Half Yearly Report and Accounts

Page 1 of 1

11 February 2021


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 4D – results for announcement to the market for the half-year ended
31 December 2020;
2. Condensed Consolidated Half-year Financial Report dated 31 December 2020;
3. Market release dated 11 February 2021; and
4. Investor Presentation.

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 DOWNER
www.downergroup.com

Results for announcement to the market
for the half-year ended 31 December 2020
Appendix 4D
31 Dec 2020
31 Dec 2019
%
$'m
$'m
change
Revenue from ordinary activities5,789.7 6,506.6
Other income36.6 2.3
Total revenue and other income from ordinary activities5,826.3 6,508.9 (10.5%)
Total revenue including joint ventures and other income 6,116.0 6,838.5 (10.6%)
162.4 180.4 (10.0%)
195.8 214.8 (8.8%)
73.9 86.3 (14.4%)
99.0 115.5 (14.3%)
Restated
(i)
%
31 Dec 2020
31 Dec 2019
change
cents
cents
Basic earnings per share10.3 13.7 (24.8%)
Diluted earnings per share
(ii)
10.2 13.7 (25.5%)
Net tangible asset backing per ordinary share
(iii)
29.1 (0.3)>100.0%
(i)
(ii)
(iii)
Dividend31 Dec 2020
31 Dec 2019
Interim
Interim
(iv)
Dividend per share (cents)9.014.0
Franked amount per share (cents)0.00.0
Conduit foreign income (CFI)100%100%
Dividend record date25/02/202126/02/2020
Dividend payable date25/03/202125/09/2020
(iv)
The payment of the dividend declared for the comparative period was deferred and paid on 25 September 2020.
Redeemable Optionally Adjustable Distributing Securities (ROADS)
Dividend per ROADS (in Australian cents)1.45 1.87
New Zealand imputation credit percentage per ROADS 100%100%
ROADS payment dateQuarter 1Quarter 2
Instalment date FY202115/09/202015/12/2020
Instalment date FY202016/09/201916/12/2019
For commentary on the results for the period and review of operations, please refer to the Directors' Report and separate
media release.
Earnings before interest and tax
Profit from ordinary activities after tax and 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
At 31 December 2019, the ROADS were anti-dilutive and consequently, diluted EPS remained at 13.7 cents per share.
The net tangible asset backing per ordinary share as at 31 December 2019 has been restated to reflect the correction of payroll
benefit provisions (Refer Note D1 of the Annual Report 30 June 2020). The intangible assets balance have been tax effected.
Basic and diluted EPS calculations for December 2019 were restated as a result of 106.6 million shares issued from the capital
raising announced on 21 July 2020. Under the entitlement offer, 1 new share for each 5.58 outstanding shares were issued at a
discounted price of $3.75 per share. As a result of the new shares issued, the weighted average number of ordinary shares
(WANOS) to calculate EPS needs to be adjusted by a theoretical ex-rights price (TERP) factor. The adjustment factor of 0.9817
was utilised to restate the 31 December 2019 WANOS for the basic and diluted EPS calculations.
1

31 December 2020
for the half-year ended
Downer EDI Limited
ABN: 97 003 872 848
Condensed Consolidated
Financial Report

Condensed Consolidated Financial Report
for the half-year ended 31 December 2020
Contents
Directors' Report
Page 2
Auditor's signed reports
Page 17Auditor's Independence Declaration
Page 18Independent Auditor's Review Report
Financial Report
Page 20Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income
Page 21Condensed Consolidated Statement of Financial Position
Page 22Condensed Consolidated Statement of Changes in Equity
Page 23Condensed Consolidated Statement of Cash Flows
Notes to the condensed consolidated financial report
B1
Segment
information
C1
Borrowings
D1
Trade receivables
and contract
assets
B2
Revenue and
other income
C2
Financing
facilities
D2
Trade payables
and contract
liabilities
B3
Employee
benefits expense
C3
Issued capital
D3
Property, plant
and equipment
B4
Individually
significant items
C4
Non-controlling
interest (NCI)
D4
Intangible assets
B5
Earnings per
share
C5
Reserves
D5
Equity accounted
investments
B6
Subsequent
events
C6
Dividends
D6
Acquisition of
businesses
D7
Disposal groups
held for sale
D8
Contingent
liabilities
Page 44Directors' Declaration
B
Business
performance
C
Capital structure and
financing
D
Other disclosures
Page 24
A
About This Report
Page 25 - 30Page 31 - 37Page 38 - 43
1

DIRECTORS’ REPORT
For the half-year ended 31 December 2020
T
he Directors of Downer EDI Limited (Downer) submit the condensed consolidated financial report of the
Company for the half-year ended 31 December 2020. In accordance with the provisions of the Corporations
Act 2001 (Cth), the Directors’ Report is set out below:
D
irectors
T
he names of the Directors of the Company during, or since the end of the half-year are:
R
M Harding (Chairman, Independent Non-executive Director)
G A Fenn (Managing Director and Chief Executive Officer)
P S Garling (Independent Non-executive Director)
T G Handicott (Independent Non-executive Director)
N M Hollows (Independent Non-executive Director)
C G Thorne (Independent Non-executive Director) ( retired 13 July 2020)
P L Watson (Independent Non-executive Director)
R
EVIEW OF OPERATIONS
COVID-19
D
owner continues to comply with all Government regulations and advice in relation to the COVID-19 pandemic
and has robust Business Continuity Plans in place. Senior managers communicate regularly with their teams
to ensure they are fully informed about the evolving situation and putting in place appropriate strategies.
Downer is committed to working closely with its customers and partners to minimise the impact on operations
while keeping its employees and communities safe.
D
etailed and up-to -date information about Downer’s response to COVID-19 is provided on the home page of
the company’s website (www.downergroup.com).
D
uring the six months to 31 December 2020, there was no material impact on demand for the businesses
within the Group’s Transport, Utilities and Mining service lines. The Hospitality business within the Facilities
service line continues to be significantly affected by COVID-19 regulations and some Asset Services
customers continue to defer non-essential work.
P
RINCIPAL ACTIVITIES
D
owner EDI Limited (Downer) is a leading provider of integrated services in Australia and New Zealand.
Downer employs approximately 50,000 people, mostly in Australia and New Zealand.
D
owner reports its results under five service lines: Transport; Utilities; Facilities; Engineering, Construction &
Maintenance (EC&M); and Mining.
D
owner’s strategy is to focus on its core Urban Services businesses: Transport, Utilities, Facilities and the
Asset Services business within EC&M.
T
hese core Urban Services businesses have:
Demonstrated strength and resilience
Leading market positions and attractive medium and long-term growth opportunities
A high proportion of government and government-related contracts
A capital light, services-based business model generating lower risk, more predictable revenues and
cash flows.
2

As part of its Urban Services strategy, Downer has made significant progress exiting its capital-intensive Mining
businesses. Downer had announced the sale of Open Cut Mining West, Underground, Downer Blasting
Services, Snowden and its share of the RTL Mining and Earthworks joint venture (RTL JV). Downer is in active
discussions with a number of interested parties in relation to the remaining businesses within the Mining
portfolio: Open Cut East and the Otraco tyre management business.
O
n 2 December 2020, Downer announced it had entered an agreement to sell 70% of its Laundries business.
F
or the first six months of the 2021 financial year, an outline of each of the five service lines is set out below.
TRANSPORT
Transport comprises Downer’s Road Services, Rollingstock Services and Projects businesses.
Transport
1 T
otal revenue is a non-statutory disclosure and includes revenue, other income and notional revenue from joint ventures and other
alliances not proportionately consolidated.
2 Downer calculates EBITA by adjusting EBIT to add back acquired intangibles amortisation expense. Due to rounding, divisional
percentages do not add up precisely to 100%.
R
oad Services
D
owner 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.
D
owner 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.
D
owner’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.
D
owner 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.
3

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. C ustomers also include road owners
and businesses operating in a wide range of industries.
Ro
llingstock Services
D
owner 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.
D
owner sets industry best practice with forward-looking technology solutions to deliver safe, efficient and
reliable services for the public transport sector.
D
owner has formed strategic joint ventures and relationships with leading technology and knowledge providers
including Keolis, CRRC, Hitachi and Bombardier.
T
he 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.
D
owner’s rollingstock customers include Sydney Trains, Transport for NSW, Public Transport Authority (WA),
Metro Trains Melbourne, Public Transport Victoria, and Queensland Rail.
Pr
ojects
D
owner 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.
D
owner 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.
4

UTILITIES

Downer offers a range of services to customers across the power and gas, water, telecommunications and
renewables sectors.






Utilities

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.
2 Downer calculates EBITA by adjusting EBIT to add back acquired intangibles amortisation expense. Due to rounding, divisional
percentages do not add up precisely to 100%.


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.

Our performance on the network is benchmarked at activity unit level, repeatedly demonstrable and assessed
against continually improving key performance indicators.

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.


5

Telecommunications

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
• 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 range of industry sectors including defence; education; health; government and hospitality.



Facilities

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.
2 Downer calculates EBITA by adjusting EBIT to add back acquired intangibles amortisation expense. Due to rounding, divisional
percentages do not add up precisely to 100%.

Spotless is the largest integrated facilities management services provider in Australia and New Zealand.
Other businesses in the Facilities service line are AE Smith, Alliance, EPICURE, Mustard, Nuvo and Envar.
The key capabilities of these businesses include:
• Air-conditioning, mechanical and electrical
• Asset maintenance and management
• Catering and hospitality
• Cleaning
• Facilities management
• Security and electronic solutions
• Utility support.

The Facilities services 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.
6

E
NGINEERING, CONSTRUCTION AND MAINTENANCE (EC&M)
D
owner’s EC&M service line includes its Asset Services and Engineering & Construction businesses.
EC&M
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.
2 Downer calculates EBITA by adjusting EBIT to add back acquired intangibles amortisation expense. Due to rounding, divisional
percentages do not add up precisely to 100%.
Asset Services
D
owner is a leading provider of asset maintenance and specialist services to Australia's critical economic
infrastructure including the oil and gas, power generation and industrial sectors.
Oil and gas
Downer’s state-of-the art equipment and technology, and its people’s expertise, supports customers through
the full asset lifecycle. Downer provides maintenance, shutdown, turnaround and outage services, and offers
end-to -end asset management services for the Coal Seam Gas and Liquefied Natural Gas sectors, as well
as for terminals, refineries and petrochemical plants.
Power Generation
Downer is one of the largest providers of power generation asset management services in Australia, offering
the full range of maintenance, shutdown, turnaround, outage and sustaining capital works. This includes
servicing customers that supply 80% of the National Electricity Market. Through DMH, Downer's Alliance
with Mitsubishi Power, Downer is an Original Equipment Manufacturer (OEM) specialist in the maintenance
and overhaul of boilers, turbines and generating plants.
Industrial
Downer provides maintenance, turnaround, shutdown and sustaining capital programs for industrial
operations across Australia’s iron ore, minerals and metals, bulk materials handling and processing sectors.
7

Engineering & Construction

Downer announced in February 2020 that it will focus its construction efforts on areas where it has a
competitive differentiation. As a result, Downer will no longer tender for “hard dollar” construction contracts in
the coal, iron ore and industrial E&I (Electrical & Instrumentation) and SMP (Structural, Mechanical, and Piping)
sectors.

Downer’s Mineral Technologies business is the world leader in fine physical mineral separation solutions,
including spiral gravity concentrators, magnetic and electrostatic separation technology. Mineral
Technologies delivers innovative, process solutions for iron ore, mineral sands, silica sands, coal, chromite,
gold, tin, tungsten, tantalum and several other fine materials.


MINING

An important part of Downer’s Urban Services strategy is to exit its capital-intensive Mining business. Downer
had announced the sale of Open Cut Mining West, Underground, Downer Blasting Services, Snowden and its
share of the RTL Mining and Earthworks joint venture (RTL JV). Downer is in active discussions with a number
of interested parties in relation to the remaining businesses within the Mining portfolio: Open Cut East and the
Otraco tyre management business.



Mining

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.
2 Downer calculates EBITA by adjusting EBIT to add back acquired intangibles amortisation expense. Due to rounding, divisional
percentages do not add up precisely to 100%.



GROUP FINANCIAL PERFORMANCE

For the six-month period ended 31 December 2020, Downer reported a decrease in total revenue and in
earnings before interest, tax and amortisation of acquired intangibles (EBITA). Gearing has decreased by
7.3 percentage points (pp) since June 2020, from 35.5% to 28.2%, and EBITA margin has improved from 3.1%
to 3.2% compared to the prior comparative period (pcp).

The main features of the result for the six-months ended 31 December 2020 were:

• Total revenue of $6.1 billion, down 10.6%
• Statutory EBITA of $195.8 million, down 8.8% from $214.8 million
• EBITA margin of 3.2%, up from 3.1%
• Statutory earnings before interest and tax (EBIT) of $162.4 million, down 10% from $180.4 million
• Statutory net profit after tax and before amortisation of acquired intangible assets (NPATA) of
$99.0 million, down 14.3% from $115.5 million
• Statutory net profit after tax (NPAT) of $75.6 million, down 17.3% from $91.4 million.

8

Gearing has decreased by 7.3pp to 28.2% since June 2020 which shows that the Group was able to de-gear
since the equity raising and despite $83.3 million deferred interim 2020 dividend paid in the period and a
$134.5 million payment made to acquire the remaining 12.2% interest in Spotless.

Cash conversion for the period was 84.1%, up from 4.5% in the pcp, and 97.4% once adjusted for $60.3 million
of cash outflows relating to Individually Significant Items (ISIs) recognised in FY20.

ISIs totalled $25.2 million during the period, ($20.1 million after-tax and interest). These ISIs relates to the fair
value movement of the Downer Contingent Share Option (DCSO) as part of the consideration to acquire the
remaining 12.2% interest in Spotless, the impact of derecognising unamortised deferred financing costs
following the termination of the Spotless financing arrangement, impairment of non-current assets, the gains
recognised on divestments made during the period and transaction costs. Refer to Note B4 to the Financial
Report for further details.

The table below provides a comparison of the underlying
1
earnings for HY21 versus the results for HY20 and
a reconciliation to statutory NPAT.

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.
2- Total underlying EBITA for the Facilities segment was $67.3m (HY20: $75.9m). Refer to Note B1.
3- Total underlying EBITA for the EC&M segment was $9.0m (HY20: loss of $37.4m). Refer to Note B1.
4- Downer calculates EBITA and NPATA by adjusting EBIT and NPAT to add back acquired intangible assets amortisation expense.
Group HY21: $33.4m, $23.4m after-tax. (HY20: $34.4m, $24.1m after-tax).

Underlying
1
EBITA (A$m )
Reporting
Segm ent
HY21HY20Variance (%)
TransportTransport99.7 112.5 (11.4%)
UtilitiesUtilities54.1 63.0 (14.1%)
Fac ilities
2
Fac ilities62.5 68.7 (9.0%)
Asset Services
3
EC& M11.6 22.4 (48.2%)
Core Urban Services Businesses227.9 266.
6 (14.5%)
Engineering & Construction
3
(Dow ner)EC& M (2.6) (59.8)95.7%
Businesses in w ind dow n (2.6) (59.8)95.
7%
MiningMining38.7 43.7 (11.4%)
Laundries
2
Fac ilities4.5 7.0 (35.7%)
Hos pitality
2
Fac ilities0.3 0.2 50.0%
Businesses under review or to be sold43.5 50.
9 (14.5%)
CorporateUnallocated (47.8) (42.9)(11.4%)
Group Underlying EBITA
4
221.0 214.8 2.9%
Amortisation of acquired intangibles (pre-tax) (33.4) (34.4)2.9%
Underlying EBIT187.6 180.4 4.0%
Net interest expense (51.8) (53.5)3.2%
Tax expense (40.1) (35.5)(13.0%)
Underlying NPAT95.7 91.4 4.7%
Amortisation of acquired intangibles (post tax)23.4 24.1 (2.9%)
Underlying NPATA
4
119.1 115.5 3.1%
Items outside of underlying NPATA (29.5)-
Tax ef f ect on items outside NPATA9.4 -
Statutory NPATA99.0 115.5 (14.3%)
Amortisation of acquired intangibles (post tax) (23.4) (24.1)(2.9%)
Statutory NPAT75.6 91.4 (17.3%)
9

REVENUE

Total revenue for the Group decreased by 10.6% or $722.5 million, to $6.1 billion.

Transport revenue increased by 13.0%, or $284.1 million, to $2.5 billion due to continuing strong performance
in the Road Services business, particularly in Australia, and increased contributions from Projects in Australia
and New Zealand. These increases were partially offset by lower activities in Rollingstock Services as Waratah
bogie overhaul activities completed.

Utilities revenue decreased by 28.0%, or $396.4 million, to $1.0 billion largely due to the continued wind-down
of NBN contracts. This was partially offset by growth in the Defence business and increased activities in Power
& Gas.

Facilities revenue decreased by 20.9%, or $368.1 million, to $1.4 billion largely due to the impact of
COVID-19 on Hospitality and projects completions in both Australia and New Zealand.

EC&M revenue decreased by 28.4%, or $200.6 million, to $505.8 million as a result of project completions and
reduced construction activity in line with Downer’s strategy of reducing its exposure to selected construction
markets. The Asset Services business continued to be impacted by COVID-19 resulting in customers deferring
non-essential maintenance.

Mining revenue decreased by 5.2%, or $40.4 million, to $737.0 million as a result of contract completions and
the cessation of revenue from Snowden and the RTL JV.


EXPENSES

Total expenses decreased by 10.6% or $675.1 million compared to the pcp. If $47.1 million of ISIs are
excluded, total expenses decreased by 11.4%.

Employee benefits expenses decreased by 6.3%, or $133.8 million, to $2.0 billion and represent 35.3% of
Downer's cost base. The decrease is mainly due to contract completions, reduced activities in Hospitality and
the benefit of restructuring activities made in FY20. These decreases were partially offset by a shift in the mix
of labour from subcontractors to direct labour.

Subcontractor costs decreased by 15.7%, or $356.8 million, to $1.9 billion and represent 33.8% of Downer's
cost base. This decrease is a result of completed contracts during the period and the change in the
subcontractor mix.

Raw materials and consumables costs decreased by 17.3%, or $185.5 million, to $0.9 billion and represent
15.7% of Downer's cost base. The decrease is mainly due to completion of the Waratah bogie overhaul
activities in Rollingstock Services and from contract completions activities, particularly in the EC&M and
Utilities segments.

Plant and equipment costs decreased by 2.7%, or $8.9 million, to $325.2 million and represent 5.7% of
Downer's cost base. The decrease in plant and equipment costs is attributed to a less capital-intensive
business as well as initiatives to drive efficient plant and equipment usage and maintenance practices.

Depreciation on leased assets increased by 32.5%, or $21.9 million, to $89.3 million and represent 1.6% of
Downer's cost base. This increase is a result of investment in equipment on a lease basis.

Other depreciation and amortisation decreased by 2.1%, or $3.9 million, to $177.6 million and represent 3.1%
of Downer's cost base. The decrease is driven by the normal run-off of assets useful life.

Impairment of non-current assets of $28.1 million represents the impairment recognised to adjust the carrying
value of the Property, plant and equipment and other assets of the Open Cut Mining West business to its
expected recoverable value as an agreement had been reached to dispose of this business.


10

Other expenses, which include communication, travel, occupancy and professional fees costs, decreased by
12.9%, or $36.2 million to $243.7 million and represent 4.3% of Downer’s cost base. The decrease is mainly
due to reduced travel and discretionary expenses across the Group. Other expenses include $19.0 million of
ISIs as described in Note B4 to the Financial Report. Excluding these items, Other expenses would have
decreased by $55.2 million or 19.7% to $224.7 million and would represent 4.0% of Downer’s cost base.


EARNINGS

Statutory EBIT of $162.4 million was $18.0 million lower than pcp driven by lower contributions from Transport,
Utilities, Facilities and Mining as a result of contract completions and some COVID-19 impact. These
movements were partially offset by a higher contribution from EC&M as the pcp included non-recurring contract
losses.

EBITA for the period of $195.8 million includes $25.2 million (pre-tax) of ISIs as described in Note B4 to the
Financial Report. Excluding ISIs, the underlying EBITA for the Group increased by 2.9% or, $6.2 million to
$221.0 million.

Statutory NPAT for the Group decreased by 17.3% or, $15.8 million, to $75.6 million and includes $20.1 million
after-tax ISIs.

Underlying NPATA for the Group increased by 3.1% or, $3.6 million to $119.1 million, while statutory NPATA
of $99.0 million has decreased $16.5 million.

A reconciliation of the underlying result to the statutory result is provided in the table below:


1- The initial recognition of the fair value of the Downer Contingent Share Option (DCSO) was $16.7 million as at 12 August 2020 and
recorded as a current financial liability. The fair value of the DCSO have been calculated using an option pricing model reflecting the
three tranches of the DCSO. The fair value of the DCSO issued as at the date the transaction completed was determined using an
option pricing model. The key assumptions used in this assessment were a TERP adjusted share price of $4.30, option volatility of
40%, interest of 0.31% and dividend yield of 8.5%. The DCSO was remeasured to fair value at 31 December 2020, with any fair value
movements recognised through the income statement. As the Downer share price has increased from $4.30 to $5.33 at 31 December
2020 this has resulted in a fair value movement of $14.0 million.
2- Includes impairment of assets of Open Cut Mining West, offset by gains on Snowden and RTL JV.


Transport EBITA decreased by 11.4%, or $12.8 million to $99.7 million driven by lower contribution from the
Keolis Downer joint venture as Yarra Trams patronage was impacted by COVID-19 and lower contribution
from Rollingstock Services as Waratah bogie overhaul activities completed. Road Services in Australia and
New Zealand continued to perform strongly.

Utilities EBITA decreased by 14.1% to $54.1 million mainly due to reduced contribution from NBN contracts
as the project winds down, partially offset by higher contribution in Water and Power projects in Australia and
New Zealand.


$'m E B I T A Interest Tax N P AT A
Deduct:
Amortisation of
acquired
intangibles
(post-tax)
N P AT
Underlying results221.0 (51.8) (50.1) 119.1 (23.4) 95.7
Fair value on Downer Contingent Share Option (DCSO)
1
(14.0) - - (14.0) - (14.0)
Termination of Spotless financing arrangements
- (4.3) 1.3 (3.0) - (3.0)
Laundries transaction costs (including Stamp duty)
(4.0) - 1.0 (3.0) - (3.0)
Mining Divestments (net of transaction costs)
2
(7.2) - 7.1 (0.1) - (0.1)
Total items outside underlying results
(25.2) (4.3) 9.
4 (20.1) - (20.1)
Statutory result - profit / (loss)
195.8 (56.1) (40.7) 99.0 (23.4)
75.6
11

Facilities EBITA decreased by 16.6% to $63.3 million driven by lower contribution from Health and Education;
completion of construction contracts not fully replaced; reduced activities in the Hospitality sector due to
COVID-19; and reduced volumes in the Laundries business. The Facilities EBITA includes $4.0 million in
relation to Laundries divestment transaction costs as described in Note B4 to the Financial Report.

EC&M EBITA increased by $46.4 million to $9.0 million as the pcp included non-recurring contract losses. This
was partially offset by lower contribution from the Asset Services business as COVID-19 has resulted in
deferral of shutdowns and plant maintenance activities.

Mining EBITA decreased by 27.9%, or $12.2 million to $31.5 million mainly due to lower margins on contracts
and the net impact of $7.2 million relating to Mining divestments as described in Note B4 to the Financial
Report.

Corporate costs increased by $4.9 million, to $47.8 million mainly due to higher information technology and
insurance costs in the period.

Net finance costs in creased by $2.6 million or, 4.9%, to $56.1 million. Included in net finance costs is
$4.3 million of pre-tax ISIs in relation to termination of Spotless financing arrangements as described in
Note B4 to the Financial Report. Excluding ISIs, net finance costs would have been $1.7 million favourable to
pcp, due to lower interest on drawn debt driven by downward movement in Australian Dollar rates and lower
levels of debt.

Effective tax rate is 28.9% which is lower than the statutory corporate tax rate of 30% due to the impact of
items including offset of capital losses against capital gains on divestments, non-taxable distributions from joint
ventures and lower tax rates in overseas jurisdictions (e.g. New Zealand).


OPERATING CASH FLOW

Operating cash flow was strong at $350.2 million, a major improvement from the $4.5 million outflow in the pcp
and represents a cash conversion of 84.1% of adjusted earnings before interest, tax, depreciation and
amortisation (EBITDA). Included within the operating cash flow is $60.3 million in relation to ISIs recognised
in FY20 (mainly restructuring cost and shareholder class action settlement) being the cash outflow incurred
during the current period. Excluding the cash outflows for FY20 ISIs, cash conversion would be 97.4%.


INVESTING CASH

Total investing cash outflow was $251.6 million, $29.6 million, or 13.3%, higher than pcp. This was mainly due
to $134.5 million paid in relation to the acquisition of the remaining 12.2% interest in Spotless, offset by lower
payments for property, plant and equipment and for intangible assets and from the proceeds received following
the sale of Snowden and the interest in RTL JV.


DEBT AND BONDING

The Group’s performance bonding facilities totalled $2,035.2 million at 31 December 2020 with $585.1 million
undrawn. There is sufficient available capacity to support the ongoing operations of the Group.

As at 31 December 2020, the Group had liquidity of $1.9 billion comprising cash balances of $550.4 million
and undrawn committed debt facilities of $1.3 billion.

During the period, the Group raised $399.7 million from the issue of new shares in order to rebalance the
Group's gearing and overall liquidity positions, and in anticipation of the payments for the purchase of the
Spotless shares it did not already own. In December 2020, the Group established a new $1.4 billion syndicated
sustainability linked loan facility. This new facility replaces the Spotless $888.7 million and Downer
$400 million syndicated bank loan facilities as the Group's primary source of financing. In addition, $145 million
of Spotless bilateral bank loan facilities were refinanced at the Downer level.

The Group continues to be rated BBB (Stable) by Fitch Ratings.


12

BALANCE SHEET

Following the agreements reached in relation to Downer Blasting Services (DBS) , Open Cut Mining West and
Spotless Laundries businesses, the completion of these sales within twelve months is considered highly
probable. As such, the recoverable value of the assets and liabilities are classified as Disposal groups and
presented separately as Assets/Liabilities held for sale.

The net assets of Downer increased by $322.9 million, or 12.3% to $2.9 billion, mainly as a result of capital
raising funds received in the period.

Net debt is calculated as borrowings (excluding lease liabilities) less the cash and cash equivalents. Net debt
has decreased $297.2 million to $1,183.3 million mainly driven by $367.5 million lower borrowings following
debt repayments made in the period as a result of capital raising funds. This was offset by a lower cash position
since 30 June 2020 (reduced by $38.1 million) and unfavourable movements on mark to market derivatives.
The strong operating cash flow and lower capital expenditure compared to the pcp further contributed to a
lower net debt position.
Group gearing at 31 December 2020 was 28.2% (calculated on a pre-AASB 16 basis) which is 7.3 pp lower
than 30 June 2020. This reduction was achieved despite payment of the deferred 2020 interim dividend
($83.3 million) and payment of $134.5 million for the remaining 12.2% interest in Spotless.

Total trade receivables and contract assets decreased by 9.5%, or $230.1 million, to $2,181.0 million reflecting
contract completions and strong cash collections during the period. The decrease also reflects $43.5 million
that has been classified to Assets held for sale in relation to the divestments described in Note D7 to the
Financial Report.

Inventories decreased by 20.7%, or $69.1 million, to $264.9 million reflecting $72.0 million reclassified to
Assets held for sale in relation to inventories held at Laundries and Mining. Excluding this reclassification,
inventories would have increased $2.9 million.

Current tax assets decreased by 75.2%, or $49.0 million, to $16.2 million reflecting tax refund received and
timing of tax payments.

Assets held for sale of $581.5 million represent the assets that will be disposed as part of the sale of Blasting
Services, Laundries, and Open Cut Mining West businesses as described in Note D7 to the Financial Report.

Interest in equity accounted investments increased by 0.9%, or $1.0 million, to $111.6 million mainly reflecting
$9.8 million additional investment in Keolis Downer in the period, offset by $8.1 million interest in RTL JV sold
and the net impact of profit and distributions received during the period.

Property, plant and equipment decreased by 26.2%, or $353.2 million, to $997.0 million after
$333.6 million of transfers made to Assets held for sale. Excluding this transfer, Property, plant and equipment
would have reduced by $19.6 million with depreciation and impairment charges of $151.2 million, disposal of
$25.7 million partially offset by $157.8 million of additions during the period.

Right-of-use assets decreased $62.8 million to $529.8 million. The decrease includes $79.9 million that has
been classified to Assets held for sale. Excluding this classification, Right-of-use assets would have increased
by $17.1 million, reflecting new leases and extensions arrangements entered during the period.

Intangible assets decreased by 1.8%, or $53.1 million, to $2,843.0 million with $46.6 million of amortisation
charges in the period and $24.6 million transfers to Assets held for sale, partially offset by $17.4 million
additional investment in software during the period.

Net deferred tax balances (net of deferred tax asset and liabilities) of $47.5 million increased by 1.1%, or
$0.5 million reflecting the net position of deferred tax; including the consolidation of the Spotless tax
consolidated group into the Downer tax consolidated group.


13

Total trade payables and contract liabilities decreased by 14.4%, or $362.8 million, to $2,163.4 million primarily
due to payment of the deferred 2020 interim dividend ($83.3 million), settlement of the Spotless shareholder
class action and lower trade payables and contract liabilities balances as a result of lower revenue during the
period. The decrease also reflects $29.0 million that has been reclassified to Liabilities held for sale in relation
to the divestments described in Note D7 to the Financial Report. Trade payables and contract liabilities
represent 40.7% of Downer’s total liabilities.

Other financial liabilities increased by 50.2%, or $30.2 million, to $90.4 million, representing 1.7% of Downer’s
total liabilities. The increase mainly reflects the recognition of the fair value of the Downer Contingent Share
Option (DCSO) arising from the transaction to acquire the shares in Spotless that it did not already own during
the period. Refer to Note B4 to the Financial Report.

Lease liabilities decreased by 10.4%, or $79.2 million, to $684.0 million and represent 12.9% of Downer’s total
liabilities. The decrease mainly relates to $91.8 million of leases classified to Liabilities held for sale. Excluding
this classification, lease liabilities would have increased by $12.6 million largely reflecting new and extended
lease arrangements entered into during the period.

Liabilities held for sale of $165.0 million represent total liabilities that will be disposed as part of the sale of
Blasting Services, Laundries, and Open Cut Mining West businesses as described in Note D7 to the Financial
Report.

Provisions decreased by 4.8%, or $26.4 million, to $519.2 million, representing 9.8% of Downer’s total
liabilities. The decrease is mainly driven by employee related provision utilised during the period. Employee
related provisions (annual leave and long service leave) made up 79.4% of this balance with the remainder
covering contract provisions, decommissioning and restructuring and warranty obligations.

Total Equity increased by $322.9 million, driven by $393.4 million from the equity raising (net of costs) and
$75.6 million of net profit after tax. This was partially offset by the $140.9 million derecognition of non-
controlling interest (NCI) in Spotless following the acquisition of the remaining 12.2% interest during the period.
Net foreign currency gains on translation of foreign operations, particularly in New Zealand, resulted in a
movement in the foreign currency translation reserve of $3.1 million.



DIVIDENDS


The Downer Board resolved to pay an interim dividend of 9.0 cents per share, unfranked (14.0 cents per share
unfranked in the prior corresponding period), payable on 25 March 2021 to shareholders on the register at 25
February 2021. The unfranked dividend 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 2020 has a yield of 4.32% per annum payable quarterly in arrears, with the next payment
due on 15 March 2021. As this dividend is fully imputed (the New Zealand equivalent of being fully franked),
the actual cash yield paid by Downer will be 3.11% per annum until the next reset date.

Consistent with prior year, the Company’s Dividend Reinvestment Plan remains suspended.




14

ZERO HARM

Downer’s
1
Lost Time Injury Frequency Rate (LTIFR) increased to 0.63 from 0.60 and its Total Recordable
Injury Frequency Rate (TRIFR) decreased to 2.68 from 2.82 per million hours worked
2
.



OUTLOOK

Downer’s strategy is to focus on its Urban Services businesses – Transport, Utilities, Facilities and Asset
Services – because these businesses have:
 demonstrated strength and resilience;
 leading market positions and attractive medium and long-term growth opportunities;
 a high proportion of government and government-related contracts; and
 a capital light, services-based business model generating lower risk, more predictable revenues and
cash flows.

These Urban Services businesses have work-in -hand of $36.2 billion and it is expected that demand will
remain strong due to continuing investment by both governments and blue-chip industrial companies.


Subsequent events

As announced to the market on 18 November 2020, 2 December 2020 and 15 December 2020, Downer has
entered agreements for the sale of the Downer Blasting Services, Spotless Laundries and Open Cut Mining
West businesses respectively.

On 1 February 2021, the sale of Open Cut Mining West was completed. Downer received an initial payment
of $109.0 million, while an additional $66.0 million will be received in 12 equal monthly instalments of
$5.5 million commencing in February 2021. A further $30.0 million will be received from the unwind of working
capital balances. Completions of the sales of Downer Blasting Services and Laundries, and the sale of other
non-core businesses, are progressing as expected.

On 20 January 2021, Downer announced underground mining services at OZ Minerals' Carrapateena mine
will transition from Downer to Byrnecut Australia.
Outside of the above, at the date of this report, there have been no other matters or circumstances that have
arisen since the end of the financial period 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 periods.


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.

15

Auditor’s independence declaration
The auditor’s independence declaration, as required under Section 307C of the Corporations Act 2001, is set
out on page 17.
S
igned in accordance with a resolution of the Directors.
O
n behalf of the Directors
R
M Harding
Chairman
Sydney, 11 February 2021
16

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 review of Downer EDI Limited
for the half-year ended 31 December 2020 there have been:
i.no contraventions of the auditor independence requirements as set out in the
Corporations Act 2001 in relation to the review; and
ii.no contraventions of any applicable code of professional conduct in relation to the review
.
KPM_INI_01
KPMG
Nigel Virgo
Partner
Sydney
11 February 2021
17
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms
affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG
name and logo are trademarks used under license by the independent member firms of the KPMG global organisation.
Liability limited by a sc
heme approved under Professional Standards Legislation.

Independent Auditor’s Review Report
To the Shareholders of Downer EDI Limited
Conclusion


We have reviewed the accompanying
Condensed Consolidated Half-year
Financial Report of Downer EDI Limited.
Based on our review, which is not an
audit, we have not become aware of any
matter that makes us believe that the
Condensed Consolidated Half-year
Financial Report of Downer EDI Limited
does not comply with the Corporations Act
2001, including:
•
giving a true and fair view of the
Group’s financial position as at 31
December 2020 and of its
performance for the half-year ended on
that date; and
•
complying with Australian Accounting
Standard AASB 134 Interim Financial
Reporting and the Corporations
Regulations 2001.
The Condensed Consolidated Half-year Financial
Report comprises:
•
Condensed Consolidated Statement of Financial
Position as at 31 December 2020
•
Condensed Consolidated Statement of Profit or
Loss and Other Comprehensive, Condensed
Consolidated Statement of Changes in Equity and
Condensed Consolidated Statement of Cash Flows
for the half-year period ended on that date
•
Notes A to D comprising a summary of significant
accounting policies and other explanatory
information
•
The Directors’ Declaration.
The Group comprises Downer EDI Limited (the
Company) and the entities it controlled at the Half-
year’s end or from time to time during the half-year.
Basis for Conclusion
We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by
the Independent Auditor of the Entity. Our responsibilities are further described in the Auditor’s
Responsibilities for the Review of the Financial Report section of our report.
We are independent
of the Group in accordance with the auditor independence requirements of 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 (including Independence
Standards)
(the Code) that ar e relevant to our audit of the annual financial report in Australia. We
have also fulfilled our other ethical responsibilities in accordance with the Code.
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms
affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG
name and logo are trademarks used under license by the independent member firms of the KPMG global organisation.
Liability limited by
a scheme approved under Professional Standards Legislation.
18

Responsibilities of the Directors for the Condensed Consolidated Half-year Financial Report
The Directors of the Company are responsible for:
•
the preparation of the Condensed Consolidated Half-year Financial Report that gives a true and
fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
•
such internal control as the Directors determine is necessary to enable the preparation of the
Condensed Consolidated Half-year Financial Report that gives a true and fair view and is free
from material misstatement, whether due to fraud or error.
Auditor’s Responsibilities for the Review of the Condensed Consolidated Half-year Financial
Report
Our responsibility is to express a conclusion on the Condensed Consolidated Half-year Financial
Report based on our review. ASRE 2410 requires us to conclude whether we have become aware
of any matter that makes us believe that the Condensed Consolidated Half-year Financial Report
does not comply with the Corporations Act 2001 including giving a true and fair view of the
Group’s financial position as at 31 December 2020 and its performance for the Half-year ended on
that date, and complying with Australian Accounting Standard AASB 134 Interim Financial
Reporting and the Corporations Regulations 2001.
A review of a Condensed Consolidated Half-year Financial Report consists of making enquiries,
primarily of persons responsible for financial and accounting matters, and applying analytical and
other review procedures. A review is substantially less in scope than an audit conducted in
accordance with Australian Auditing Standards and consequently does not enable us to obtain
assurance that we would become aware of all significant matters that might be identified in an
audit. Accordingly, we do not express an audit opinion.
KPMG
Stephen Isaac
Partner
Nigel Virgo
Partner
Sydney
11 Februa
ry 2021
19

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income
for the half-year ended 31 December 2020
DecDec
2020
2019
Note
$'m
$'m
Revenue5,789.7 6,506.6
Other income36.6 2.3
Total revenue and other incomeB25,826.3 6,508.9
Employee benefits expenseB3(2,001.1)(2,134.9)
Subcontractor costs(1,913.2)(2,270.0)
Raw materials and consumables used(887.8)(1,073.3)
Plant and equipment costs(325.2)(334.1)
Depreciation on leased assetsD4(89.3)(67.4)
Other depreciation and amortisation D3, D4(177.6)(181.5)
Impairment of non-current assetsB4(28.1) -
Other expenses from ordinary activities (243.7)(279.9)
Total expenses(5,666.0)(6,341.1)
Share of net profit from equity accounted investmentsD52.1 12.6
Earnings before interest and tax162.4 180.4
Finance income2.6 3.9
Lease finance costs (14.4)(12.6)
Other finance costs(44.3)(44.8)
Net finance costs(56.1)(53.5)
Profit before income tax106.3 126.9
Income tax expense(30.7)(35.5)
Profit after income tax75.6 91.4
Profit for the period is attributable to:
Non-controlling interest1.7 5.1
Members of the parent entity73.9 86.3
Profit for the period75.6 91.4
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Exchange differences arising on translation of foreign operations3.4 1.2
Net gain / (loss) on foreign currency forward contracts2.1 (5.0)
Net loss on cross currency and interest rate swaps(3.6)(1.3)
Income tax effect of items above0.5 2.2
Other comprehensive income / (loss) for the period (net of tax)2.4 (2.9)
Other comprehensive income / (loss) for the period is attributable to:
Non-controlling interest0.3 0.1
Members of the parent entity2.1 (3.0)
Other comprehensive income / (loss) for the period2.4 (2.9)
Total comprehensive income for the period78.0 88.5
Earnings per share (cents)Restated
Basic earnings per share
(ii)
B510.3 13.7
Diluted earnings per share
(i)(ii)
B510.2 13.7
(i)
At 31 December 2019, the ROADS were anti-dilutive and consequently diluted EPS remained at 13.7 cents per share.
(ii)
The condensed consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes on pages 24 to 43.
The 31 December 2019 figures have been adjusted to reflect the impact of the equity raising that occurred during the current period.
20

Condensed Consolidated Statement of Financial Position
as at 31 December 2020
DecJun
2020
2020
Note
$'m
$'m
ASSETS
Current assets
Cash and cash equivalents 550.4 588.5
Trade receivables and contract assetsD12,083.7 2,315.9
Other financial assets27.0 26.2
Inventories264.9 334.0
Lease receivables16.4 18.5
Current tax assets16.2 65.2
Prepayments and other assets36.0 56.4
Assets held for saleD7581.5 -
Total current assets3,576.1 3,404.7
Non-current assets
Trade receivables and contract assetsD197.3 95.2
Equity accounted investmentsD5111.6 110.6
Property, plant and equipmentD3997.0 1,350.2
Right-of-use assets529.8 592.6
Intangible assetsD42,843.0 2,896.1
Other financial assets7.7 21.4
Lease receivables36.4 48.3
Deferred tax assets49.1 141.5
Prepayments and other assets8.9 11.9
Total non-current assets4,680.8 5,267.8
Total assets8,256.9 8,672.5
LIABILITIES
Current liabilities
Trade payables and contract liabilitiesD22,134.9 2,497.4
BorrowingsC1 - 1.4
Lease liabilitiesC3152.9 168.9
Other financial liabilities63.4 45.8
Employee benefits provision363.8 377.1
Other provisions70.2 74.1
Current tax liabilities6.1 11.0
Liabilities held for saleD7165.0 -
Total current liabilities2,956.3 3,175.7
Non-current liabilities
Trade payables and contract liabilitiesD228.5 28.8
BorrowingsC11,683.8 2,049.9
Lease liabilitiesC3531.1 594.3
Other financial liabilities27.0 14.4
Employee benefits provision48.3 55.0
Other provisions36.9 39.4
Deferred tax liabilities1.6 94.5
Total non-current liabilities2,357.2 2,876.3
Total liabilities5,313.5 6,052.0
Net assets2,943.4 2,620.5
EQUITY
Issued capitalC32,827.6 2,429.7
ReservesC5(54.8)(47.7)
Retained earnings165.3 94.3
Parent interests2,938.1 2,476.3
Non-controlling interestC45.3 144.2
Total equity2,943.4 2,620.5
The condensed consolidated statement of financial position should be read in conjunction with the accompanying notes on pages 24
to 43.
21

Condensed Consolidated Statement of Changes in Equity
for the half-year ended 31 December 2020
Dec 2020
$'m
Issued
capitalReserves
Retained
earnings
Total
attributable
to owners
of the
parent
Non-
controlling
interestTotal
Balance at 30 June 2020
2,429.7 (47.7)94.3 2,476.3 144.2 2,620.5
Profit after income tax
- - 73.9 73.9 1.7 75.6
Other comprehensive income for the period
(net of tax)
- 2.1 - 2.1 0.3 2.4
Total comprehensive income for the period - 2.1 73.9 76.0 2.0 78.0
Capital raising (net of transaction costs and tax)393.4 - - 393.4 - 393.4
Vested executive incentive share transactions
4.5 (4.5) - - - -
Share-based employee benefits expense
- 0.2 - 0.2 - 0.2
Tax on share-based transactions
- 1.3 - 1.3 - 1.3
Acquisition of Non-controlling interest
- (6.2) - (6.2)(140.9)(147.1)
Payment of dividends
(i)
- - (2.9)(2.9) - (2.9)
Balance at 31 December 2020
2,827.6 (54.8)165.3 2,938.1 5.3
2,943.4
Total
Restated balance at 30 June 2019
(i)
2,425.1 (27.5)481.4 2,879.0 153.8 3,032.8
-
(62.8)(62.8)(3.2)(66.0)
Balance at 1 July 20192,425.1 (27.5)418.6 2,816.2 150.6 2,966.8
Profit after income tax - - 86.3 86.3 5.1 91.4
Other comprehensive loss for the period
(net of tax)
- (3.0) - (3.0)0.1 (2.9)
Total comprehensive income for the period - (3.0)86.3 83.3 5.2 88.5
Vested executive incentive share transactions4.6 (4.6) - - - -
Share-based employee benefits expense - 1.0 - 1.0 - 1.0
Income tax relating to share-based transactions
during the period
-
1.0
- 1.0 - 1.0
Payment of dividends
(iii)
- - (87.0)(87.0) - (87.0)
Restated balance at 31 December 2019
2,429.7 (33.1)417.9 2,814.5 155.8
2,970.3
The condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes on pages 24 to
43.
(iii)
Relates to the 2019 final dividend of $83.3 million and $3.7 million ROADS dividends paid during the financial period.
(i)
June 2019 balances have been restated following review of the Group's compliance with Enterprise Agreements (EA's) and Modern
Award obligations. Refer to Note D1 of the 30 June 2020 Annual Report.
(i)
$2.9 million ROADS dividend paid during the financial period.
Total
attributable
to owners
of the
parent
Issued
capital
Non-
controlling
interest
Retained
earningsReserves
Dec 2019
$'m
(ii)
Refer to Annual Report as at 30 June 2020 for details on opening balance adjustments made on application of new accounting
standard AASB 16 Leases.
Opening balance adjustment on application of
AASB 16
(ii)
(net of tax)
22

Condensed Consolidated Statement of Cash Flows
for the half-year ended 31 December 2020
Dec
Dec
2020
2019
Note
$'m
$'m
Cash flows from operating activities
Receipts from customers6,660.0 6,991.2
Payments to suppliers and employees(6,280.5)(6,981.2)
Distributions from equity accounted investeesD52.8 9.5
Operating cash flow before interest and tax382.3 19.5
Interest received1.4 2.7
Interest paid on lease liabilities
(14.4)(12.6)
Interest and other costs of finance paid(39.4)(41.1)
Income tax received20.3 27.0
Net cash generated from / (used in) operating activities 350.2 (4.5)
Cash flows from investing activities
Proceeds from sale of property, plant and equipment16.9 11.0
Payments for property, plant and equipment(117.6)(150.1)
Payments for intangible assets(17.4)(31.7)
Payment to acquire remaining shares in NCIC4(134.5) -
Payments of deferred consideration on acquisition of businessesD6(0.1)(19.3)
Proceeds from sale of business6.3 -
Proceeds from sale of equity accounted investments18.8 -
Investment in equity accounted investments(9.8) -
Advances to equity accounted investments(7.5)(6.3)
Purchases of assets as a lessor(6.7)(25.6)
Net cash used in investing activities(251.6)(222.0)
Cash flows from financing activities
Proceeds from issue of shares (net of costs)390.7 -
Proceeds from borrowings 2,619.0 3,772.3
Repayments of borrowings(2,968.4)(3,586.6)
Payment of principal of lease liabilities(93.7)(67.1)
Dividends paid(86.2)(87.0)
Net cash (used in) / generated by financing activities(138.6)31.6
Net decrease in cash and cash equivalents(40.0)(194.9)
Cash and cash equivalents at the beginning of the period588.5 710.7
Effect of exchange rate changes1.9 (0.9)
Cash and cash equivalents at the end of the period550.4 514.9
The condensed consolidated statement of cash flows should be read in conjunction with the accompanying notes on pages 24 to 43.
23

Notes to the condensed consolidated financial report
for the half-year ended 31 December 2020
A. About This Report
Statement of compliance
New accounting standards
a) New and amended accounting standards adopted by the Group
b) New accounting standards and interpretations not yet adopted
Rounding of amounts
Accounting estimates and judgements
- Disclosure of the Effect of New IFRS Standards Not Yet issued in Australia (Amendments to AASB 1054)
The condensed consolidated half-year Financial Report (Financial Report) represents the consolidated results of Downer
EDI Limited (ABN 97 003 872 848). The Financial Report is a general purpose financial statement which has been prepared
in accordance with AASB 134 Interim Financial Reporting and the Corporations Act 2001 (Cth), and with IAS 34 Interim
Financial Reporting.
The Financial Report does not include all the information required for an annual financial report and should be read in
conjunction with the 2020 Annual Report.
Accounting policies are selected and applied in a manner that ensures the resulting financial information satisfies the
concepts of relevance and reliability, thereby ensuring that the substance of the underlying transactions or other events is
reported. The accounting policies and methods of computation applied in the Financial Report are consistent with those of
the previous financial year and corresponding interim period. Note D7 includes the accounting policy for Disposal groups
which has become a significant policy during the period.
During the period, the Group has applied a number of new and revised accounting standards issued by the Australian
Accounting Standards Board (AASB) that are mandatorily effective for an accounting period that begins on or after 1 July
2020, as follows:
- Amendments to Australian Accounting Standards - References to Conceptual Framework
- Definition of Business (Amendments to AASB 3)
- Definition of Material (Amendments to AASB 101 and AASB 8)
- Interest Rate Benchmark Reform (Amendments to AASB 139, AASB 7 and AASB 9)
These new or amended standards are not expected to have a significant impact on the Group’s consolidated financial
statements when they are adopted.
None of the above new and amended accounting standards have had a significant impact on the Group's consolidated
financial statements.
Significant judgement, estimates and assumptions about future events are made by management when applying
accounting policies and preparing the Financial Report which are consistent with those described in the 2020 Annual
Report.
Amounts in the Financial Report are presented in Australian dollars unless otherwise noted and has been prepared on a
historical cost basis, except for revaluation of certain financial instruments.
The Financial Report was authorised for issue by the Directors on 11 February 2021.
- Onerous Contracts - Cost of fulfilling a Contract (Amendments to AASB 137)
The following standards, amendments to standards and interpretations are relevant to current operations. They are
available for early adoption but have not been applied by the Group in this Financial Report.
- Amendments to Australian Accounting Standards - Sale or Contribution of Assets between an Investor and its Associate
or Joint Venture (AASB 2014-10)
Downer is a company of the 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 expressly 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 in accordance with that Instrument. Amounts shown as $-
represent amounts less than $50,000 which have been rounded down.
24

Notes to the condensed consolidated financial report - continued
for the half-year ended 31 December 2020
B. Business performance
B1. Segment informationB4. Individually significant items
B2. Revenue and other incomeB5. Earnings per share
B3. Employee benefits expenseB6. Subsequent events
B1. Segment information
Identification of reportable segments
Dec 2020
$'mTransportUtilities
Facilities
EC&MMining Total
2,182.2 1,019.7 1,387.0 505.8 729.5 2.1 5,826.3
279.9 -2.3-7.5-289.7
2,462.1 1,019.7 1,389.3 505.8 737.0 2.1 6,116.0
99.7 54.1 67.3 9.0 38.7 (47.8)221.0
Mining divestments
- - - - (7.2)-(7.2)
- - (4.0) - - - (4.0)
- - - - -(14.0)(14.0)
EBITA
99.7 54.1 63.3 9.0 31.5 (61.8)195.8
(3.6)(1.2)(3.8) - - (24.8)(33.4)
96.1 52.9 59.5 9.0 31.5 (86.6)162.4
-
Dec 2019
$'mTransportUtilities
Facilities
EC&MMining Total
1,876.6 1,416.1
1,752.8 706.4 753.8 3.2
6,508.9
301.4 -4.6-23.6
-
329.6
2,178.0 1,416.1 1,757.4 706.4 777.4
3.2
6,838.5
112.5 63.0 75.9 (37.4)43.7 (42.9)214.8
(4.5)(1.1)(4.9) - -
(23.9)(34.4)
108.0 61.9 71.0 (37.4)43.7 (66.8)180.4
Share of sales revenue from joint ventures and
associates
(i)
Total revenue including joint ventures and
other income
(i)
Segment revenue and other income
Amortisation of acquired intangibles
Total reported segment results (EBIT)
Segment revenue and other income
Fair value movement on DCSO liability
(ii)
Laundries transaction costs
Un-
allocated
Total revenue including joint ventures and
other income
(i)
EBIT before amortisation of acquired
intangibles (EBITA)
Share of sales revenue from joint ventures and
associates
(i)
An operating segment is a component of an entity that engages in business activities from which it may earn revenue and
incur expenses, whose operating results are regularly reviewed by the Group's chief operating decision maker in order to
effectively allocate Group resources and assess performance.
The Group has identified its operating segments based on the internal reports that are reviewed and used by the Group
CEO in assessing performance and in determining the allocation of resources. The operating segments are identified by
the Group based on the nature of the services provided. Discrete financial information about each of these operating
businesses is reported to the Group CEO on a recurring basis.
Un-
allocated
There have been no changes to the composition of the Group's reportable segments since last reported in the 2020
Annual Report. The performance of the reportable segments identified within the Group is presented below:
(ii)
DCSO refers to Downer Contingent Share Option (Refer to Note B4)
Total reported segment results (EBIT)
Amortisation of acquired intangibles
EBIT before amortisation of acquired
intangibles (EBITA)
(i)
This is a non-statutory disclosure as it relates to Downer's share of revenue from equity accounted joint ventures and associates.
25

Notes to the condensed consolidated financial report - continued
for the half-year ended 31 December 2020
B1. Segment information - continued
Reconciliation of segment EBIT to Profit after income tax:
Dec
Dec
2020
2019
Note $'m
$'m
Segment EBIT249.0 247.2
Unallocated:
Amortisation of Spotless and Tenix acquired intangible assets(24.8)(23.9)
Fair value movement on DCSO liabilityB4(14.0) -
Corporate costs(47.8)(42.9)
Total unallocated (86.6)(66.8)
Earnings before interest and tax162.4 180.4
Net finance costs(56.1)(53.5)
Profit before income tax106.3 126.9
Income tax expense(30.7)(35.5)
Profit after income tax75.6 91.4
26

Notes to the condensed consolidated financial report - continued
for the half-year ended 31 December 2020
B2. Revenue and other income
Dec 2020
$'m
TransportUtilitiesFacilitiesEC&MMining Total
Service revenue1,368.6 927.7 1,022.6 320.3 696.4 -4,335.6
Construction contracts715.1 88.6 332.8 178.2 - - 1,314.7
Sale of goods86.1 3.1 28.3 6.6 9.3 -133.4
2,169.8 1,019.4 1,383.7 505.1 705.7 -5,783.7
Other revenue2.7 - - 0.1 1.1 2.1 6.0
2,172.5 1,019.4 1,383.7 505.2 706.8 2.1 5,789.7
Government grants
(i)
0.1 0.1 3.3 - - - 3.5
Gain on divestments (Note B4) - - - - 16.3 -16.3
Other9.6 0.2 -0.66.4 -16.8
Other income9.7 0.3 3.3 0.6 22.7 -36.6
Total revenue and other income2,182.2 1,019.7 1,387.0 505.8 729.5 2.1 5,826.3
279.9 -2.3-7.5-289.7
2,462.1 1,019.7
1,389.3
505.8 737.0 2.1 6,116.0
Dec 2019
$'mTransportUtilities
Facilities
EC&MMining Total
Service revenue1,269.4 828.2
1,229.0
505.1 720.9 -4,552.6
Construction contracts507.2 587.9
430.8
192.4 - - 1,718.3
Sale of goods97.2 -
93.4
8.2 30.8 -229.6
1,873.8 1,416.1 1,753.2 705.7 751.7 -6,500.5
Other revenue1.5 -
-
0.5 0.9 3.2 6.1
1,875.3 1,416.1 1,753.2 706.2 752.6 3.2 6,506.6
Other income / (loss)1.3 -
(0.4)
0.2 1.2 -2.3
Total revenue and other income1,876.6 1,416.1 1,752.8 706.4 753.8 3.2 6,508.9
301.4 -
4.6
-23.6-329.6
2,178.0 1,416.1 1,757.4 706.4 777.4 3.2 6,838.5
Total revenue from ordinary activities
Total revenue from contracts with
customers
Share of sales revenue from joint ventures
and associates
(ii)
(ii)
This is a non-statutory disclosure as it relates to Downer's share of revenue from equity accounted joint ventures and associates.
Total revenue including joint ventures
and other income
(ii)
Un-
allocated
Share of sales revenue from joint ventures
and associates
(ii)
Total revenue including joint ventures
and other income
(ii)
Un-
allocated
Total revenue from contracts with
customers
Total revenue from ordinary activities
(i)
Government grants represents incentives received under the New Zealand Government's wage subsidy scheme available to eligible
businesses impacted by the COVID-19 pandemic.
27

Notes to the condensed consolidated financial report - continued
for the half-year ended 31 December 2020
B2. Revenue and other income - continued
Revenue from contracts with customers by geographical location:
Dec 2020
$'mTransportUtilities
Facilities
EC&MMining Total
Australia1,532.3 740.6 1,059.5 496.3 687.8 - 4,516.5
New Zealand and Pacific637.5 278.8 324.2 - - - 1,240.5
Rest of the world - - - 8.8 17.9 - 26.7
2,169.8 1,019.4
1,383.7
505.1 705.7 - 5,783.7
Dec 2019
$'mTransportUtilities
Facilities
EC&MMining Total
Australia1,315.1 1,120.8
1,330.5
680.6 719.1 - 5,166.1
New Zealand and Pacific558.6 295.3
422.7
- - - 1,276.6
Rest of the world0.1 -
-
25.1 32.6 - 57.8
1,873.8 1,416.1 1,753.2 705.7 751.7 - 6,500.5
(i)
Revenue is allocated based on the geographical location of the legal entity.
B3. Employee benefits expense
Dec
Dec
2020
2019
$'m
$'m
Defined contribution plans costs
123.9 129.6
Share-based employee benefits expense
0.2 1.0
Other employee benefits1,877.0 2,004.3
Total employee benefits expense
2,001.1 2,134.9
Geographical location
(i)
Geographical location
(i)
Un-
allocated
Un-
allocated
Total revenue from contracts with
customers
Total revenue from contracts with
customers
28

Notes to the condensed consolidated financial report - continued
for the half-year ended 31 December 2020
B4. Individually significant items
2021
$'m
Other income
- - 21.9
21.9
Impairment of non-current assets
- - - (28.1)
(28.1)
Other expenses from ordinary activities
(14.0)-(4.0)(1.0)
(19.0)
Loss before interest and tax (14.0)-(4.0)(7.2) (25.2)
Other finance costs
- (4.3)- - (4.3)
Income tax benefit
- 1.3 1.07.1 9.4
Loss after income tax (14.0) (3.0) (3.0) (0.1) (20.1)
Fair value movement on Downer Contingent Share Option (DCSO) liability
Termination of Spotless financing arrangements
Laundries transaction costs
Mining divestments
-
-
-
$28.1 million impairment charge to adjust the carrying value of the Property, plant and equipment and other assets of
the Open Cut Mining West business to its expected recoverable value on the classification of this business as a
Disposal group held for sale.
The following material items forming part of the Facilities, Mining and Unallocated segments are relevant to an
understanding of the Group's financial performance:
Laundries
transaction
costs
To 31 December 2020, the Group has incurred transaction costs and stamp duty of $4.0 million ($3.0 million after tax)
relating to the agreement to dispose of the Laundries business (Refer to Note D7).
$21.9 million gain on sale of property, plant and equipment and on the divestment of the Snowden business and equity
accounted investment in RTL JV.
Following the purchase of the Non-controlling interest (NCI) in Spotless, the Group extinguished the Spotless financing
arrangements. As a result, the unamortised deferred financing costs related to the extinguished facilities were immediately
written-off to the 'other finance costs' line in the Statement of profit or loss, with the tax effect of $1.3 million being credited
to the income tax expense line.
As part of the consideration to acquire the shares in Spotless that it did not already own, the Group granted three tranches
of 2.5 million share options to the previous minority interest shareholders which are exercisable within four years of issue
on achievement of three prescribed share price targets (Downer Contingent Share Options). The fair value at issue date
of these options was recognised as a liability arising on the acquisition of the shares. The DCSO are classified as a
liability, with subsequent changes in the fair value recognised in the statement of profit or loss. Since grant date, and
primarily driven by the movement in Downer’s share price from $4.30 to $5.33, the fair value of the DCSO increased by
$14.0 million, which has been expensed through Other expenses in the statement of profit or loss during the period (Refer
to Note C4).
Mining
divestments
The divestment program for the Mining division has resulted in a number of material transactions netting to $7.2 million
expense noted above. These include:
Total
Fair value
movement
on DCSO
liability
Termination of
Spotless financing
arrangements
-
$1.0 million transaction costs incurred to date on the divestment program.
29

Notes to the condensed consolidated financial report - continued
for the half-year ended 31 December 2020
B5. Earnings per share
Basic earnings per share
Restated
(v)
Dec Dec
20202019
Profit attributable to members of the parent entity ($'m)73.9 86.3
Adjustment to reflect ROADS dividends paid ($'m)(2.9)(3.7)
Profit attributable to members of the parent entity used in calculating EPS ($'m)71.0 82.6
Weighted average number of ordinary shares (WANOS) (millions)
(i)
686.2 603.2
Basic earnings per share (cents per share)10.3 13.7
Diluted earnings per share
Restated
(v)
DecDec
20202019
Profit attributable to members of the parent entity used in calculating basic EPS ($'m)73.9 86.3
Weighted average number of ordinary shares (WANOS) (millions)
(i) (ii)
686.2 603.8
Adjustment to reflect potential dilution for ROADS (millions)
(iii)
41.4 25.4
WANOS for calculation of diluted EPS 727.6 629.2
Diluted earnings per share (cents per share)
(iv)
10.2 13.7
(i)
(ii)
(iii)
(iv)
(v)
At 31 December 2019, the ROADS were anti-dilutive and consequently, diluted EPS remained at 13.7 cents per share.
As announced to the market on 18 November 2020, 2 December 2020 and 15 December 2020, Downer has entered
agreements for the sale of the Downer Blasting Services, Spotless Laundries and Open Cut Mining West businesses
respectively. On 1 February 2021, the sale of Open Cut Mining West was completed. Downer received an initial payment
of $109.0 million, while an additional $66.0 million will be received in 12 equal monthly instalments of $5.5 million
commencing in February 2021. A further $30.0 million will be received from the unwind of working capital balances.
Completions of the sales of Downer Blasting Services and Laundries, and the sale of other non-core businesses, are
progressing as expected.
Basic and diluted EPS calculation for December 2019 were restated as a result of 106.6 million shares issued from the capital
raising announced on 21 July 2020. Under the entitlement offer, 1 new share for each 5.58 outstanding shares were issued at a
discounted price of $3.75 per share. As a result of the new shares issued, the weighted average number of ordinary shares
(WANOS) to calculate EPS needs to be adjusted by a theoretical ex-rights price (TERP) factor. The adjustment factor of 0.9817
was utilised to restate the 31 December 2019 WANOS for the basic and diluted EPS calculations.
On 20 January 2021, Downer announced underground mining services at OZ Minerals' Carrapateena mine will transition
from Downer to Byrnecut Australia.
The calculation of basic earnings per share (EPS) is based on the profit attributable to ordinary shareholders and the
weighted average number of ordinary shares outstanding.
The WANOS has been adjusted by the weighted average effect of the unvested executive incentive shares.
The WANOS adjustment is the value of ROADS that could potentially be converted into ordinary shares at the reporting date. It is
calculated based on the issued value of ROADS in New Zealand dollars converted to Australian dollars at the spot rate prevailing at
the reporting date, which was $187.6 million (December 2019: $192.1 million), divided by the average market price of the
Company's ordinary shares for the period 1 July 2020 to 31 December 2020 discounted by 2.5% according to the ROADS contract
terms, which was $4.53 (December 2019: $7.58).
The calculation of diluted EPS is based on the result attributable to ordinary shareholders and the weighted average
number of ordinary shares outstanding after adjustments for the effects of all dilutive potential ordinary shares.
For diluted earnings per share, the WANOS has been further adjusted by the potential vesting of executive incentive shares.
B6. Subsequent events
Outside of the above, at the date of this report, there have been no other matters or circumstances that have arisen since
the end of the financial period 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 periods.
30

Notes to the condensed consolidated financial report - continued
for the half-year ended 31 December 2020
CCapital structure and financing
C1.BorrowingsC4. Non-controlling interest (NCI)
C2.Financing facilitiesC5. Reserves
C3.Issued capitalC6. Dividends
C1. Borrowings
Dec
Jun
2020
2020
$'m
$'m
Current
Unsecured:
-Bank loans-5.4
-Deferred finance charges-(4.0)
Total current borrowings-1.4
Non-current
Unsecured:
-Bank loans650.0 982.2
-USD private placement notes129.9 145.7
-AUD private placement notes30.0 30.0
-AUD medium term notes761.7 762.8
-JPY medium term notes125.9 135.3
-Deferred finance charges(13.7)(6.1)
Total non-current borrowings1,683.8 2,049.9
Total borrowings1,683.8 2,051.3
Fair value of total borrowings
(i)
1,846.7 2,230.4
(i)
Excludes lease liabilities.
31

Notes to the condensed consolidated financial report - continued
for the half-year ended 31 December 2020
C2. Financing facilities
Dec
Jun
2020
2020
$'m
$'m
Syndicated loan facilities900.0 960.0
Bilateral loan facilities427.0 310.0
Total unutilised loan facilities1,327.0 1,270.0
Syndicated bank guarantee facilities88.5 102.5
Bilateral bank guarantees and insurance bonding facilities496.6 492.5
Total unutilised bonding facilities585.1 595.0
Summary of borrowing arrangements as at 31 December 2020
Bank loan facilities
Bilateral loan facilities:
Syndicated loan facilities:
USD private placement notes
AUD private placement notes
Medium Term Notes (MTNs)
The Group has the following unsecured MTNs on issue:
- $250.0 million maturing March 2022
- $500.0 million maturing April 2026
- JPY 10.0 billion maturing May 2033.
The above loan facilities and note issuances are supported by guarantees from certain Group subsidiaries.
Bilateral
Loan
Facilities
Syndicated
Loan
Facilities
USD
Private
Placement
Notes
AUD
Private
Placement
Notes
Medium
Term Notes Total
To 30 June 2021- - - - - -
1 July 2021 to 30 June 2022100.0 - - - 250.0 350.0
1 July 2022 to 30 June 2023377.0 100.0 - - - 477.0
1 July 2023 to 30 June 2024- 300.0 - - - 300.0
1 July 2024 to 30 June 2025- 400.0 - - - 400.0
1 July 2025 to 30 June 2026- 400.0 129.9 30.0 500.0 1,059.9
1 July 2026 to 30 June 2027- 300.0 - - - 300.0
1 July 2032 to 30 June 2033- - - - 125.9 125.9
477.0 1,500.0 129.9 30.0 875.9 3,012.8
Maturing in the period
($'m)
At reporting date, the Group had the following facilities that were unutilised:
The Group has $1,500.0 million of syndicated bank loan facilities which are unsecured, committed facilities.
The Group has a total of $477.0 million in bilateral loan facilities which are unsecured, committed facilities.
USD unsecured private placement notes are on issue for a total amount of US$100.0 million. The USD denominated
principal and interest amounts have been fully hedged against the Australian dollar through cross-currency interest rate
swaps.
AUD unsecured private placement notes are on issue for a total amount of $30.0 million.
Following the completion of the refinancing on 3 December 2020, the Group's borrowing arrangements are as follows:
The maturity profile by facility limit of the Group's borrowing arrangements by financial year is represented in the table
below:
The JPY denominated principal and interest amounts have been fully hedged against the Australian dollar through a cross-
currency interest rate swap.
The carrying value of the AUD MTN maturing April 2026 includes a premium of $11.7 million over the face value owing to
the differential between the coupon rate for that instrument and the prevailing market interest rate at the date of issue.
32

Notes to the condensed consolidated financial report - continued
for the half-year ended 31 December 2020
C2. Financing facilities - continued
Covenants on financing facilities
Bank guarantees and insurance bonds
Liquidity risk management
Credit ratings
The Group has $2,035.2 million of bank guarantee and insurance bond facilities to support its contracting activities.
$1,125.4 million of these facilities are provided to the Group on a committed basis and $909.8 million on an uncommitted
basis.
The Group’s facilities are provided by a number of banks and insurance companies on an unsecured and revolving basis.
$1,450.1 million (refer to Note D8) of these facilities were utilised as at 31 December 2020 with $585.1 million unutilised.
These facilities have varying maturity dates between financial years 2021, 2022 and 2023.
The Group now has no debt facilities maturing in the 12 months to 31 December 2021 and a strong liquidity position which
will assist in mitigating any further market volatility. The maturity profile and quantum of the Group's debt facilities will
continue to be monitored and refinanced in advance subject to credit market conditions and the support of its financial
counterparties.
Downer Group’s financing facilities contain undertakings to comply with financial covenants and ensure that Group
guarantors of these facilities collectively meet certain minimum threshold amounts of Group EBITA and Group Total
Tangible Assets.
The main financial covenants which the Group is subject to are Net Worth, Interest Service Coverage and Leverage.
Financial covenants testing is undertaken monthly and reported at the Downer Board meetings. Reporting of financial
covenants to financiers occurs semi-annually for the rolling 12-month periods to 30 June and 31 December. Downer
Group was in compliance with all their financial covenants as at 31 December 2020.
Liquidity risk is the risk that the Group is unable to meet its financial obligations as and when they fall due. The Group's
liquidity risk is managed under a Board approved Treasury Policy that sets clear parameters governing the Group's
continued access to liquidity.
The Group seeks to mitigate its exposure to liquidity risk by ensuring that debt facilities are provided by strong investment
grade rated financial counterparties and by the early refinancing of debt facilities to ensure continued access to capital
over the medium term.
The underlying risk being assumed by the relevant financier under all bank guarantees and insurance bonds is corporate
credit risk rather than project specific risk.
The Group has the flexibility in respect of certain committed facility amounts (shown as part of the unutilised bilateral loan
facilities) which can at the election of the Group be utilised to provide additional bank guarantees capacity.
The Group has an Investment Grade credit rating of BBB (Outlook Stable) from Fitch Ratings. Where the credit rating is
lowered or placed on negative watch, customers and suppliers may be less willing to contract with the Group.
Furthermore, banks and other lending institutions may demand more stringent terms (including increased pricing, reduced
tenors and lower facility limits) on all financing facilities, to reflect the weaker credit risk profile.
During the period, the Group raised $399.7 million from the issue of new shares in order to rebalance the Group's gearing
and overall liquidity positions, and in anticipation of the payments for the purchase of the Spotless shares it did not already
own. In December 2020, the Group established a new $1,400.0 million syndicated sustainability linked loan facility. This
new facility replaces the Spotless $888.7 million and Downer $400 million syndicated bank loan facilities as the Group's
primary source of financing. The new facility is split into various tranches maturing in financial years 2024, 2025, 2026 and
2027. In addition, $145 million of Spotless bilateral bank loan facilities were refinanced at the Downer level.
33

Notes to the condensed consolidated financial report - continued
for the half-year ended 31 December 2020
C3. Issued capital

$'m
$'m
Ordinary shares2,656.5 2,263.1
Unvested executive incentive shares(7.5)(12.0)
178.6 178.6
2,827.6 2,429.7
a) Fully paid ordinary share capital
Fully paid ordinary shares carry one vote per share and carry the right to dividends.
m's $'m
m's $'m
Fully paid ordinary share capital
Balance at the beginning of the financial year / period594.7 2,263.1 594.7 2,263.1
Capital raising
(i)
106.6 399.7 - -
Capital raising costs net of tax - (6.3) - -
Balance at the end of the financial year / period701.3 2,656.5 594.7 2,263.1
b) Unvested executive incentive shares
Balance at the beginning of the financial year / period2.2 (12.0)3.4 (16.6)
Vested executive incentive share transactions
(ii)
(1.0)4.5 (1.2)4.6
Balance at the end of the financial year / period1.2 (7.5)2.2 (12.0)
(i)
(ii)
c) Redeemable Optionally Adjustable Distributing Securities (ROADS)
No.
1,249,255
200,000,000
2,231,632
594,702,512
Dec 2020
No.
December 2020 figure relates to the 2017 LTI plan, second deferred component of the 2018 STI award and first deferred component
of the 2019 STI award totalling 982,377 vested shares for a value of $4,488,658.
ROADS are perpetual, redeemable, exchangeable preference shares. In accordance with the terms of the ROADS
preference shares, the dividend rate for the one year commencing 15 June 2020 is 4.32% per annum (2019: 5.49% per
annum) which is equivalent to the one year swap rate on 15 June 2020 of 0.27% per annum plus the step-up margin of
4.05% per annum.
701,292,354
Jun 2020
200,000,000
Unvested executive incentive shares are stock market purchases and are held by the Executive Employee Share Plan
Trust under the Long Term Incentive (LTI) plan. No dividends will be distributed on shares held in trust during the
performance measurement and service periods. Accumulated dividends will be paid out to executives after all vesting
conditions have been met. Otherwise, excess net dividends are retained in the trust to be used by the Company to acquire
additional shares on the market for employee equity plans.
June 2020 figures relates to the 2016 LTI plan, second deferred component of the 2017 STI award and first deferred component of
the 2018 STI award totalling 1,153,814 vested shares for a value of $4,608,778.
Redeemable Optionally Adjustable Distributing
Securities (ROADS)
Dec 2020
Jun 2020
On 30 July 2020, 88,585,611 shares were issued with net proceeds of $332.2 million, and on 20 August 18,004,231 shares were
issued with net proceeds of $67.5 million being received.
34

Notes to the condensed consolidated financial report - continued
for the half-year ended 31 December 2020
C4. Non-controlling interest (NCI)
The following table summarises the NCI in relation to the Group’s subsidiaries:
Spotless OtherTotalSpotlessOtherTotal
$'m$'m$'m
$'m$'m$'m
Current assets-21.921.9
563.9 18.4 582.3
Non-current assets-0.80.8
2,407.3 0.3 2,407.6
Current liabilities-(2.0)(2.0)
(738.3)(1.4)(739.7)
Non-current liabilities-(0.5)(0.5)
(1,087.4)(0.1)(1,087.5)
Net assets-20.220.2
1,145.5 17.2 1,162.7
NCI percentage-26.0%
12.198% 26.00%
Net assets attributable to NCI
-5.35.3
139.7 4.5 144.2
Note
$'m
Cash consideration paid134.5
Fair value of Downer Contingent Share Options (DCSO) at issue date16.7
Total consideration
151.2
Value of Spotless NCI at 30 June 2020(139.7)
NCI share of Spotless results (1.2)
(140.9)
NCI share of other reserves (0.3)
Value of NCI on acquisition
(141.2)
Net premium
(10.0)
Transaction Costs (net of tax)
(4.0)
Deferred Tax recognised on Spotless joining the Downer tax consolidated group
(i)
8.1
Amount recognised in Equity reserveC5
(5.9)
Note
$'m
DCSO Liability recognised at issue date16.7
Charge to "Other expenses from ordinary activities"B414.0
Liability at 31 December 2020
30.7
The fair value of the DCSO issued as at the date the transaction completed was determined using an option pricing
model. The key assumptions used in this assessment were a TERP adjusted share price of $4.30, option volatility of 40%,
interest of 0.31% and dividend yield of 8.5%.
(i)
The acquisition of the remaining 12.198% shares in Spotless that Downer did not already own automatically resulted in Spotless
joining the Downer tax consolidated group on 7 October 2020. As such, the tax base of the assets of Spotless are required to be reset
by applying the allocable cost amount (ACA) methodology prescribed under the income tax legislation. An estimate of the impact of the
ACA calculation has been undertaken resulting in a net increase of $8.1 million in deferred tax assets which has been recognised in
equity at 31 December 2020. The ACA calculation is complex and is subject to change as certain matters continue to be considered and
evaluated. The impact of the finalised ACA calculation will be reflected in the financial statements as at 30 June 2021.
The premium payable (being the difference between the total carrying value of the NCI interest, and the fair value of the
consideration paid or payable) was recognised within Equity.
The liability recognised in relation to the DCSO is a Level 2 financial instrument whose fair value is calculated based on an
option pricing model, using inputs from observable data. It is recorded in the Statement of financial position as part of the
current Other financial liabilities balance and is revalued at each reporting date, with any movement in the liability being
recognised through "Other expenses from ordinary activities" in the statement of profit or loss.
On 7 October 2020, the Group completed the acquisition of the 12.198% of the Spotless shares that it did not already
own. The table below summarises the accounting for the acquisition of the NCI.
Dec 2020
Jun 2020
35

Notes to the condensed consolidated financial report - continued
for the half-year ended 31 December 2020
C5. Reserves
The reserves attributable to the owners of the parent are as follows:
Hedge
reserve
Foreign
currency
translation
reserve
Employee
benefits
reserve
Equity
reserve
Fair value
through
OCI
reserve
Total
reserves
Balance at 1 July 2020(29.4)(30.6)14.9 -(2.6)(47.7)
Foreign currency translation difference-3.1 - - - 3.1
(1.0) - - - - (1.0)
Total comprehensive income for the period(1.0)3.1 - - - 2.1
Vested executive incentive share transactions - - (4.5) - - (4.5)
Share-based employee benefits expense - - 0.2 - - 0.2
1.3
(0.5)0.2 -(5.9)-(6.2)
Balance at 31 December 2020(30.9)(27.3)11.9 (5.9)(2.6)(54.8)
Hedge
reserve
Foreign
currency
translation
reserve
Employee
benefits
reserve
Equity
reserve
Fair value
through
OCI
reserve
Total
reserves
Balance at 1 July 2019(24.0)(16.7)15.8 -(2.6)(27.5)
Foreign currency translation difference-(13.9) - - - (13.9)
- - 0.7 - - 0.7
- - (0.2) - - (0.2)
(5.4) - - - - (5.4)
Total comprehensive income for the year(5.4)(13.9)0.5 - - (18.8)
Vested executive incentive share transactions - - (4.6) - - (4.6)
Share-based employee benefits expense - - 4.8 - - 4.8
Balance at 30 June 2020(29.4)(30.6)14.9 -(2.6)(47.7)
Hedge reserve
Foreign currency translation reserve
Employee benefit reserve
Equity reserve
Fair value through OCI reserve
Change in fair value of cash flow hedges (net of
tax)
-
2020
$'m
Income tax relating to share-based transactions
during the year
- - 1.3
Change in fair value of cash flow hedges (net of
tax)
Income tax relating to share-based transactions
during the period
(1.6)(1.6) - -
-
2020
$'m
The fair value through OCI reserve comprises the cumulative net change in the fair value of equity investments designated
as FVOCI. Until the assets are derecognised or reclassified, this amount is reduced by the amount of loss allowance.
-
-
The foreign currency translation reserve comprises foreign exchange differences arising from the translation of the
financial statements of operations where their functional currency is different to the presentation currency of the Group.
The employee benefit reserve is used to recognise the fair value of share-based payments issued to employees over the
vesting period, and to recognise the value attributable to the share-based payments during the reporting period. This
reserve also includes the actuarial gain/loss arisen on the defined benefit plan.
The Equity reserve accounts for the difference between the fair value of, and the amounts paid or received for, equity
transactions with non-controlling interests.
Actuarial movement on defined benefit plan
obligations
Income tax effect of actuarial movement on
defined benefit plan obligations
Acquisition of Non-controlling interest
The hedge reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging
instruments relating to future transactions.
36

Notes to the condensed consolidated financial report - continued
for the half-year ended 31 December 2020
C6. Dividends
a) Ordinary shares
Dividend per share (in Australian cents)9.0- 14.014.0
Franking percentage0%- 0%50%
Cost (in $'m)63.1 - 83.3 83.3
Dividend record date25/2/21- 26/2/204/9/19
Payment date25/3/21- 25/9/202/10/19
b) Redeemable Optionally Adjustable Distributing Securities (ROADS)
Total
Quarter 1Quarter 2Quarter 3Quarter 4to date
Dividend per ROADS (in Australian cents)0.72 0.73 1.45
100%100%100%
Cost (in A$'m)1.4 1.5 2.9
Payment date15/9/2015/12/20
Quarter 1Quarter 2Quarter 3Quarter 4Total
Dividend per ROADS (in Australian cents)0.92 0.95 0.96 0.92 3.75
100%100%100%100%100%
Cost (in A$'m)1.8 1.9 1.9 1.8 7.4
Payment date16/9/1916/12/1916/3/2015/6/20
2019
Final
New Zealand imputation credit percentage
New Zealand imputation credit percentage
2021
Interim
2020
Final
2020
Interim
2021
2020
Downer deferred the unfranked FY20 interim dividend which was originally due to be paid on 25 March 2020 and was
disclosed as a dividend payable as at 30 June 2020 (refer to Note D2). The dividend was paid on 25 September 2020 and
is disclosed in the cashflows for the period ended 31 December 2020.
37

Notes to the condensed consolidated financial report - continued
for the half-year ended 31 December 2020
D.Other disclosures
D1. Trade receivables and contract assetsD6. Acquisition of businesses
D2. Trade payables and contract liabilitiesD7. Disposal groups held for sale
D3. Property, plant and equipmentD8. Contingent liabilities
D4. Intangible assets
D5. Equity accounted investments
D1. Trade receivables and contract assetsDec
Jun
2020
2020
$'m
$'m
Trade receivables
575.0
792.1
Contract assets
(i)
1,542.5
1,573.5
2,117.5
2,365.6
Other receivables
83.2
64.7
(19.7)
2,181.0
2,411.1
Included in the statement of financial position as:
Current
(i)
2,083.7
2,315.9
Non-current
97.3
95.2
(i) Current contract assets: $1,447.2 million (June 2020: $1,482.9 million)
D2. Trade payables and contract liabilitiesDec
Jun
2020
2020
Note$'m
$'m
Trade payables
576.9
697.7
Contract liabilities
402.4
497.7
Accruals
1,043.1
1,034.4
Shareholder class action payable
-
34.0
Dividends payableC6
-
83.3
Other payables
141.0
179.1
2,163.4
2,526.2
Included in the statement of financial position as:
Current
2,134.9
2,497.4
Non-current
28.5
28.8
(19.2)
Loss allowance on trade receivables and contract assets arising from
contracts with customers
38

Notes to the condensed consolidated financial report - continued
for the half-year ended 31 December 2020
D3. Property, plant and equipment
$'m
Total
Balance at 30 June 2020123.1 1,187.9 39.2 1,350.2
Additions
2.3 135.4 20.1 157.8
Disposals
(1.5)(24.2)-(25.7)
Transferred to disposal group assets
(52.3)(239.4)(41.9)(333.6)
Disposal of business
-(1.1)-(1.1)
Depreciation expense
(1.4)(112.2)(17.4)(131.0)
Impairment charge
(i)
-(20.2)-(20.2)
- 0.6-0.6
Net book value as at 31 December 202070.2 926.8 -997.0
Cost
99.5 2,095.0 -2,194.5
Accumulated depreciation and impairment
(29.3)(1,168.2)-(1,197.5)
Balance as at 1 July 2019124.0 1,196.2 44.1 1,364.3
Additions4.0 248.7 33.5 286.2
Disposals (0.2)(19.1)-(19.3)
Depreciation expense(4.4)(225.6)(35.0)(265.0)
Impairment charge
(ii)
-(6.8)(3.3)(10.1)
(0.3)(5.5)(0.1)(5.9)
123.1 1,187.9 39.2 1,350.2
Cost155.1 2,748.7 139.0 3,042.8
Accumulated depreciation and impairment(32.0)(1,560.8)(99.8)(1,692.6)
ItemUseful lifeDepreciation method
Freehold land
Buildings
Leasehold improvements
Plant and equipment - mining, power and gas
Plant and equipment - other
Laundries rental stock
Jun 2020
Straight-line
Working hours
3 to 25 years
Dec 2020
Straight-line
20 to 50 years
Life of lease
Straight-line
Laundries
rental stock
Net foreign currency exchange differences
The expected useful life and depreciation methods used are listed below:
Net book value as at 30 June 2020
No depreciation
Based on hours of use
Freehold
land and
buildings
Net foreign currency exchange differences
Plant,
equipment
and leasehold
improvements
(ii)
Impairment relates to leasehold improvement assets as a result of the portfolio restructure.
$'m
Straight-line18 months to 5 years
n/a
(i)
Impairment relates to the divestment of Open Cut Mining West (Refer to Note B4)
.
39

Notes to the condensed consolidated financial report - continued
for the half-year ended 31 December 2020
D4. Intangible assets
$'m
Total
2,281.3 280.6 68.8 265.4 2,896.1
Additions
- - - 17.4 17.4
Transferred to disposal group assets
-(15.8)-(8.8)(24.6)
Amortisation expense
-(31.3)(2.1)(13.2)(46.6)
Net foreign currency exchange differences
0.4 - - 0.3 0.7
Net book value as at 31 December 20202,281.7 233.5 66.7 261.1 2,843.0
4,563.4467.0133.4522.25,686.0
Cost
2,599.1 472.4 81.5 492.9 3,645.9
(317.4)(238.9)(14.8)(231.8)(802.9)
Jun 2020
$'m
Carrying amount as at 1 July 2019
2,454.5 345.0 73.3 257.9 3,130.7
Additions-2.7-61.464.1
Disposals -- - (0.2)(0.2)
Business acquisition adjustments(5.5) - - - (5.5)
Amortisation expense-(67.1)(4.2)(29.2)(100.5)
Impairment charge
(i)
(165.0) - - (23.9)(188.9)
Net foreign currency exchange differences (2.7)-(0.3)(0.6)(3.6)
Net book value as at 30 June 2020
2,281.3 280.6 68.8 265.4 2,896.1
2,281.3280.668.8265.45,792.2
Cost2,598.7 494.7 81.5 478.0 3,652.9
(317.4)(214.1)(12.7)(212.6)(756.8)
Carrying amount as at 1 July 2020
Goodwill
Software and
system
development
(i)
$165.0 million impairment as a result of assessment of the carrying value of the Spotless group of CGUs. $23.9 million impairment of
capitalised Information Systems (including applications and IT infrastructure), in CGUs that are being wound down as part of the
portfolio restructure.
Accumulated amortisation and
impairment
Dec 2020
Accumulated amortisation and
impairment
Customer
contracts
and
relationships
Brand names
and
Intellectual
property on
acquisition
40

Notes to the condensed consolidated financial report - continued
for the half-year ended 31 December 2020
D5. Equity accounted investments
Dec
Jun
2020
2020
$'m
$'m
Interest in joint ventures at the beginning of the period
32.1
31.5
Share of net profit
6.4
18.2
Share of distributions
(2.8)
(17.2)
Interest in joint venture sold
(8.1)
-
Foreign currency exchange differences
-
(0.4)
Interest in joint ventures at the end of the period / year27.6
32.1
Interest in associates at the beginning of the period
78.5
77.3
Share of (loss) / net profit
(4.3)
1.2
Investment in associates
9.8
-
Interest in associates at the end of the period / year84.0
78.5
Total equity accounted investments111.6
110.6
Dec
Jun
2020
2020
ArrangementPrincipal activity%
%
Joint ventures
Asphalt plantNew Zealand
50
50
Australia
50
50
Australia
50
50
50
50
50
50
Emulco LimitedEmulsion plantNew Zealand
50
50
New Zealand
50
50
Australia
50
50
Australia
-
44
Australia
50
50
Australia
50
50
Associates
Keolis Downer Pty LtdAustralia
49
49
D6. Acquisition of businesses
December 2020
There have been no acquisitions during the half-year period ended 31 December 2020.
(i) Downer's interest in this joint venture was disposed of during the financial period ended 31 December 2020.
Catering for functions at
Eden Park
The Group's equity accounted investments relate to the interest in the following joint ventures and associates:
Ownership interest
Construction of bitumen
storage facility
Bitumen Importers Australia Joint Venture
Bitumen Importers Australia Pty Ltd
Eden Park Catering Limited
Country of
operation
Bitumen importer
Allied Asphalt Limited
New Zealand
Catering for functions at
Federation Square
Contract mining; civil works
and plant hire
Waste recycling
Sale and maintenance of
railway rolling stock
Mining Services
EDI Rail-Bombardier Transportation Pty Ltd
Operation and maintenance
of Gold Coast light rail,
Melbourne tram network and
bus operation
Isaac Asphalt Limited
RTL Mining and Earthworks Pty Ltd
(i)
Repurpose It Holdings Pty Ltd
Waanyi Downer JV Pty Ltd
ZFS Functions (Pty) Ltd
Manufacture and supply of
asphalt
Australia
During the period, deferred consideration payments of $0.1 million were made (2019: $19.3 million) in relation to
acquisitions completed in previous periods.
The purchase of the remaining Spotless shares not already owned does not represent an acquisition of a business as the
Group already controlled this entity. Further information on that transaction is presented in Note C4 Non-controlling
interest.
41

Notes to the condensed consolidated financial report - continued
for the half-year ended 31 December 2020
D7. Disposal groups held for sale
Disposal of Downer Blasting Services (DBS) business:
Divestment of 70% of the Laundries business:
Disposal of Open Cut Mining West business:
$'mTotal
Property, plant and equipment
33.5 182.0 118.1 333.6
Right-of-use assets
0.6 50.6 28.7 79.9
Intangible assets
-24.6-24.6
Trade receivables and contract assets
13.7 28.21.6 43.5
Inventory
14.8 4.253.0 72.0
Other assets
1.9 10.815.2 27.9
Assets held for sale64.5 300.4 216.6 581.5
Trade payables and contract liabilities
11.1 17.9 -29.0
Lease liabilities
0.7 62.1 29.0 91.8
Other liabilities
3.4 27.7 13.1 44.2
Liabilities held for sale15.2 107.7 42.1 165.0
Refer to Note B6 Subsequent events for an update on these transactions, where applicable.
Recognition and measurement
The Assets held for sale of the Open Cut Mining West business are presented after recognition of an impairment of
Property, plant and equipment of $20.2 million. This is recorded in Other expenses from ordinary activities in the
statement of profit or loss.
LaundriesDBS
On 15 December 2020, the Group entered into an agreement to sell its Western Australian open cut mining business
(Open Cut Mining West) to MACA Limited for estimated proceeds of $175 million of which $66.0 million will be deferred
consideration, payable in 12 equal monthly instalments following completion. The sale will result in the transfer of certain
assets (including fleet and inventory) and liabilities; and the novation of the existing contracts to MACA.
Disposal groups are recognised when a sale is considered highly probable. The assets and liabilities of these disposal
groups are disclosed separately on the basis that their value is expected to be realised through a sale event rather than
continued use. Disposal group assets are presented at the lower of their carrying value or the value expected to be
realised through the sale. Any impairment to the carrying value of the assets is recognised through the statement of profit
or loss.
Open Cut
Mining West
The assets and liabilities of these disposal groups have been presented as assets of disposal groups held for sale and
liabilities of disposal groups held for sale as at the balance sheet date:
On 1 February 2021, the sale of Open Cut Mining West was completed. Downer received an initial payment of $109.0
million, while an additional $66.0 million will be received in 12 equal monthly instalments of $5.5 million commencing in
February 2021. A further $30.0 million will be received from the unwind of working capital balances.
As previously announced, the Group has been seeking to dispose of its Mining and Laundries businesses. During the
period the Group was able to secure agreement for the disposal of certain businesses of the Mining segment, as well as
for the sale of a majority shareholding of the Laundries business.
On 18 November 2020, the Group entered into an agreement to sell its blasting services business (Downer Blasting
Services or DBS) to Enaex S.A. (a subsidiary of Sigdo Koppers Group (Chile)) for estimated proceeds of $62.0 million.
The completion of the transaction is expected by the end of March 2021.
On 2 December 2020, the Group entered into an agreement to sell 70% of its Laundries business to an entity to be
established by Australian private equity firm, Adamantem Capital (Adamantem). The estimated proceeds are expected to
be $155.0 million. When this transaction completes, the Group will cease to consolidate the Laundries business and will
only recognise its remaining interest in the Laundries business of 30% as an equity accounted investment. As such, 100%
of the assets and liabilities are included in the disposal group analysis below. The sale is expected to complete by the end
of March 2021 and it is subject to customary conditions precedent being met, including regulatory and some customer
approvals.
42

Notes to the condensed consolidated financial report - continued
for the half-year ended 31 December 2020
D8. Contingent liabilitiesDec
Jun
2020
2020
Bonding
Note$'m
$'m
C2
1,450.1
1,439.8
Other contingent liabilities
i)
ii)
iii)
iv)
v)
vi)
The Group has bid bonds and performance bonds issued in respect of
contract performance in the normal course of business for controlled
entities
The Group is subject to product liability claims. Provision is made for the potential costs of carrying out rectification
works based on known claims and previous claims history. However, as the ultimate outcome of these claims
cannot be reliably determined at the date of this report, contingent liability may exist for any amounts that ultimately
become payable in excess of current provisioning levels.
The Group is subject to design liability in relation to completed design and construction projects. The Directors are
of the opinion that there is adequate insurance to cover this area and accordingly, no amounts are recognised in
the financial statements.
The Group is called upon to give guarantees and indemnities to counterparties, relating to the performance of contractual
and financial obligations (including for controlled entities and related parties). Other than as noted above, these
guarantees and indemnities are indeterminable in amount.
Certain recent court decisions, not involving Spotless, regarding the correct application of various employee
entitlements may have a financial impact on the Group. The Group does not consider the majority of the principles
relating to these court decisions directly apply to the Group's employment arrangements. No provision has
therefore been recognised in relation to these matters at 31 December 2020.
Several New Zealand entities in the Group have been named as co-defendants in “leaky building” claims. The
leaky building claims where Group entities are co-defendants generally relate to water damage arising from
historical design and construction methodologies (and certification) for residential and other buildings in New
Zealand during the early-mid 2000s. The Directors are of the opinion that disclosure of any further information
relating to the leaky building claims would be prejudicial to the interests of the Group.
The Group carries the normal contractors and consultants liability in relation to services, supply and construction
contracts (for example, liability relating to professional advice, design, completion, workmanship, and damage), as
well as liability for personal injury / property damage during the course of a project. Potential liability may arise from
claims, disputes and / or litigation / arbitration by or against Group companies and / or joint venture arrangements
in which the Group has an interest. The Group is currently managing a number of claims, arbitration and litigation
processes in relation to services, supply and construction contracts as well as in relation to personal injury and
property damage claims arising from project delivery.
Controlled entities have entered into various joint arrangements under which the controlled entity is jointly and
severally liable for the obligations of the relevant joint arrangements.
43

Directors' Declaration
for the half-year ended 31 December 2020
In the opinion of the Directors of Downer EDI Limited:
(a)
(i)
(ii)
(b)
On behalf of the Directors
R M Harding
Chairman
Sydney, 11 February 2021
Signed in accordance with a resolution of the Directors: made pursuant to Section 295(5) of the Corporations Act
2001 (Cth).
The condensed consolidated half-year financial statementsandnotes setout on pages 20to43arein
accordance with the Australian Corporations Act 2001 (Cth), including:
Complying with Accounting Standard AASB134Interim Financial Reporting, theCorporations Regulations
2001; and
The financial statementsandnotes thereto give a trueandfair viewofthe Group's financial positionas at 31
December 2020 and of its performance for the six- month period ended on that date; and
There are reasonable groundstobelieve that Downer EDI Limited willbe abletopayits debtsas andwhen they
become due and payable;
44

Page 1 of 2


Media/ASX and NZX Release
11 February 2021

DOWNER REPORTS UNDERLYING NPATA OF $119.1 MILLION
Downer EDI Limited (Downer) today announced its financial results for the six months to 31 December 2020.
The main features of the results are:
 Total revenue of $6.1 billion, down 10.6% from the prior corresponding period (pcp).

 Statutory EBIT (earnings before interest and tax) of $162.4 million and statutory NPAT (net profit after
tax) of $75.6 million.

 Underlying EBITA (earnings before interest, tax and amortisation of acquired intangible assets) of
$221.0 million, up 2.9% from the pcp; statutory EBITA of $195.8 million.

 Underlying NPATA (net profit after tax and before amortisation of acquired intangible assets) of
$119.1 million, up 3.1% from the pcp; statutory NPATA of $99.0 million.

 Underlying cash conversion of 97.4%; statutory cash conversion of 84.1%.

 Gearing reduced to 28.2% (35.5% at 30 June 2020).

 Resumption of dividends with interim dividend of 9 cents per share (unfranked).

The Chief Executive Officer of Downer, Grant Fenn, said Downer’s core Urban Services businesses –
Transport, Utilities, Facilities and Asset Services – continued to demonstrate resilience and the company had
made significant progress implementing its key strategic initiatives.

“While COVID-19 restrictions did have an impact on the Group, our resilient performance shows that our
concentration on Urban Services is proving to be the right strategy,” Mr Fenn said.

“Importantly, our cash performance was strong with operating cash flow of $350.2 million and excellent
underlying EBITDA conversion of 97.4%.”

Mr Fenn said Downer made good progress during the six-month period implementing the company’s key
strategic initiatives, including:
 moving to 100% ownership of Spotless and delivering $10 million to $15 million of synergies;
 refinancing the Group’s debt platform through a $1.4 billion syndicated sustainability linked loan;
 selling non-core businesses with $526 million to be received from sales announced to date;
 Rightsizing the overhead cost base to match the new Urban Services profile; and
 Resuming the payment of dividends.




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

Page 2 of 2

Refinancing and divestment of non-core businesses

On 3 December 2020, Downer successfully completed the refinancing of the Group’s debt platform with the
establishment of a new $1.4 billion syndicated sustainability linked loan facility. The facility has been
structured to enhance the Group’s debt maturity profile, reduce average borrowing costs and provide
flexibility as Downer continues its program of divesting non-core businesses. The sustainability aspect of the
facility is underpinned by KPI metrics that, if realised, will lead to a reduction in borrowing costs.

Downer has made significant progress implementing its strategy to divest non-core businesses. The
businesses sold to date are:
 70% of Laundries for approximately $155 million;
 The Mining businesses of Open Cut West, Downer Blasting Services, Underground, Snowden and
Downer’s share of the RTL joint venture for total proceeds of $371 million.

The $526 million of proceeds from all these divestments is in line with the net book value of these assets.
Downer remains in discussions with a number of interested parties in relation to its remaining Mining
businesses: Open Cut East and Otraco.

Dividend
The Downer Board has resolved to resume paying dividends with the payment of an interim dividend of
9 cents per share, unfranked, payable on 25 March 2021 to shareholders on the register at 25 February
2021. The unfranked dividend will be paid out of Conduit Foreign Income. The company’s Dividend
Reinvestment Plan (DRP) remains suspended and will not operate for this dividend.
Safety
Downer reported a Lost Time Injury Frequency Rate of 0.63 per million hours worked at 31 December 2020,
in line with the prior corresponding period, and a Total Recordable Injury Frequency Rate of 2.68 per million
hours worked, down from 2.82 per million hours worked.
Outlook
Downer’s strategy is to focus on its Urban Services businesses – Transport, Utilities, Facilities and Asset
Services – because these businesses have:
 demonstrated strength and resilience;
 leading market positions and attractive medium and long-term growth opportunities;
 a high proportion of government and government-related contracts; and
 a capital light, services-based business model generating lower risk, more predictable revenues and
cash flows.

These Urban Services businesses have work-in-hand of $36.2 billion and it is expected that demand will
remain strong due to continuing investment by both governments and blue chip industrial companies.

For further information please contact:
Michael Sharp, Group Head of Corporate Affairs and Investor Relations +61 439 470 145

About Downer
Downer is the leading provider of integrated services in Australia and New Zealand and customers are at the heart of
everything it does. It exists to create and sustain the modern environment and its promise is to work closely with its
customers to help them succeed, using world-leading insights and solutions to design, build and sustain assets,
infrastructure and facilities. Downer employs approximately 50,000 people, primarily in Australia and New Zealand. For
more information visit www.downergroup.com

1

Highlights
Statutory NPAT of $75.6m (statutory EBIT of $162.4m)
Underlying NPATA
1,2
of $119.1m, up 3.1% ($99.0m statutory)
Underlying EBITA
1,2
of $221.0m, up 2.9% ($195.8m statutory)
Margin improvement of 0.5 percentage points to 3.6%
Cash conversion of 97.4% (84.1% statutory)
Gearing reduced to 28.2% (35.5% at June 20)
Key milestones achieved:
100% ownership of Spotless
$1.4bn sustainability linked refinancing
Sale of non-core businesses ($526m
3
)
Market leading sustainability credentials
Resumption of ordinary dividends (9 cents per share –unfranked)
2
1
Downer calculates EBITA and NPATA by adjusting EBIT and NPAT to add back acquired intangible assets amortisation expense. Group HY21: $33.4m, $23.4m after-tax. (HY20: $34.4m, $24.1m after-tax)
2
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.
3
Includes proceeds from completed transactions (RTL and Snowden) and expected proceeds based on announced transactions not completed by 31 December 2020 (Laundries, Open Cut W est, Downer Blasting Services, Underground
and other plant sales)

1H21 performance overview
3
1
Downer calculates EBITA and NPATA by adjusting EBIT and NPAT to add back acquired intangible assets amortisation expense. Group HY21: $33.4m, $23.4m after-tax. (HY20: $34.4m, $24.1m after-tax)
2
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.
3
Infrastructure & Construction, previously reported in ‘Businesses in wind down’ has been reallocated to Facilities (Core) following a refocus of the business unit toward maintenance contracts
Underlying EBITA of $221.0m, up 2.9%,
and EBITA margin up 0.5pp to 3.6%
Urban Services businesses have
continued to show resilience despite
challenging market conditions
YarraTrams (Transport), Asset Services
and Hospitality continue to be materially
impacted by COVID-19
Utilities performed strongly despite
reduced contribution from NBN
Facilities performed well and positioned
to continue with COVID-19 response
Urban Services work-in-hand of $36.2bn
$m1H202H201H21
Change
1H20%
Transport
112.5123.199.7(11.4)
Utilities
63.051.654.1(14.1)
Facilities
3
68.756.262.5(9.0)
Asset Services (EC&M)
22.44.711.6(48.2)
Core Urban Services Businesses
266.6235.6227.9(14.5)
Engineering & Construction (EC&M)
(59.8)(9.4)(2.6)95.7
Businesses in wind down
(59.8)(9.4)(2.6)95.7
Mining
43.735.338.7(11.4)
Laundries (Facilities)
7.02.14.5(35.7)
Hospitality (Facilities)
0.2(19.9)0.350.0
Businesses under review or to be sold
50.917.543.5(14.5)
Corporate
(42.9)(42.5)(47.8)(11.4)
Underlying EBITA
1,2
214.8201.2221.02.9
Items outside of underlying EBITA
-(386.0)(25.2)(100)
Statutory EBITA
1
214.8(184.8)195.8(8.8)
Underlying NPATA
1,2
115.599.6119.13.1
Statutory NPAT
91.4(247.1)75.6(17.3)

4
Revenue $mEBITA $mEBITA margin
+13.0% v 1H20(11.4)% v 1H20(1.2)pp v 1H20
5.2%
4.9%
4.0%
0%
1%
2%
3%
4%
5%
6%
7%
1H202H201H21
2,178.0
2,514.3
2,462.1
0
500
1,000
1,500
2,000
2,500
3,000
1H202H201H21
112.5
123.1
99.7
0
20
40
60
80
100
120
140
1H202H201H21
Road Services
̶Strong operating performance in surfacing, bituminous products and network maintenance
̶Expanded SA road network management contract
Rollingstock Services
̶Strong operating performance in maintenance and projects, offset by:
oreduced Waratah profit contribution ($16.2m) due to completion of bogie overhaul and
Automated Train Protection (ATP) upgrade
oimpact of lower patronage on the Keolis Downer joint venture ($8.8m lower) due to
COVID-19, primarily Yarra Trams
̶Keolis Downer awarded contract to operate train passenger services in South Australia
̶Three of 65 High Capacity Metro Trains now in passenger service in Melbourne
Projects
̶Strong performance in NZ on urban project work, including City Rail Link (CRL), with
additional CRL packages awarded during the period
̶Parramatta Light Rail and METRONET alliance performing well

5
Top 5 Contract Wins in HY21
1. OperatingAdelaide Passenger Rail Network
2. Station upgrades under NSW Transport Access Program
3. Resurfacing EastLink, Melbourne’s largest tollway
4. Additional two contracts for City Rail Link project (NZ)
5. Dunedin City Council, Three Waters contract
Top 5 Contracts Remaining
1. Maintaining Waratah trains until 2044
2. Operating Yarra Trams until 2024 (Keolis Downer)
3. Maintaining HCMT trains until 2053
4. Maintaining Sydney Growth Trains until 2044
5. Operating Adelaide Passenger Rail Network until 2033
(Keolis Downer)
$16.8 billion work-in-hand
WIH Government
1
v Non-Government
0.0
1.0
2.0
3.0
4.0
5.0
2H21FY22FY23FY24FY25FY26+
WIH profile ($bn)
98%
2%
GovtNon Govt
1
W IH Government includes direct Government and Government-backed / regulated projects

6
Revenue $mEBITA $mEBITA margin
(28.0)% v 1H20(14.1)% v 1H20
4.5%
4.1%
5.3%
0%
1%
2%
3%
4%
5%
6%
7%
1H202H201H21
1,416.1
1,271.9
1,019.7
0
500
1,000
1,500
1H202H201H21
63.0
51.6
54.1
0
10
20
30
40
50
60
70
1H202H201H21
+0.8pp v 1H20
Telecommunications
̶Rebuilding contract book following roll-off of NBN and UFB construction contracts
̶Unified Field Operations (Network) contract with NBN ($320m over eight years)
̶Telstra Field Services contract ($330m over five years)
̶Vodafone contract in NZ (~$150m over five years)
Water
̶Strong result with significant long-term contracts won in FY20 (Confluence Water, Logan
City Council) performing well
Power and Gas
̶Strong result with significant long-term contracts won in FY20 (AusNet, Powerco)
performing well

81%
19%
GovtNon Govt
0.0
0.5
1.0
1.5
2.0
2H21FY22FY23FY24FY25FY26+
7
Top 5 Contract Wins in HY21
1. Unified Field Operations (Network) contract with NBN
($320m over maximum eight years)
2. On Demand Module, connecting businesses to NBN
3. Renewal of City West Water (Melbourne)
4. National installation partner for AGL solar and batteries
5. Field Services with Telstra ($330m over five years)
awarded in January 2021
Top 5 Contracts Remaining
1. Sydney Water until 2030 (Confluence Water JV)
2. AusNet (power) until 2024 (plus extensions for 6 years)
3. Logan City Council until 2025 (plus 2x2yrs extensions)
4. AusNet (gas) until 2026
5. Unified Field Operations (Network) contract with NBN
$5.2 billion work-in-hand
WIH Government
1
v Non-Government
WIH profile ($bn)
1
W IH Government includes direct Government and Government-backed / regulated projects

8
Revenue $mEBITA $mEBITA margin
(15.6)% v 1H20(9.0)% v 1H20
4.8%4.8%
5.2%
0%
1%
2%
3%
4%
5%
6%
7%
1H202H201H21
1,424.1
1,177.1
1,202.5
0
500
1,000
1,500
1H202H201H21
68.7
56.2
62.5
0
20
40
60
80
1H202H201H21
+0.4pp v 1H20
Government
̶Strong performance across State Government contracts benefiting from COVID-19 response
̶Joint bidding success with the Keolis Downer Adelaide Passenger Rail Network
̶Strong pipeline of first generation FM / maintenance contracts by governments
Health and Education
̶Strong performance across portfolio and growth from COVID-Safe support services
̶Continued improvement on Royal Adelaide Hospital as project approaches 30 June 2022 reset
Defence
̶Continued strong performance in Base and Estate management
̶Increasing share of Managing Contractor engagements
̶Ranked 7th top defence contractor in Australia
Building
̶Hawkins performing well despite lower revenue, with continued strong market share and wins
in health, education and defence
̶Spotless I&C refocused on industrial FM, maintenance and technical services

89%
11%
GovtNon Govt
0.0
1.0
2.0
3.0
4.0
5.0
6.0
2H21FY22FY23FY24FY25FY26+
9
Top 5 Contract Wins in HY21
1. NSW Land and Housing Corporation FM
2. Adelaide Metro FM and cleaning
3. Managing contract for Victoria Barracks, Melbourne
4. COVID-19 cleaning and services for Vic Government
5. TeWhareToroa(NZ Air Force facility)
Top 5 Contracts Remaining
1. New Royal Adelaide Hospital PPP until 2046 (contract
reset 30 June 2022)
2. Dept of Defence Estate Maintenance and Operations
3. NSW Whole of Government (cross agency FM)
4. Sunshine Coast University Hospital PPP until 2041
5. Bendigo Hospital PPP until 2042
$12.7 billion work-in-hand
WIH Government
1
v Non-Government
WIH profile ($bn)
1
W IH Government includes direct Government and Government-backed / regulated projects

10
Revenue $mEBITA $mEBITA margin
(34.9)% v 1H20(48.2)% v 1H20
5.5%
1.8%
4.3%
0%
1%
2%
3%
4%
5%
6%
7%
1H202H201H21
411.0
261.0
267.5
0
100
200
300
400
500
1H202H201H21
22.4
4.7
11.6
0
5
10
15
20
25
1H202H201H21
(1.2)pp v 1H20
Oil and Gas
̶Industry deferral of non-essential maintenance and capital works
̶Some improvement through remainder of FY21 with increased demand expected in FY22
Power Generation
̶Performance impacted by deferred shutdowns and deferral of non-essential maintenance
and capital works, offset by increasing market share with new customers
̶Likely to continue through FY21 with expectation of increased demand in FY22
̶Investment in energy transition capability
Industrial
̶Performance impacted by COVID-19 border restrictions and deferment of capital works,
with demand expected to increase through remainder of FY21

20%
80%
GovtNon Govt
0.0
0.1
0.2
0.3
0.4
0.5
2H21FY22FY23FY24FY25FY26+
11
Top 5 Contract Wins in HY21
1. CleanCoWivenhoeHydro Power Station Unit 1 overhaul
2. AGL Bayswater three year outages contract
3. BHP Olympic Dam SCM21 shutdown ECI
4. HMAS Cairns fuels upgrade
5. Santos Moomba carbon capture and storage project
Top 5 Contracts Remaining
1. CS Energy until 2024
2. BHP Port Hedlanduntil2023
3. Chevron infrastructure maintenance until 2023
4. Santos onshore development services until 2023
5. Origin Energy Eraring Power Station until 2022
$1.5 billion work-in-hand
WIH Government
1
v Non-Government
WIH profile ($bn)
1
W IH Government includes direct Government and Government-backed / regulated projects

Driving value for shareholders
12
Aligned to growing
markets and serving
quality customers
Strategic capital
allocation, cost and
capital efficiency
Consistently growing
EPS and DPS
Increasing EPS and a
60% –70% dividend
payout ratio over time
Business
growth
TSR growth through
continued delivery
Maintaining a strong
balance sheet and credit
rating
Strong operating cash
flow discipline
Increased exposure to
low capital, service
oriented businesses
Strategic acquisitions
Supporting our
communities
Governance
Zero Harm is embedded
in Downer’s culture
Efficient use
of capital
Sustainable
operations
Shareholder
value
High proportion Government revenue
Economic and social infrastructure
Markets aligned to economic stimulus
Portfolio mix adjusted to low
capital intensity Urban Services
– exit of Mining and Laundries
Market leading positions
Bolt on acquisitions
Return to high operating cash
conversion 80%+
Improve margins and ROFE
Optimise capital allocation
Optimise capital mix
Efficient term debt platform
Fitch BBB stable rating
Net Debt: 2-2.5x EBITDA
Leading Zero Harm KPIs, systems
and culture
ESG Focus
Invest in our social licence
Flexible work environment
Employer of choice
Effective and complementary
Management and Board
Appropriate reward structures

Sustainability
Shifting our investment focus away from Mining and Laundries supports our decarbonisation pathway
and our push to ensure Downer thrives in a low-carbon emissions economy
Downer will reduce Scope 1 and 2 GHG emissions by 206k tCO2-e or 35% on FY20 following the exit
of Mining and Laundries
$1.4 billion syndicated sustainability linked loan
̶Achievement of emissions targets and cultural awareness and mental health training will reduce funding costs
82
nd
percentile in the Dow Jones Sustainability Index (DJSE) (2019: 62
nd
)
̶Improvements across all three key areas: Governance & Economic, Environmental and Social
Committed to 45-50% reduction in Scope 1 and 2 GHG emissions by 2035 and net zero by 2050
Employee Engagement Survey
̶Increase in engagement score of 4 percentage points in 2020
Workplace Safety
̶Industry leading safety KPIs, systems and culture
̶Major focus on mental health and well-being
Modern Slavery Statement issued 10 February 2021
13

Immediate priorities
14
Completion of asset sales
̶Settlement of sales already announced ($526m
1
)
̶Sale of Mining’s Open Cut East and Otraco
Capital Management
̶Reset optimal capital structure at Net Debt: 2-2.5x EBITDA
̶Provide capital return to shareholders following asset sales
Refinement of business portfolio and corporate structure
̶Rightsizing of overhead cost base to match new Urban Services revenue and earnings profile
̶Drive operational synergies across business units including full integration of Spotless
̶Optimise leasehold footprint as business adapts to post COVID-19 flexible work models
̶Continue to build capability and resilience across the business to manage risk and volatility. Invest in cloud technology, cybersecurity
and business continuity
Deliver strong FY21 earnings and cash result
̶High cash conversion
̶Resumption of dividends
̶Consistent and reliable delivery (no surprises!)
1
Includes proceeds from completed transactions (RTL and Snowden) and expected proceeds based on announced transactions not completed by 31 December 2020 (Laundries, Open Cut W est, Downer Blasting Services, Underground
and other plant sales)

Immediate priorities (continued)
15
Implementation of The Downer Standard (TDS)
̶Common processes / single certification
̶Quality systems and IP capture
Earnings Growth
̶What will drive organic growth?
oIncreased spend in existing Urban Services markets. We are leveraged to the right sectors and customers
oMargin improvement through better contract performance, technology and refined portfolio and structure
oBrand development / increased Government focus
̶Strategic acquisitions in core markets

Group
financials
16

Underlying financial performance
17
Revenue down in Utilities, Facilities (primarily
Hospitality) and Asset Services, offset by growth in
Transport
Group EBITA margin 3.6%, up 0.5pp
Resumption of ordinary dividends – interim
dividend of 9cps declared
AASB16 reported consistently in both periods
1
Total revenue is a non-statutory disclosure and includes revenue from joint ventures, other alliances and other income.
2
Downer calculates EBITA and NPATA by adjusting EBIT and NPAT to add back acquired intangible assets amortisation expense. Group HY21: $33.4m, $23.4m after-tax. (HY20: $34.4m, $24.1m after-tax)
3
The underlying result are non-IFRS measures that are used by Management to assess the performanc e of the business. Non-IFRS measures have not been subject to audit or review.
4
ROFE = 12 month rolling underlying EBITA divided by average funds employed (AFE); AFE = Average Opening and Closing Net Debt (excludes lease liability) + Equity.
$mHY20
3
HY21
3
Change
(%)
Total revenue
1
6,838.5
6,116.0
(10.6)
EBITDA
429.3454.5
5.9
Depreciation and amortisation
(214.5)(233.5)
(8.9)
EBITA
2
214.8221.0
2.9
Amortisation of acquired
intangibles
(34.4)(33.4)
2.9
EBIT
180.4187.6
4.0
Netinterestexpense
(53.5)(51.8)
3.2
Profit before tax
126.9135.8
7.0
Taxexpense
(35.5)(40.1)
(13.0)
Netprofitaftertax
91.495.7
4.7
N PATA
2
115.5119.1
3.1
EBITA margin
3.1%3.6%
0.5pp
Effective taxrate
28.0%29.5%
1.5pp
ROFE
4
12.6%
9.9%
(2.7)pp
Dividenddeclared(cps)
14.0
9.0
(5.0)cps

Summary of earnings
18
1
Downer calculates EBITA by adjusting EBIT to add back acquired intangible assets amortisation expense. Group HY21: $33.4m (HY20: $34.4m)
2
Tax of $50.1m is calculated by adjusting underlying tax of $40.1m with $10.0m tax on amortisation of acquired intangible assets.
3
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.
4
The fair value of the Downer Contingent Share Option (DCSO) has increased primarily driven by the movement in Downer’s share price from $4.30 (grant date) to $5.33 at 31 December 2020 (+24%).
5
Transaction costs (including stamp duty) incurred in relation to the agreement to dispose of the Laundries business.
6
Net result including impairment of assets to the expected recoverable value and transaction costs incurred, offset by gain onplant and equipment disposed and from the divestment of Snowden and RTL JV (refer to Note B4 of the Financial Report).
$mEBITA
1
Net
interest
expense
Tax
expense
2
NPATA
1
Deduct:
Amortisationof
acquired intangibles
(post-tax)
NPAT
Underlying
3
result221.0(51.8)(50.1)119.1(23.4)95.7
Non-cash fair value movement on the
Spotless minority acquisition Downer
Contingent Share Obligation liability
4
(14.0)--(14.0)-(14.0)
Termination of Spotless financing
arrangements
-(4.3)1.3(3.0)-(3.0)
Laundries transaction costs
5
(4.0)-1.0(3.0)-(3.0)
Mining divestments
6
(7.2)-7.1(0.1)-(0.1)
Total items outside underlying result
(25.2)
(4.3)9.4(20.1)-
(20.1)
Statutory result
195.8
(56.1)(40.7)99.0(23.4)
75.6

Operating cash flow
19
Strong cash performance across portfolio
Underlying EBITDA conversion of 97.4%
after adjusting for items (totalling $60.3m)
recognised in FY20
Factoring at 31 December 2020 was
$104.7m ($113.7m at 31 December 2019)
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.
2
Includes $89.3m (HY20: $67.4m) depreciation of Right-of-use-assets (ROUA) following the adoption
of AASB 16.
3
Interest, including AASB 16 finance leases of $14.4m (HY20: $12.6m) and other costs of finance paid
less interest received.
$mHY20HY21
Change
(%)
Underlying
1
EBIT
180.4187.6
4.0
Add: depreciation and amortisation
2
248.9266.9
7.2
Underlying
1
EBITDA
429.3454.5
5.9
Operating cash flow
(4.5)350.2
>100
Add: Net interest paid
3
51.052.4
2.7
Deduct: Tax received
(27.0)(20.3)
(24.8)
Adjusted operating cash flow
19.5382.3
>100
EBITDA conversion
4.5%84.1%79.6pp
Adjust for items booked in FY20HY21
Portfolio restructure and exit costs
23.4
Payroll remediation costs
4.1
Spotless shareholder class action
32.8
Underlying adjusted operating cash flow
442.6
Underlying EBITDA conversion
97.4%

Cash flow
20
Net capital expenditure reduced due
to lower spend on Laundries rental
stock and Mining equipment
Proceeds from sale of businesses
represents the completed Snowden
and RTL JV transactions
Payment of deferred HY20 dividend
of $83.3m in period
1
Includes purchase of assets as a lessor $6.7m (HY20: $25.6m).
$mHY20HY21
Change
(%)
Total operating
(4.5)
350.2
>100
Net capital expenditure – core
(63.0)
(66.6)
(5.7)
Net capital expenditure – non-core
1
(101.7)
(40.8)
59.9
Spotless acquisition
-
(134.5)
(100)
Other acquisitions
(19.3)
(0.1)
99.5
IT Transformation
(31.7)
(17.4)
45.1
Proceeds from sale of businesses
-
25.1
100
Payment for investments in associates
-
(9.8)
(100)
Advances to JVs and other
(6.3)
(7.5)
(19.0)
Total investing
(222.0)
(251.6)
(13.3)
Issue of shares (net of costs)
-
390.7
100
Net proceeds / (repayment) of borrowings
185.7
(349.4)
>(100)
Dividends paid
(87.0)
(86.2)
0.9
Payment of principal lease liabilities – core
(56.3)
(70.8)
(25.8)
Payment of principal lease liabilities – non-core
(10.8)
(22.9)
>(100)
Total financing
31.6
(138.6)
>(100)
Net (decrease) in cash
(194.9)
(40.0)
79.5
Cash at 31 December
514.9
550.4
6.9
Total liquidity
1,651.9
1,877.4
13.7

Balance sheet
21
Significant improvement in gearing
and Net debt / EBITDA due to
completed capital raising and strong
underlying cash performance
Pro-forma adjustments for the
divestments further improve credit
metrics (refer slide 23)
$mJun-20Dec-20
Current assets
3,404.73,576.1
Non-current assets
5,267.84,680.8
- Goodwill
2,281.32,281.7
- Acquired intangible assets
349.4300.2
- PP&E, Software and other
2,044.51,569.1
- Right-of-use assets
592.6529.8
Total Liabilities
(6,052.0)(5,313.5)
- Lease liabilities
(763.2)(684.0)
- Other liabilities
(5,288.8)(4,629.5)
Net Assets
2,620.52,943.4
Net Debt
1
(1,480.5)(1,183.3)
Gearing: net debt / net debt plus
equity
2
35.5%28.2%
Net debt / EBITDA
3
2.62.1
1
Adjusted for the marked-to-market derivatives and deferred finance charges and excludes the lease liabilities of $684.0m at 31 December 2020.
2
Equity adjusted to exclude the impact on adoption of AASB 16 of $65.8m.
3
On a post-AASB-16 basis, see slide 30

Group debt profile
22
Weighted average debt duration of 4.1
years
1
(3.4 years at 30 June 20)
No debt maturities within the next 12 months
Downer has established a new $1.4 billion
syndicated sustainability linked loan facility
The refinancing has extended debt duration,
achieved a more balanced debt maturity
profile and reduced interest costs
Group debt profile retains flexibility as
divestments progress
Debt facilities $mJun-20Dec-20
Total limit
2
3,339.03,060.7
Drawn
2
2,069.01,733.7
Available1,270.01,327.0
Cash588.5550.4
Total liquidity1,858.51,877.4
Net debt
2
1,480.51,183.3
1
Based on the weighted average life of debt facilities (by A$mlimit).
2
Excludes lease liabilities.
0
200
400
600
800
1000
1200
Jun-21Jun-22Jun-23Jun-24Jun-25Jun-26Jun-27Jun-28Jun-29Jun-30Jun-31Jun-32Jun-33
A$m
Syndicated bank facilitiesUSPPJPY MTNA$ MTNBilateral bank facilities

Pro-forma metrics and capital management
23
Gearing of 28.2% at Dec-20, down from 35.5% at Jun-20 as a
result of capital raising and strong HY21 cash flows
Adjusting for divestments, pro-forma gearing of 18.3%
3
Downer to target optimal Net Debt / EBITDA of 2.0-2.5x post
divestments
Net debt / EBITDA of 2.1x, comfortably within range
Pro-forma Net debt / EBITDA further reduces to 1.8x
3
at
completion of current divestments
Dividend payments resumed
Use of sale proceedsResumption of dividend payments
Dividend declared of 9cps
Represents payout of 54% of underlying HY21
NPATA (excluding ROADS dividends)
Prioritise maintenance of BBB investment grade
rating
Consider capital management initiatives
Growth
$mJun-20Dec-20
Net debt
1,480.51,183.3
Equity
1
2,686.43,009.2
Gearing
35.5%28.2%
Total pro-forma
divestment proceeds
510.0
2
Pro-forma gearing
18.3%
1
Equity adjusted to exclude the impact on adoption of AASB 16 of $65.8m.
2
Pro-forma adjustment excludes Snowden and RTL divestments which completed prior to 31 December 2020.
3
Detailed calculations of the pro-forma metrics have been included in the Supplementary information section of this presentation.

Significant progress on sale of non-core businesses
24
LaundriesOpen Cut WestDowner Blasting
Services
UndergroundRTL, Snowden and
other equipment sales
FY20 revenue: $246mFY20 revenue: $398mFY20 revenue: $150mFY20 revenue: $273mFY20 revenue: $65m
Sale of 70% to
AdamantemCapital
announced on 2
December 2020, for total
proceeds of ~$155m.
Downer’s retained 30%
stake sees it well
positioned to benefit from
post COVID-19 recovery.
Completion expected to
occur in Q1 calendar
2021.
Sale to MACA Limited
announced on 15
December 2020, with
cash proceeds of $205m
(including $66m
deferred). Completion
took place on 1 February
2021.
Sale to EnaexS.A
announced on 18
November 2020, for an
enterprise value of $62m.
All conditions precedent
have been satisfied, and
completion is scheduled
to occur 1 March 2021.
Announced on 20
January 2021 that
underground mining
services at Carrapateena
mine will transition from
Downer to Byrnecut.
Equipment and inventory
are expected to transfer
at book value, and when
combined with unwind of
working capital, will
generate proceeds of
~$70m.
Sale of Snowden to
Dataminecompleted on 15
July 2020.
Sale of Downer’s 44%
share in the RTL joint
venture to Thiess
completed on 28 August
2020.
Other equipment sales of
$18m.
Total net cash proceeds of
$34m.
Total proceeds to be received for sales to date of $526m in line with net book value

Key messages
25
Our Urban Services businesses have proved their resilience – solid earnings and work-in-hand
Transport, Utilities and Facilities end markets are enjoying tailwinds from increasing government
infrastructure expenditure
Our scale, leading capabilities and fit-for-purpose, capital light services business model means Downer is
well placed to secure a growing share of this pipeline – our brand and relationships are strong
Our confidence for the future is reinforced by stable, underlying financial performance and >80% cash
conversion (which enabled resumption of dividends)
We see opportunities to drive margin improvement through operational synergies from complementary
services business lines and technology
Commitment to consistent and reliable delivery into the future – no surprises
Evaluating opportunities to invest for growth – disciplined focus on Urban Services

Q&A
26

Supplementary
information
27

Pro-forma metrics – estimated proceeds
28
Gearing
$m
Net DebtEquityGearing
31 December 2020 reported
1
1,183.3
3,009.2
28.2%
Open Cut West
2
(205.0)
-
(3.7%)
Blasting
(62.0)
-
(1.2%)
Underground – Carrapateena
3
(70.0)
-
(1.4%)
Mining – sale of idle fleet
(18.0)
-
(0.4%)
Laundries
(155.0)
-
(3.3%)
Proforma 31 December 2020
673.3
3,009.2
18.3%
1
Reported metrics include Snowden and RTL divestments which completed prior to 31 December 2020
2
Includes $109m payment on completion, plus $66m payable in 12 equal monthly instalments, plus ~$30m working capital unwind.
3
Assumes proceeds equate to book value of PPE and Inventory, and includes working capital unwind.
4
Net debt for the purposes of calculating net debt to EBITDA ratio includes lease liabilities ($684.0m at 31 December 2020).
Net debt / underlying EBITDA
$m
Net
Debt
4
LTM
EBITDA
Net debt /
EBITDA
31 December 2020 reported
1
1,867.3
887.2
2.10x
Open Cut West
2
(205.0)
(67.0)
(0.08)x
Blasting
(62.0)
(14.2)
(0.04)x
Underground – Carrapateena
3
(70.0)
(7.2)
(0.07)x
Mining – sale of idle fleet
(18.0)
-
(0.02)x
Laundries
(155.0)
(55.3)
(0.07)x
Proforma 31 December 2020
1,357.3
743.5
1.83x

Reconciliation to segment financials
29
Underlying EBITA
1,2
($m)HY20HY21
Asset Services (EC&M)
22.411.6
Engineering & Construction (EC&M)
(59.8)(2.6)
EC&M Segment EBITA
(37.4)9.0
Facilities (core)
68.762.5
Laundries (Facilities)
7.04.5
Hospitality (Facilities)
0.20.3
Facilities Segment EBITA
75.967.3
1
Downer calculates EBITA by adjusting EBIT to add back acquired intangible assets amortis ationexpens e.
2
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.

Net debt / EBITDA calculation
30
Net debt / EBITDA
$m
Dec-19Jun-20Dec-20
Pre-AASB 16
LTM EBITDA
805.6686.2682.9
Net debt
1,388.21,480.51,183.3
Net debt / EBITDA (x)
1.72.21.7
Post-AASB 16
LTM EBITDA
883.5862.0887.2
Net debt
2,136.52,243.71,867.3
Net debt / EBITDA (x)
2.42.62.1