performance
rights
3
Vested
%
Forfeited
%
G A Fenn503,526––332,160––301,791––
S Cinerari188,822––137,016––113,172––
M J Ferguson94,411––70,584––71,675––
S L Killeen–––66,240––65,805––
B C Petersen106,999––70,584––82,993––
P J Tompkins88,116––66,432––75,448––
1 Grant date 21 June 2017. Expiry date is 1 July 2020. The fair value of shares granted was $5.29 per share for the EPS and Scorecard tranches and $4.61 per share for the
TSR tranche.
2 Grant date 21 June 2018. Expiry date is 1 July 2021. The fair value of shares granted was $6.12 per share for the EPS and Scorecard tranches and $3.38 per share for the
TSR tranche.
3 Grant date 3 June 2019. Expiry date is 1 July 2022. The fair value of shares granted was $5.93 per share for the EPS and Scorecard tranches and $2.22 per share for the
TSR tranche.

Annual Report 2019 49
The maximum number of performance options and rights that may vest in future years that will be recognised as share-based
payments in future years is set out in the table below:
Maximum number of shares
for the vesting year
2020202120222023
G A Fenn418 ,015503,526332,160301,791
S Cinerari156,756188,822137,016113,172
M J Ferguson–94,41170,58471,675
S L Killeen––66,24065,805
B C Petersen37,012106,99970,58482,993
P J Tompkins73,15388,11666,43275,448
The maximum expense for performance options and rights that may vest in future years that will be recognised as share-based
payments in future years is set out in the table below. The amount reported is the value of share-based payments calculated in
accordance with AASB 2 Share-based Payment over the vesting period.
202020212022
G A Fenn1,424,492787, 301354,348
S Cinerari550,420311,474132,881
M J Ferguson295,633176,16084,158
S L Killeen163,605163,6057 7, 26 5
B C Petersen324,850189,4 4797,4 4 5
P J Tompkins286,684175,17788,586
8.4 Remuneration consultants
Guerdon Associates Pty Ltd was engaged by the Board Remuneration Committee to provide remuneration advice in relation to KMP,
but did not provide the Board Remuneration Committee with remuneration recommendations as defined under Division 1, Part 1.2, 9B (1)
of the Corporations Act 2001 (Cth).
The Board was satisfied that advice received was free from any undue influence by Key Management Personnel to whom the advice
may relate, because strict protocols were observed and complied with regarding any interaction between Guerdon Associates Pty Ltd
and management, and because all remuneration advice was provided to the Board Remuneration Committee chair.
9. Key terms of employment contracts
9.1 Notice and termination payments
Executives are on contracts with no fixed end date.
The following table captures the notice periods applicable to termination of the employment of executives.
Termination notice period
by Downer
Termination notice period
by employee
Termination payments
payable under contract
Managing Director12 months6 months12 months
Other Executives12 months6 months12 months
Termination payments are calculated based upon total fixed remuneration at the date of termination. No payment is made for
termination due to gross misconduct.

50 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2019
9.2 Managing Director and Chief Executive Officer of Downer’s employment agreement
Mr Fenn was appointed as the Managing Director of Downer commencing on 30 July 2010. The following table sets out the key terms
of the Managing Director’s employment agreement.
Te r mUntil terminated by either party.
Fixed remuneration$2.0 million per annum. This has remained unchanged since July 2012.
Fixed remuneration includes superannuation and non-cash benefits but excludes entitlements to
reimbursement for Mr Fenn’s home telephone rental and call costs, home internet costs and medical, life and
salary continuance insurance. Mr Fenn may also be accompanied by his wife when travelling on business, at the
Chairman’s discretion. There was no such travel during the year.
STI opportunityMr Fenn is eligible to receive an annual STI and the maximum STI opportunity is 100% of fixed remuneration.
Any entitlement to an STI is at the discretion of the Board, having regard to performance measures and targets
developed in consultation with Mr Fenn including Downer’s financial performance, safety, people, environmental
and sustainability targets and adherence to risk management policies and practices. The Board also retains
the right to vary the STI by + or – 100% (up to the 100% maximum) based on its assessment of performance.
The STI deferral arrangements in place for KMP apply to Mr Fenn.
There is no STI entitlement where the Managing Director’s employment terminates prior to the end of the
financial year, other than in the event of a change in control or by mutual agreement.
LTI opportunityMr Fenn is eligible to participate in the annual LTI plan and the value of the award is 100% of fixed remuneration
calculated using the volume weighted average price after each year’s half yearly results announcement.
Mr Fenn’s performance requirements have been described in section 6.4.
In the event of a change of control, providing at least 12 months of a grant’s performance period have elapsed,
unvested shares and performance rights pro rated with the elapsed service period are tested for vesting
with performance against the relevant hurdles for that period and vest, as appropriate. Shares that have
already been tested, have met performance requirements and are subject to the completion of the service
condition, fully vest.
Te r m i n a t i o nMr Fenn can resign:
a) By providing six months’ written notice; or
b) Immediately in circumstances where there is a fundamental change in his role or responsibilities. In these
circumstances, Mr Fenn is entitled to a payment in lieu of 12 months’ notice.
Downer can terminate Mr Fenn’s employment:
a) Immediately for misconduct or other circumstances justifying summary dismissal; or
b) By providing 12 months’ written notice.
When notice is required, Downer can make a payment in lieu of notice of all or part of any notice period
(calculated based on Mr Fenn’s fixed annual remuneration).
If Mr Fenn resigns because ill health prevents him from continuing his duties, he will receive a payment in
recognition of his past services equivalent to 12 months’ fixed remuneration. At the discretion of the Board,
his shares under the LTI plan may also vest.
If Downer terminates Mr Fenn’s employment on account of redundancy, in addition to the notice (or payment
in lieu of notice) required to be given by Downer, Mr Fenn will receive a payment in recognition of his past
services equivalent to 12 months’ fixed remuneration.
If Mr Fenn resigns he will be subject to a six-month post-employment restraint in certain areas where the
Downer Group operates, where he is restricted from working for competitive businesses.
OtherThe agreement contains provisions regarding leave entitlements, duties, confidentiality, intellectual property,
moral rights and other facilitative and ancillary clauses. It also contains provisions regarding corporate
governance and a provision dealing with the Corporations Act 2001 (Cth) limits on termination benefits
to be made to Mr Fenn.

Annual Report 2019 51
10. Related party information
10.1 Transactions with other related parties
Transactions entered into during the year with Directors of Downer EDI Limited and the Group are within normal employee, customer
or supplier relationships on terms and conditions no more favourable than dealings in the same circumstances on an arm’s length
basis and included:
–The receipt of dividends from Downer EDI Limited;
–Participation in the Long Term Incentive Plan;
–Terms and conditions of employment; and
–Reimbursement of expenses.
A number of Directors of the Company hold directorships in other entities. Several of these entities transacted with the Group on terms
and conditions no more favourable than those available on an arm’s length basis.
11. Description of Non-executive Director remuneration
11.1 Non-executive Director remuneration policy
Downer’s Non-executive Director remuneration policy is to provide fair remuneration that is sufficient to attract and retain Directors
with the experience, knowledge, skills and judgment to steward the Company.
There has been no change to the level of Non-executive Director fees since the prior reporting period and there will be no changes in
the 2019 financial year.
Fees for Non-executive Directors are fixed and are not linked to the financial performance of the Company. The Board believes this is
necessary for Non-executive Directors to maintain their independence.
Shareholders approved an annual aggregate cap of $2.0 million for Non-executive Director fees at the 2008 AGM. The allocation of
fees to Non-executive Directors within this cap has been determined after consideration of a number of factors, including the time
commitment of Directors, the size and scale of the Company’s operations, the skill sets of Board members, the quantum of fees paid to
Non-executive Directors of comparable companies and participation in Board Committee work.
The basis of fees and the fee pool are reviewed when new Directors are appointed to the Board, when the structure of the Board
changes, or at least every three years. Reference is made to individual Non-executive Director fee levels and workload (i.e. number of
meetings and the number of Directors) at comparably sized companies from all industries other than the financial services sector, and
the fee pools at these companies. In addition, an assessment is made on the extent of flexibility provided by the fee pool to recruit any
additional Directors for planned succession after allocation of fees to existing Directors.
The Chairman receives a base fee of $375,000 per annum (inclusive of all Committee fees) plus superannuation. The other
Non-executive Directors each receive a base fee of $150,000 per annum plus superannuation. Additional fees are paid for Committee
duties: $35,000 for the chair of the Audit and Risk Committee; and $15,000 for the chair of each of the Zero Harm Committee,
Remuneration Committee, Rail Projects Committee and Tender Risk Evaluation Committee.
Non-executive Directors are not entitled to retirement benefits. All Non-executive Directors are entitled to payment of statutory
superannuation entitlements in addition to Directors’ fees.

52 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2019
11.2 Non-executive Directors’ remuneration
The table below sets out the remuneration paid to Non-executive Directors for the 2019 and 2018 financial years.
Short-term benefitsPost-employment benefits
Ye a r
Board fee
$
Chair fee
$
Total fees
$
Super-
annuation
$
Termination
benefits
$
To t a l
$
R M Harding2019375,000–375,00035,625–410,625
2018375,000–375,00035,625–410,625
S A Chaplain
1
2019150,00021,146171,14616,259–187,405
2018150,00035,000185,00017, 575–202,575
P S Garling2019150,00015,000165,00015,675–180,675
2018150,00015,000165,00015,675–180,675
T G Handicott2019150,00015,000165,00015,675–180,675
2018150,00015,000165,00015,675–180,675
N M Hollows
1
2019150,00013,854163,85415,566–179,420
20185,000–5,000475–5 ,475
C G Thorne2019150,00030,000180,00017,100–197,100
2018150,00030,000180,00017,100–197,100
P L Watson201916,965–16,9651,612–18,577
1 N M Hollows succeeded S A Chaplain as Chair of the Audit and Risk Committee on 8 February 2019.
11.3 Equity held by Non-executive Directors
The table below sets out the equity in Downer held by Non-executive Directors for the 2019 and 2018 financial years.
20192018
Balance at
1 July 2018
Net
change
Balance at
30 June 2019
Balance at
1 July 2017
Net
change
Balance at
30 June 2018
R M Harding14,21014,64628,85614,210–14,210
S A Chaplain103,799–103,799103,799–103,799
P S Garling16,9403,02219,96216,940–16,940
T G Handicott14,000–14,00014,000–14,000
N M Hollows–3,0003,000–––
C G Thorne82,922–82,92282,922–82,922
P L Watson––––––
Signed in accordance with a resolution of the Directors made pursuant to section 298(2) of the Corporations Act 2001 (Cth).
On behalf of the Directors
R M Harding
Chairman
Sydney, 22 August 2019

Annual Report 2019 53
Auditor’s Independence Declaration
KPMG, an Australian partnership and a member firm of the KPMG
network of independent member firms affiliated with KPMG
International Cooperative (“KPMG International”), a Swiss entity.
Liability limited by a scheme approved under
ProfessionalStandards Legislation.
Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act
2001
To the Directors of Downer EDI Limited
I declare that, to the best of my knowledge and belief, in relation to the audit of Downer EDI Limited for the
financial year ended 30 June 2019 there have been:
i.no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in
relation to the audit; and
ii.no contraventions of any applicable code of professional conduct in relation to the audit
.
KPMG
K
KNI_01
PAR_SIG_01Jpp PAR_NAM_0
1
PAR_POS_01 PAR_DAT_01 PAR_CIT_01
K
Cameron Slapp
Partner
Sydney
22 August 2019

54 Downer EDI Limited
Independent Auditor’s Report
for the year ended 30 June 2019
KPMG, an Australian partnership and a member firm of the KPMG
network of independent member firms affiliated with KPMG
International Cooperative (“KPMG International”), aSwiss entity.
Liability limited by a scheme approved under Professional
Standards Legislation.
Independent Auditor’s Report
To the shareholders of Downer EDI Limited
Report on the audit of the Financial Report
Opinion
We have audited the Financial Report of Downer EDI
Limited (the Company).
In our opinion, the accompanying Financial Report of
the Company is in accordance with the Corporations
Act 2001, including:
•
giving a true and fair view of the Group’s
financial position as at 30 June 2019 and of its
financial performance for the year ended on that
date; and
•
complying with Australian Accounting Standards
and the Corporations Regulations 2001.
The Financial Report comprises:
•
Consolidated statement of financial position as at
30 June 2019
•
Consolidated statement of profit or loss and other
comprehensive income, Consolidated statement of
changes in equity, and Consolidated statement of
cash flows for the year then ended
•
Notes including a summary of significant
accounting policies
•
Directors’ Declaration.
The Group consists of the Company and the entities it
controlled at the year-end or from time to time during
the financial year.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of
the Financial Report section of our report.
We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of
the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants
(the Code) that are relevant to our audit of the Financial Report in Australia. We have fulfilled our other ethical
responsibilities in accordance with the Code.

Annual Report 2019 55
Key Audit Matters
The Key Audit Matters we identified are:
•
Recognition of revenue
•
Value of goodwill
Key Audit Matters are those matters that, in our
professional judgement, were of most significance in
our audit of the Financial Report of the current period.
These matters were addressed in the context of our
audit of the Financial Report as a whole, and in forming
our opinion thereon, and we do not provide a separate
opinion on these matters.
Recognition of revenue
Refer to Note B2 ‘Revenue’ ($12,789.4m)
The key audit matter How the matter was addressed in our audit
Recognition of revenue is a key audit matter due to
the:
•Significance of revenue to the financial
statements;
•Large number of contracts with numerous
estimation events that may occur over the
course of the contract’s life. This results in
complex and judgemental revenue recognition
from rendering of services and construction
contracts and therefore significant audit effort
is required to gather sufficient appropriate
audit evidence for revenue recognition; and
•Transition adjustment arising from the
adoption of AASB 15 Revenue from Contracts
with Customers resulting in additional audit
focus. This effort is due to the complex nature
of the changes to the accounting standard and
the financial impact on rendering of services
and construction contract revenue, requiring
senior team involvement.
We focused on the Group’s assessment of the
following elements of revenue recognition for
rendering of services and construction contracts, as
applicable:
•Estimating total expected costs to complete at
initiation of the contract, including cost
contingencies for contracting risks, which have
a high level of estimation uncertainty;
•Revisions to total expected costs for certain
events or conditions that occur during the
performance of the contract, or are expected
to occur to complete the contract, which is
difficult to estimate;
•The Group’s determination of contractual
entitlement and assessment of the probability
of customer approval of changes in scope
Our procedures included:
•We obtained an understanding of the Group’s
process of accounting for rendering of services and
construction contract revenues. We tested key
controls such as:
‒management’s review and approval of bid
information including estimated project
milestones, projected Earnings Before Interest
and Tax (EBIT), Net Present Value (NPV), Return
On Funds Employed (ROFE), and potential legal
risks identified by the Group risk and legal
team, as prescribed in the Group’s risk
management process; and
‒management’s detailed project reviews for key
contracts, including cost to complete reviews,
comparing to budget and original bid
documentation.
•We undertook a sample of site visits (to both
contract sites and commercial offices) across the
Group’s major divisions and geographies to obtain a
detailed understanding of the Group’s contract
processes, their consistent application, and to
understand the variety of risk elements of the
contracts;
•We used data analytic routines to select a sample of
contracts for testing based on a number of
quantitative and qualitative factors. These factors
included contracts with significant deterioration in
margin, significant variations and claims, contract
modifications or variable consideration, and factors
which indicated to us a greater level of judgement
was required by the Group when assessing the
revenue recognition based on the estimates
developed for current and forecast contract
performance. For the samples selected, where
relevant:

56 Downer EDI Limited
and/or price. The Group’s consideration of the
enforceability or approval of the modification
of the terms of a contract may include evidence
that is written, oral or implied by customary
business practice and therefore requires a
degree of judgement. The Group’s
determination of modifications can drive
different accounting treatments, increasing the
risk of inappropriately recognising revenue; and
•The Group’s policy for the determination of the
amount of revenue recognised from variable
consideration being highly probable of not
reversing. Variable consideration is contingent
on the Group’s performance and includes key
performance payments, liquidated damages
and abatements that offset revenue under the
contract. The Group's determination of an
amount that is highly probable requires a
degree of estimation and judgement. This
increased the audit effort we applied to gather
sufficient appropriate audit evidence that the
variable consideration is highly probable.
‒we read the selected contract terms and
conditions to evaluate the individual
characteristics of each contract reflected in the
Group’s estimate;
‒we assessed the estimation of total expected
costs, including cost contingencies for
contracting risks, by challenging the Group’s
project and finance managers on their
estimations. We also checked key forecast cost
assumptions to underlying documentation such
as Enterprise Bargaining Agreements for wage
rates, historical costs for maintenance events
and agreements with subcontractors;
‒we assessed the Group’s ability to forecast
margins on contracts by analysing the accuracy
of previous margin forecasts to actual
outcomes;
‒we evaluated the Group’s assessment of when
a modification to the contract scope and/or
price for variations and claims is approved and
enforceable. This included assessing the
underlying records, legal documents, customer
correspondence and contracts. We recalculated
the amount of revenue using the modified
features of the contract. We compared the
recalculated amounts against the amounts
recorded by the Group;
‒we assessed the Group’s estimation of a highly
probable amount for variations and claims by
comparing underlying evidence such as
timesheets, correspondence with customers,
and reports from objective time and cost claim
experts (where applicable) for consistency with
contract terms;
‒we evaluated the Group’s legal and external
experts’ reports received on contentious
matters to identify conditions indicating the
inappropriate recognition of variations and
claims. We checked the consistency of this to
the inclusion or not of an amount in the
estimates used for revenue recognition;
‒we assessed the scope, competency and
objectivity of the legal and external experts
engaged by the Group; and
‒we evaluated the appropriateness of the
method applied by the Group to estimate the
highly probable amount of the key performance
payments, liquidated damages and abatements
against the specific contract terms. This
included gathering underlying evidence in
relation to the Group’s performance against the
terms of the contract. We then recalculated the
amount of variable consideration. We
compared the recalculated amounts to the
Independent Auditor’s Report – continued
for the year ended 30 June 2019

Annual Report 2019 57
amounts recorded by the Group as offsets to
revenue.
•For contracts with customers where revenue
recognition is at a point in time rather than over
time, we selected a statistical sample of revenue
recognised and checked to customer approval of the
service being performed or cash received;
•For a sample of contracts assessed by the Group for
the transitional adjustment of AASB 15 we evaluated
the conclusions reached by the Group using our
understanding of the contracts obtained in the
procedures noted above, in the context of the
requirements of AASB 15;
•We assessed the new disclosures relating to the
initial adoption of AASB 15 against the requirements
of the accounting standard.
Value of goodwill
Refer to Note C6 ‘Intangible assets’ ($2,454.5m)
The key audit matter How the matter was addressed in our audit
The value of goodwill is a key audit matter due to
the size of the balance (being 30.7% of total assets)
and the significant audit effort arising from:
•The Group having 8 groups of Cash Generating
Units (CGUs) for which the impairment of
goodwill is assessed;
•The risk that a reasonably possible
unfavourable change in certain key
assumptions for the Spotless CGU in the
absence of any mitigating factors, may result in
nil headroom for that CGU; and
•The Group reorganising its segments during the
year, necessitating our consideration of the
composition of the Group’s CGUs and the level
at which goodwill was assessed.
We focused on the following key forward looking
assumptions in the Group’s value in use models:
•Projected cash flows: Budgeted Earnings Before
Interest, Tax, Depreciation and Amortisation
(EBITDA) – including the outcome of tenders for
the Spotless CGU;
•Discount rates – these are complicated in
nature and vary according to the conditions
and environment the specific CGU is subject to
from time to time; and
•Long-term growth rates – certain valuations for
CGUs of the Group are highly sensitive to
Our procedures included:
•We obtained an understanding of the Group’s
goodwill impairment assessment process and tested
key controls such as the review and approval of
budgets and forecasts by management and the
Board;
•We considered the appropriateness of the value in
use method applied by the Group to perform the
annual test of goodwill for impairment against the
requirements of the accounting standards.
•We considered the Group’s determination of their
CGUs based on our understanding of the operations
of the Group and how independent cash inflows
were generated, against the requirements of the
accounting standards;
•We analysed the Group’s reorganised segments and
the Group’s internal reporting to assess the Group’s
monitoring and management of activities, and the
allocation of goodwill to CGUs;
•We obtained the Group’s value in use models and
checked amounts to the Board approved FY20
budget and the FY21-FY22 business plan. We
challenged the Group’s projected cash flows by
comparing the budget and business plan to our
understanding of the business and comparing the
actual performance in FY19 to the budget for FY20;
•We challenged the key market based assumption,
being the long term growth rate, against external

58 Downer EDI Limited
changes in this assumption.
The significant judgement involved in key
assumptions required the involvement of valuation
specialists to supplement our senior audit team
members in assessing this key audit matter.
.
analyst reports and published industry growth rates;
•For the Spotless CGU with a higher risk of
impairment, f or projected cash flows we assessed
the inclusion of key ongoing revenue contracts by
comparing the renewal rates in the value in use
models to historical renewal rates. For current
tenders we assessed the probability weighting and
margins based on our understanding of the
businesses historical win rates;
•We assessed the accuracy of previous Group
forecasting to inform our evaluation of forecasts
included in the value in use models. We applied
increased scepticism to current period forecasts in
areas where previous forecasts were not achieved
and/or where future uncertainty is greater or
volatility is expected;
•Working with our valuation specialists we
independently developed a discount rate range
using publicly available market data for comparable
entities, adjusted by risk factors specific to the
Group and the industry it operates in;
•We performed sensitivity analysis on CGUs in two
main areas, being the discount rate and long-term
growth rate assumptions. For the Spotless CGU with
a higher risk of impairment we performed a range of
sensitivity analyses to identify those assumptions at
higher risk of bias or inconsistency in application.
This included the discount rate, long-term growth
rate and projected cash flows. We considered the
sensitivity of the models by varying key assumptions
within a reasonably possible range;
•We assessed the Group’s disclosures of the
quantitative and qualitative considerations in
relation to the valuation of goodwill, by comparing
these disclosures to our understanding and the
requirements of the accounting standards.
Independent Auditor’s Report – continued
for the year ended 30 June 2019

Annual Report 2019 59
Other Information

Other Information is financial and non-financial information in Downer EDI Limited’s annual reporting which is
provided in addition to the Financial Report and the Auditor's Report. The Directors are responsible for the Other
Information.
Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not express
an audit opinion or any form of assurance conclusion thereon, with the exception of the Remuneration Report
and our related assurance opinion.
In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In doing
so, we consider whether the Other Information is materially inconsistent with the Financial Report or our
knowledge obtained in the audit, or otherwise appears to be materially misstated.
We are required to report if we conclude that there is a material misstatement of this Other Information, and
based on the work we have performed on the Other Information that we obtained prior to the date of this
Auditor’s Report we have nothing to report.
Responsibilities of the Directors for the Financial Report
The Directors are responsible for:
•
preparing the Financial Report that gives a true and fair view in accordance with Australian Accounting
Standards and the Corporations Act 2001
•
implementing necessary internal control to enable the preparation of a Financial Report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error
•
assessing the Group’s ability to continue as a going concern and whether the use of the going concern basis
of accounting is appropriate. This includes disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless they either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report

Our objective is:
•
to obtain reasonable assurance about whether the Financial Report as a whole is free from material
misstatement, whether due to fraud or error; and
•
to issue an Auditor’s Report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with Australian Auditing Standards 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 the
Financial Report.
A further description of our responsibilities for the audit of the Financial Report is located at the Auditing and
Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf. This
description forms part of our Auditor’s Report.