Half Yearly Report and Accounts

Half Year Results13 February 2024DOWIndustrials

Page 1 of 1
14 February 2024
C
ompany Announcements Office
ASX Limited
Exchange Centre
Level 4, 20 Bridge Street
SYDNEY NSW 2000
D
ear Sir/Madam
P
lease find attached the following documents:
1.Appendix 4D – results for announcement to the market for the half-year ended
31 December 2023;
2.Condensed Consolidated Half-year Financial Report dated 31 December
2023;
3.Market release dated 14 February 2024; and
4.Investor Presentation.
Y
ours sincerely,
Downer EDI Limited
R
obert 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 2023
Appendix 4D
31 Dec 2023
31 Dec 2022
%
$'m
$'m
change
Revenue from ordinary activities5,537.1 5,693.1
Other income46.1 17.7
Total revenue and other income from ordinary activities5,583.2 5,710.8 (2.2%)
Total revenue including joint ventures and other income 6,025.9 6,144.7 (1.9%)
127.6 129.8 (1.7%)
Earnin
gs before interest and tax and amortisation of acquired intangible assets (EBITA)
139.2 142.9 (2.6%)
Profit from ordinar
y activities after tax attributable to members of the parent entity
72.1 68.1 5.9%
80.2 77.3 3.8%
31 Dec 2023
31 Dec 2022
%
cents cents change
Basic earnings per share9.8 9.3 5.4%
Diluted earnings per share
(i)
9.8 9.3 5.4%
Net tangible asset backing per ordinary share31.8 22.6 40.7%
Dividend
31 Dec 2023
31 Dec 2022
Interim Interim
Dividend per share (cents)6.0 5.0
Franked amount per share (cents) - -
Conduit foreign income (CFI) (%)0% 44%
Dividend record date
14/3/24 13/3/23
Dividend payable date11/4/24 11/4/23
Redeemable Optionally Adjustable Distributing Securities (ROADS)
Dividend per ROADS (in Australian cents)3.28 2.66
New Zealand imputation credit percentage per ROADS 100% 100%
ROADS payment dateQuarter 1 Quarter 2
Instalment date FY2024
15/9/23 15/12/23
Instalment date FY202315/9/22 15/12/22
Downer EDI's Dividend Reinvestment Plan (DRP) has been suspended.
For commentary on the results for the period and review of operations, please refer to the Directors' Report and separate media release.
Profit from ordinary activities after tax and before amortisation of acquired intangible
assets (NPATA)
Earnings before interest and tax
(i) At 31 December 2023, the ROADS were deemed anti-dilutive and consequently, diluted earnings per share remained at 9.8 cents per share.
Loss of control over entities
Details of Loss of control over entities are disclosed in Note D6 Disposal of business in the Condensed Consolidated Financial Report.
Details of associates and joint venture entities
Details of associates and joint venture entities are disclosed in Note D5 Equity accounted investments in the Condensed Consolidated
Financial Report.
1

Downer EDI Limited
ABN: 97 003 872 848
Condensed Consolidated
Financial Report
for the half-year ended
31 December 2023

ContentsHalf-year Report 2024
Contents
Directors' Report
Page 2
Auditor’s Signed Report
s
Page 14Auditor's Independence Declaration
Page 1
5Independent Auditor's Review Report
Financial Statements
Page 17Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income
Page 18Condensed Consolidated Statement of Financial Position
Page 19Condensed Consolidated Statement of Changes in Equity
Page 20Condensed Consolidated Statement of Cash Flows
Notes to the condensed consolidated financial statement
s
Page 21-22Page 23-28Page 29-36Page 37-44
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Directors' Declaration
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#N/A
#N/A
#N/A
#N/A
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#N/A
#N/A
Contingent liabilities
Equity accounted
investments
Other financial
assets and liabilities
Disposal of
businesses
#N/ADisposal group held
for sale
Trade payables and
contract liabilities
Issued capitalProperty, plant and
equipment
ReservesIntangible assets
Revenue
Employee benefits
expense
Individually
significant items
Earnings per share
Subsequent events
ABCD
________________________________________________________________________
Segment
information
Trade receivables
and contract assets
#N/A
#N/A
#N/A
Borrowings
Financing facilities
Dividends
#N/A
About this
report
Business
performance
Capital structure
and financing
Other
disclosures
1

2
DIRECTORS’ REPORT
For the half-year ended 31 December 2023
The Directors of Downer EDI Limited (Downer) submit the condensed consolidated financial report of the Company
for the half-year ended 31 December 2023. In accordance with the provisions of the Corporations Act 2001 (Cth), the
Directors’ Report is set out below:
Directors
The names of the Directors of the Company during, or since the end of the half-year are:
Mark John Menhinnitt (Chairman, Independent Non-executive Director)
Peter John Tompkins (Managing Director and Chief Executive Officer)
Sheridan Adelene Broadbent (Independent Non-executive Director) – appointed on 1 October 2023
Teresa Gayle Handicott (Independent Non-executive Director)
Nicole Maree Hollows (Independent Non-executive Director)
Adelle Maree Howse (Independent Non-executive Director)
Steven John MacDonald (Independent Non-executive Director) – appointed on 1 September 2023
Peter Lawrence Watson (Independent Non-executive Director) – retired on 30 September 2023
REVIEW OF OPERATIONS
PRINCIPAL ACTIVITIES
Downer EDI Limited (Downer) is a leading provider of integrated services in Australia and New Zealand. Downer
employs approximately 31,000 people, mostly in Australia and New Zealand.
Downer operates in sectors that are closely connected to the investment that is being driven by population growth and
urbanisation. These sectors include roads, rail, light rail, other public transport, power, gas, water, telecommunications,
health, education, defence and other government sectors.
These sectors are served by Downer’s Transport, Utilities and Facilities segments.
Divestments during the reporting period
In the year ended 30 June 2023, Downer completed the divestment of the Australian Transport Projects business to a
wholly owned subsidiary of Gamuda Berhad, a large engineering and construction company listed in Malaysia. There
remained a number of customer consents outstanding at the date of completion. Consents for these contracts were
received during the period and the divestment of these contracts completed in the half-year ended 31 December 2023.
In the half-year ended 31 December 2023, Downer also:
Completed the sale of the remaining part of its Australian Mechanical and Electrical Commercial Projects
business (‘Asset & Development Services’) to existing managers of the business. The Asset & Developm
ent
Servi
ces business financial performance is reported under the Facilities segment for the perio
d.

Announced and completed the sale of its 45 per cent interest in Repurpose It, a resource
recovery joint venture
busi
ness operating in Victor
ia.

Completed other smaller transactions as part of the on-going strategy to simplify the business and focus
on
c
ore markets.
Refer to note D6 for further detail on divestments.
SUSTAINABILITY
At Downer, sustainability means being environmentally sustainable as well as prioritising the safety of our people,
achieving sustainable growth, building trusted relationships and ensuring we have a diverse and inclusive workforce.
Downer’s commitments to sustainability are outlined in its policies, which are accessible from the Downer website

3
(www.downergroup.com). The Group’s 2023 Sustainability Report details Downer’s sustainability related
performance for the financial year ended 30 June 2023 and can be found on the Company website
(www.downergroup.com/2023sustainabilityreport).
As Downer’s transformation program is underway, Downer is evolving our Purpose and Promise and updating our
Pillars. In FY23, Downer changed its Purpose to articulate a higher ambition. With sustainability at the forefront of how
organisations build strategy, allocate capital and contribute to activities that support energy transition, it was important
for Downer to articulate our ambition in a way that resonates more meaningfully with all stakeholders.
Downer embeds sustainability in the way we deliver our services and operate our business across the Tasman.
Downer’s new Purpose is: ‘Enabling communities to thrive’. With Downer’s services impacting millions of lives every
day, the sustainability of the Group’s operations is paramount – for its people, partners, shareholders, customers and
their customers. Downer delivers these services while managing the impacts of its activities on people, the environment
and the communities in which the Group operates whilst working collaboratively with its supply chain. Downer’s
capability is well placed for the energy transition and decarbonisation effort that is required to meet Australia and New
Zealand’s respective net zero emissions targets.
For further information please refer to Downer’s 2022 Climate Change Report which can be found on the Company
website (www.downergroup.com/climate-change-report). This Climate Change Report has been prepared to
provide shareholders and potential shareholders with information on Downer’s net zero targets, approach to climate
risks and opportunities as well as our climate-related plans, activities, and disclosures in accordance with the Taskforce
for Climate related Financial Disclosures (TCFD), which has now been integrated into the International Sustainability
Standards.
ZERO HARM
Downer remains steadfastly committed to Zero Harm. Protecting our people, communities and the environment is and
will always be Downer’s number one priority. Since 31 December 2022, Downer’s Lost Time Injury Frequency Rate
(LTIFR) increased to 0.96 from 0.72, and its Total Recordable Injury Frequency Rate (TRIFR) increased to 2.77 from
2.30 per million hours worked
1
. Incidents are investigated with actions to prevent recurrence identified and tracked to
closure. Relevant lessons are shared across Business Units. Trends are reviewed and addressed at the Business
Unit level and are considered by Communities of Practice, as relevant.
Sadly, in the half-year two fatal incidents occurred. A staff member was fatally injured during asphalting operations
while working in regional New South Wales, and a subcontractor died while operating a dozer undertaking land-clearing
activities in the South Burnett region of Queensland. Downer extends its condolences to these workers’ families,
colleagues, and employers.
1
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 plus medically treated injuries (MTIs) for employees and contractors. Total Recordable Injury Frequency Rate (TRIFR) is the
number of TRIs per million hours worked.

4

GROUP FINANCIAL PERFORMANCE
The main features of the result for the 6 months ended 31 December 2023 were:

 Total revenue
1
of $6.0 billion, down 1.9% on prior comparative period (pcp)
 Statutory EBITA
2
of $139.2 million, down 2.6% on pcp
 Underlying
3
EBITA of $150.5 million, up 12.6% on pcp
 Underlying EBITA margin of 2.5%, an increase from 2.2% in the pcp
 Statutory earnings before interest and tax (EBIT) of $127.6 million, down 1.7% on prior year
 Statutory profit after tax and before amortisation of acquired intangible assets (NPATA) of $80.2 million, up
3.8% on pcp
 Statutory profit after tax (NPAT) of $72.1 million, up 5.9% on pcp.

Total revenue of $6.0 billion decreased by 1.9% on the prior period. Growth in Rail and Transit Systems in the Transport
segment and the Utilities business was offset by the divestment of the Australian Transport Projects and Asset and
Development Services businesses in the Transport and Facilities segments respectively.

Underlying EBITA of $150.5 million increased 12.6% on the prior period. This was attributable primarily to a recovery
in earnings from the Utilities business compared to a loss in the prior year, in addition to improved performance in the
Projects business in New Zealand. This was offset by the divestment of the Australian Transport Projects and Asset
and Development Services businesses.

Cash conversion for the period was 73.4%. Cash conversion was impacted by payments associated with FY23 and
HY24 Individually Significant Items (together $20.7 million), as well as the Australian Transport Projects GST payment
of $23.5 million as disclosed in the Consolidated Statement of Cash Flows in the FY23 Annual Report. Normalising for
these cash outflows, underlying cash conversion equates to 87.7%.

Net finance costs increased by $7.1 million or, 17.6%, to $47.4 million driven by an increase in average cost of funds
on reduced net debt, partially offset by higher interest on cash.

The underlying effective tax rate of 25.7% is lower than the statutory corporate tax rate of 30.0% primarily due to the
impact of non-taxable distributions from joint ventures and lower tax rates in overseas jurisdictions (e.g. New Zealand).

Individually Significant Items (ISIs) totalled a $11.3 million loss before interest and tax for the year, ($4.1 million profit
after-tax). Additional information is provided on the following pages of the Review of Operations and in Note B4 to the
Financial Report.

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
Earnings before interest, tax and amortisation of acquired intangibles (EBITA).
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.

5
Underlying EBITA and reconciliation to Statutory NPAT
The table below provides a comparison of the underlying
1
earnings for HY24 versus the results for HY23
2
and a
reconciliation to statutory NPAT.
Underlying
1
EBITA (A$m)
Reporting
Segment
HY24 HY23
Variance
(%)
Transport
2
Transport 100.8 101.9(1.1%)
Utilities
2
Utilities 18.7 (5.2)>100%
Facilities
2
Facilities 85.8 85.8-
CorporateUnallocated (54.8) (48.9) (12.1%)
Group Underlying EBITA
3
150.5 133.6 12.6%
Amortisation of acquired intangibles (pre-tax) (11.6)(13.1)11.5%
Underlying EBIT 138.9120.515.3%
Net interest expense (47.4) (40.3) (17.6%)
Tax expense (23.5) (21.4) (9.8%)
Underlying NPAT 68.058.815.6%
Amortisation of acquired intangibles (post tax) 8.1 9.2 (12.0%)
Underlying NPATA
3
76.1 68.0 11.9%
Items outside of underlying NPATA (11.3) 9.3 >100%
Tax effect on items outside NPATA 15.4 - 100%
Statutory NPATA 80.2 77.3 3.8%
Amortisation of acquired intangibles (post tax) (8.1) (9.2) (12.0%)
Statutory NPAT 72.1 68.1 5.9%
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
HY23 Transport, Utilities and Facilities contribution have been restated as a result of the change in operating segments (refer to Note B1)
consistent with FY23 changes.
3
Downer calculates EBITA and NPATA by adjusting EBIT and NPAT to add back acquired intangible assets amortisation expense.

6
STATUTORY EARNINGS
Statutory earnings before interest and tax (EBIT) of $127.6 million, down 1.7% from $129.8 million.
Statutory EBITA of $139.2 million, down 2.6% from $142.9 million.
Underlying EBITA of $150.5 million, up 12.6% from $133.6 million.
A reconciliation of the HY24 underlying result to the statutory result is provided in the table below:
A$m EBITA
Net
finance
costs
Tax
expense
NPATA
Amortisation
of acquired
intangibles
(post-tax) NPAT
Underlying result 150.5 (47.4) (27.0) 76.1 (8.1) 68.0
Fair value on Downer Contingent
Share Options (DCSO)
1

1.2 -
-
1.2 -1.2
Net gain on divestments and exit costs 33.8 -1.835.6 -35.6
Transformation and restructure costs (12.3) -3.7(8.6) -(8.6)
Regulatory reviews and legal matters (15.4) -4.4(11.0) -(11.0)
Impairment and other asset write-
downs
(18.6) -5.5(13.1) -(13.1)
Total items outside underlying
results
(11.3) -15.44.1 -4.1
Statutory profit 139.2 (47.4) (11.6) 80.2 (8.1) 72.1
1
The Downer Contingent Share Options (DCSO) issued as part of the acquisition of the minority interest in Spotless in August 2020 are required to
be recorded at fair value with changes in fair value recorded through profit or loss. Since 30 June 2023, the fair value of the DCSO liability has
decreased by $1.2 million with a gain recognised in ‘Other income’ in the Condensed Consolidated Statement of Profit or Loss and Other
Comprehensive Income during the period.
Refer to
Note B4 to the Financial Report for further details.

7
EXPENSES
Total expenses decreased by 2.4% compared to the prior corresponding period (pcp) to $5.5 billion. Included in total
expenses is $53.2 million of ISIs (nil in the pcp). Downer’s cost base (including ISIs) by type of expense compared to
the pcp is as follows:
Employee benefits expenses decreased by 0.4%, or $7.6 million, to $1.7 billion and represents 32.0% of Downer’s
cost base. The decrease in labour expenses is broadly consistent with the reduction in revenue, with growth in
Segments offset by divestments including Australian Transport Projects and Asset & Development Services.
Subcontractor costs decreased by 4.2%, or $102.2 million, to $2.3 billion and represents 42.2% of Downer’s cost
base. The decrease in subcontractor costs as a percentage of overall expenses is due to the higher use of
subcontractors in the divested Australian Transport Projects business.
Raw materials and consumables costs decreased by 11.2%, or $82.9 million, to $0.7 billion and represents 12.0% of
Downer’s cost base. The decline was predominantly due to the decrease in construction activities following the
divestment of the Australian Transport Projects business.
Plant and equipment costs decreased by 3.0% or $6.6 million to $0.2 billion, as a result of the divestment of Australian
Transport Projects. Total depreciation and amortisation increased by 5.8%, or $9.4 million, to $0.2 billion and
represents 3.1% of Downer’s cost base. Of the $9.4 million increase in depreciation and amortisation, $8.0 million
relates to accelerated amortisation in relation to IT assets and is listed as an ISI related to transformation and
restructure costs (Refer to Note B4). Impairment of non-current assets expense of $12.1 million relates to IT assets
that will no longer be utilised or provide future economic benefit as a result of transformation and business restructuring.
Refer to Note B4 for additional information.
Other expenses from ordinary activities, which includes communication, travel, professional fees and occupancy costs,
increased by $45.1 million to $0.4 billion, primarily due to $31.4 million of individually significant items (pre-tax) as
described in Note B4 of the Financial Report, increased communications spend from Software as a Service technology
investment and inflation.
CASH FLOW
Operating Cash Flow
Operating cash flow of $168.2 million represents an underlying cash conversion of 73.4% of adjusted earnings before
interest, tax, depreciation and amortisation (EBITDA). Cash conversion was impacted by payments associated with
FY23 and HY24 Individually Significant Items (together $20.7 million), as well as the Australian Transport Projects
GST payment of $23.5 million as highlighted in the FY23 Annual Report. Normalising for these cash outflows,
underlying cash conversion equates to 87.7%.

8
Investing Cash Flow
Total investing cash inflow of $1.0 million includes $70.7 million proceeds from the disposal of businesses during the
period, net of cash disposed. Refer to note D6 for details.
Excluding proceeds from the disposal of businesses, investing cash outflow decreased by 22.4% or $20.1 million to
$69.7 million largely due to less capital expenditure in the Transport Segment with a number of asphalt plant projects
nearing completion.
DEBT AND BONDING
The Group’s performance bonding facilities totalled $2,190.2 million at 31 December 2023 with $763.4 million
undrawn. There is sufficient available capacity to support the ongoing operations of the Group.
As at 31 December 2023, the Group had liquidity of $1.9 billion comprising cash balances of $553.4 million and
undrawn committed debt facilities of $1.3 billion.
The Group has a BBB credit rating with Negative outlook from Fitch.
BALANCE SHEET
Since 30 June 2023, the net assets of the Group increased by $12.4 million.
Movement in Net Assets ($m)
Net debt is calculated as borrowings (excluding lease liabilities) less cash and cash equivalents. Net debt has
decreased by $34.1 million driven by cash generated in the period enabling the repayment of borrowings.
Property, Plant & Equipment decreased by $30.4 million during the period largely attributable to the sale of the Metering
Services business’ assets and contracts (Refer to Note D6) and disposals in the Transport segment.
Intangibles have declined by $33.3 million to $2.1 billion, primarily due amortisation of software and system
development assets totalling $25.5 million and impairment of $12.1 million as outlined in Note B4.
Net working capital, which includes current trade receivables and contract assets, in addition to current trade payables
and contract liabilities, increased by $79.8 million mainly driven by a decrease in trade payables.
Total Equity increased by $12.4 million, primarily as a result of the statutory profit after tax of $72.1 million, offset by
$60.3 million of dividends paid during the period.

9
SEGMENT FINANCIAL PERFORMANCE
TRANSPORT
Transport comprises Downer’s Road Services, Rail and Transit Systems and Projects businesses.
Transport
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%.
Transport revenue decreased by 1.9%, or $60.4 million, to $3.1 billion, while EBITA decreased by 1.1% or $1.1
million to $100.8 million. The decrease in revenue and EBITA was attributable to the divestment of the Australian
Transport Projects business. This was offset by growth in other parts of the Transport segment. Revenue growth was
delivered in the Rail & Transit Systems business from the ramp up of the Queensland Trains Manufacturing Program
(QTMP) contract in the period. EBITA growth in both the Roads and Projects business in New Zealand partially
offset the impact of the Australian Transport Projects divestment and commercial settlements on rail refurbishment
projects.
Road Services
Downer manages and maintains road networks across Australia and New Zealand and manufactures and supplies
products and services to create safe, efficient and reliable journeys. Downer offers one of the largest non-government
owned road infrastructure services businesses in Australia and New Zealand.
Downer creates and delivers solutions to its 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.
During the period Downer announced and completed the sale of its 45 per cent interest in Repurpose It, a resource
recovery joint venture business operating in Victoria.
Rail and Transit Systems
Downer has over 100 years’ rail experience providing end-to-end, innovative transport solutions. Downer is a leading
provider of rollingstock asset management services in Australia, with expertise in delivering whole-of-life asset
management support to its 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.
The Keolis Downer joint venture is Australia’s largest private provider of multi-modal public transport solutions, with
contracts to operate and maintain Yarra Trams in Melbourne, the Gold Coast light rail system in Queensland, Adelaide

10
Metro 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.
Projects
Downer provides building and construction solutions across a variety of sectors in New Zealand, including the design
and construction of track and station works, signalling, bridges, airports and roads. Through the Hawkins business,
Downer also delivers vertical construction to customers in New Zealand. Downer has a long history of delivering
infrastructure projects under a variety of contracting models.
In the year ended 30 June 2023, Downer completed the divestment of the Australian Transport Projects business to a
wholly owned subsidiary of Gamuda Berhad, a large engineering and construction company listed in Malaysia. There
remained a number of customer consents outstanding at the date of completion. Consents for these contracts were
received and the divestment of these contracts completed in the half-year ended 31 December 2023.
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%.
Utilities re
venue increased by 6.6%, or $75.3 million, to $1.2 billion, while EBITA increased $23.9 million to $18.7
million compared to a loss of $5.2 million in the prior period. An ongoing turnaround in performance of a power
maintenance contract in the Australian operations of the Power and Gas business and modest improvement in the
Water portfolio underpinned the improvement in earnings. Revenue and EBITA was also supported by strong growth
in the Telco business, particularly in Australia.
Power and Gas
Downer’s services include planning, designing, constructing, o
perating, maintaining, managing and decommissioning
transmission and distribution power assets as well as gas network assets. A collaborative approach has made Downer
a benchmark end-to-end service provider to owners of utility assets.
Downer 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.

11
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 design
construction, maintenance and rehabilitation, desalination and biosolids treatment.
As a 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.
Telecommunications
Downer is a leading provider of end-to-end technology and comm
unications service solutions, offering integrated civil
construction, electrical, fibre, copper and wireless network deployment capability throughout Australia and New
Zealand. Key capabilities include designing, engineering, consulting, maintenance, operations and smart metering.
FACILITIES
The Facilities segment operates in Australia and New Zealand across a range of industry sectors including education,
health, government, defence and industrial and energy.
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%.
Facilitie
s revenue decreased by 8.9%, or $159.6 million, to $1.6 billion, while EBITA was flat during the period at $85.8
million. The decrease in revenue compared to the prior period was primarily attributable to the divestment of the Asset
and Development Services business. EBITA was flat with an improvement in margin percentage due to low contribution
from the divested Asset and Development Services business in the prior period.
Government and Health & Education
Downer is the largest integrated facilities management services provider in Australia and New Zealand, delivering
property and facilities management services to government departments, agencies and authorities at the Federal,
State and municipal level. With 21 Public Private Partnership projects across the defence, education, health and leisure
sectors, Downer provides innovative management of its customers’ assets across their lifecycle.
Downer has a 40-year history of supporting the daily operations of hospitals across Australia and New Zealand,
delivering a range of services that create a safe environment for hospital staff, patients and their guests. At leading
schools and tertiary institutions, Downer helps to create world-class learning environments through integrated services
such as catering, building and grounds maintenance, conserving energy with air-conditioning and lighting solutions
and ensuring a secure environment.

12
Defence
Downer provides a broad range of professional services, base and estate management and estate development and
base upgrade services to the Australian Defence Force, the New Zealand Defence Force and other government
agencies.
We have a whole of Defence Capability Life Cycle offering and mindset. Our Sovereign Industry Capability delivers to
the needs of Defence, National Security organisations, the major primes and other government agencies.
Industrial & Energy
Downer 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. As a trusted partner with a leading safety record,
Downer optimises the reliability, efficiency and whole-of-life costs of its customers’ assets through long-term
relationship-based contracts. Through its Mineral Technologies business, Downer is a world leader in fine physical
mineral separation solutions, including spiral gravity concentrators and magnetic and electrostatic separation
technology.
DIVIDENDS
The Downer Board resolved to pay an interim dividend of 6.0 cents per share, unfranked, payable on 11 April 2024 to
shareholders on the register at 14 March 2024. The portion of the unfranked dividend amount that will be paid out of
Conduit Foreign Income (CFI) is 0%.
1

The Board also determined to continue to pay a fully imputed dividend on the ROADS security, which having been
reset on 15 June 2023 has a yield of 9.81% per annum payable quarterly in arrears, with the next payment due on 15
March 2024. As this dividend is fully imputed (the New Zealand equivalent of being fully franked), the actual cash yield
paid by Downer will be 7.06% per annum until the next reset date.
Consistent with the prior year, the Company’s Dividend Reinvestment Plan remains suspended.
OUTLOOK
Downer reiterates that FY24 is an important year in the company’s turnaround program, and notes the following:
Labour market challenges remain, however they have stabilised.
The new operating model is demonstrating results in terms of accountability and efficiency.
Downer is focused on delivering tendered margins across the portfolio and the targeted cost out programs.
Downer anticipates continued EBITA margin percentage improvement in H2 through a combination of cost out and
improving operational performance towards its management target of >4.5% in FY25.
SUBSEQUENT EVENTS
At the date of this repo
rt, there is no matter or circumstance that has arisen since 31 December 2023, that has
significantly affected, or may significantly affect, the operations of the Group, the results of those operations, or the
state of affairs of the Group in subsequent financial years.
1
This is relevant only for non-resident shareholders. The effect is that the entire dividend will be subject to Australian dividend withholding tax.

13
Auditor’s independence declaration
The auditor’s independence declaration, as required under Section 307C of the Corporations Act 2001, is set out on
page 14.
Signed in accordance with a resolution of the Directors.
On behalf of the Directors
M J Menhinnitt P J Tompkins
Chairman
Managi
ng Director and Chief Executive Officer
Sydney, 14 February 2024

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.
Independent Auditor’s Review Report
To the shareholders of Downer EDI Limited
Conclusion
We have reviewed the accompanying
Condensed Consolidated Financial
Report for the half-year ended 31
December 2023 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 Financial Report
for the half-year ended 31 December 2023
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 2023 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 Financial Report for
the half-year ended 31 December 2023 comprises:

•
Condensed Consolidated Statement of Financial
Position as at 31 December 2023;
•
Condensed Consolidated Statement of Profit or
Loss and Other Comprehensive Income,
Condensed Consolidated Statement of Changes in
Equity and Condensed Consolidated Statement of
Cash Flows for the Half-year ended on that date;
•
Notes A to D comprising material 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 are relevant to our audit of the annual financial report in Australia. We have
also fulfilled our other ethical responsibilities in accordance with these requirements.
15

Responsibilities of the Directors for the Condensed Consolidated Financial Report for the
half-year ended 31 December 2023
The Directors of the Company are responsible for:
•
the preparation of the Condensed Consolidated Financial Report for the half-year ended 31
December 2023 that gives a true and fair view in accordance with Australian Accounting
Standards and the Corporations Act 2001; and
•
such internal control as the Directors determine is necessary to enable the preparation of the
Condensed Consolidated Financial Report for the half-year ended 31 December 2023 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 Financial Report
for the half-year ended 31 December 2023
Our responsibility is to express a conclusion on the Condensed Consolidated Financial Report for
the half-year ended 31 December 2023 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 Financial Report for the half-year ended 31 December 2023 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 2023 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 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
Nigel Virgo Stephen Isaac
Partner Partner
Sydney
14 February 2024
16

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive IncomeHalf-year Report 2024
Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income
for the half-year ended 31 December 2023
DecDec
20232022
Note$'m$'m
5,537.1 5,693.1
46.1 17.7
B2 5,583.2 5,710.8
B3 (1,749.2)(1,756.8)
(2,303.4)(2,405.6)
(656.8)(739.7)
(215.7)(222.3)
(74.8)(74.9)
D3, D4 (95.4)(85.9)
B4, D4 (12.1)-
(356.4)(311.3)
(5,463.8)(5,596.5)
D5 8.2 15.5
127.6 129.8
5.0 3.0
(12.5)(10.8)
(39.9)(32.5)
(47.4)(40.3)
80.2 89.5
(8.1)(21.4)
72.1 68.1
(0.1)0.2
5.1 17.6
(0.5)1.1
(8.0)(9.9)
2.5 2.6
(1.0)11.6
71.1 79.7
B5 9.8 9.3
B5 9.8 9.3
- Net loss on cross currency and interest rate swaps taken to equity
Total comprehensive income for the period attributable to members of the parent entity
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
- Exchange differences arising on translation of foreign operations
- Net (loss)/gain on foreign currency forward contracts taken to equity
Items that will not be reclassified subsequently to profit or loss
- Change in fair value of unquoted equity investments
Income tax expense
The condensed consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes on pages 21 to 44.
- Income tax effect of items above
Other comprehensive (loss)/income for the period (net of tax) attributable to members of the
parent entity
Diluted earnings per share
Basic earnings per share
Other expenses from ordinary activities
Lease finance costs
Total expenses
Revenue
Other income
Total revenue and other income
Employee benefits expense
Subcontractor costs
Raw materials and consumables used
Plant and equipment costs
Depreciation on leased assets
Earnings per share (cents)
Other depreciation and amortisation
Impairment of non-current assets
Profit after income tax attributable to members of the parent entity
Share of net profit of joint ventures and associates
Earnings before interest and tax
Finance income
Other finance costs
Net finance costs
Profit before income tax
17

Condensed Consolidated Statement of Financial PositionHalf-year Report 2024
Condensed Consolidated Statement of Financial Position
as at 31 December 2023
DecJun
20232023
Note$'m$'m
ASSETS
Current assets
Cash and cash equivalents553.4 889.1
Trade receivables and contract assets
D1 1,905.0 2,094.2
Other financial assetsC6 18.6 10.7
Inventories223.2 234.8
Current tax assets11.3 7.2
Prepayments and other assets71.7 68.9
Assets classified as held for saleD7
-92.2
Total current assets2,783.2 3,397.1
Non-current assets
Trade receivables and contract assets
D1 144.0 138.8
Equity accounted investmentsD5 130.8 159.2
Property, plant and equipmentD3 904.3 934.7
Right-of-use assets404.3 428.5
Intangible assets
D4 2,147.0 2,180.3
Other financial assetsC6 46.6 51.5
Deferred tax assets4.9 3.3
Prepayments and other assets18.9 20.9
Total non-current assets3,800.8 3,917.2
Total assets6,584.0 7,314.3
LIABILITIES
Current liabilities
Trade payables and contract liabilitiesD2 1,994.6 2,272.4
Lease liabilities131.7 135.2
Other financial liabilitiesC6 13.1 15.0
Current tax liabilities12.9 2.6
Employee benefits provision276.0 268.2
Other provisions90.7 66.3
Liabilities associated with assets classified as held for saleD7
-112.9
Total current liabilities2,519.0 2,872.6
Non-current liabilities
Trade payables and contract liabilities
D2 69.4 61.1
BorrowingsC1 1,226.6 1,596.4
Lease liabilities376.9
402.0
Other financial liabilitiesC6 13.5 5.7
Deferred tax liabilities23.2 36.7
Employee benefits provision24.4 22.7
Other provisions28.8 27.3
Total non-current liabilities1,762.8 2,151.9
Total liabilities4,281.8 5,024.5
Net assets2,302.2 2,289.8
EQUITY
Issued capitalC3 2,642.5 2,642.4
ReservesC4 19.5 19.0
(Accumulated losses)/retained earnings(359.8)(371.6)
Total equity2,302.2 2,289.8
The condensed consolidated statement of financial position should be read in conjunction with the accompanying notes on pages 21 to 44.
18

Condensed Consolidated Statement of Changes in EquityHalf-year Report 2024
Condensed Consolidated Statement of Changes in Equity
for the half-year ended 31 December 2023
Dec 2023
$'m
Issued
capitalReserves
Accumulated
lossesTotal
Balance at 1 July 2023
2,642.4 19.0 (371.6)2,289.8
Profit after income tax
- - 72.1
72.1
Other comprehensive income for the year (net of tax)
-(1.0)-
(1.0)
Total comprehensive income/(loss) for the period
-
(1.0)72.1 71.1
Vested executive incentive share transactions
0.1(0.1)-
-
Share-based employee benefits expense
-1.5-1.5
-0.1-0.1
Payment of dividends
(i)
- - (60.3)(60.3)
Balance at 31 December 20232,642.5 19.5 (359.8)2,302.2
Dec 2022
$'m
Issued
capitalReserves
Retained
earningsTotal
Balance at 1 July 20222,660.2 12.1 161.7 2,834.0
Prior period restatement in relation to revenue recognition
(ii)
- - (22.2)(22.2)
Restated balance at 1 July 20222,660.2 12.1 139.5 2,811.8
Profit after income tax- - 68.1
68.1
Other comprehensive income for the year (net of tax)
-11.6
-
11.6
Total comprehensive income for the period
-11.668.179.7
Share-based employee benefits expense-
(0.4)
-
(0.4)
-0.3-0.3
Group on-market share buy-back
(17.8)
-
- (17.8)
Payment of dividends
(iii)
- - (86.4)(86.4)
Balance at 31 December 2022
2,642.423.6
121.2
2,787.2
The condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes on pages 21 to 44.
(ii) Refer to Annual Report as at 30 June 2023 for details on prior period restatement in relation to revenue recognition.
(iii) Relates to the 2022 final dividend and $5.3 million ROADS dividends paid during the financial period.
(i) Relates to the 2023 final dividend and $6.6 million ROADS dividends paid during the financial period.
Income tax relating to share-based transactions during the period
Income tax relating to share-based transactions during the period
19

Condensed Consolidated Statement of Cash FlowsHalf-year Report 2024
Condensed Consolidated Statement of Cash Flows
for the half-year ended 31 December 2023
DecDec
20232022
Note$'m$'m
6,344.3 6,099.6
(6,125.5)(6,095.4)
D5 8.1 19.7
226.9 23.9
5.5 2.5
(12.5)(10.8)
(36.3)(31.9)
(15.4)(19.1)
168.2 (35.4)
16.1 15.7
(62.5)(85.8)
(13.3)(14.4)
(1.3)-
D6 70.7 -
0.2 (6.9)
(8.9)1.6
1.0 (89.8)
C3
-(17.8)
6,107.0
7,029.0
(6,473.6)(7,010.1)
(79.9)(81.9)
C5(60.3)(86.4)
(506.8)(167.2)
(337.6)(292.4)
889.1 738.5
1.9 4.3
553.4 450.4
Payments for intangible assets
Cash flows from financing activities
Group on-market share buy-back
Advances (to)/from equity accounted investments
Net proceeds from sale of business (net of cash disposed)
The condensed consolidated statement of cash flows should be read in conjunction with the accompanying notes on pages 21 to 44.
Repayments of borrowings
Dividends paid
Net cash used in financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Payment of principal of lease liabilities
Cash and cash equivalents at the end of the period
Effect of exchange rate changes
Net cash generated by operating activities before interest and tax
Payments for property, plant and equipment
Cash flows from operating activities
Receipts from customers
Distributions from equity accounted investees
Payments to suppliers and employees
Cash flows from investing activities
Proceeds from sale of property, plant and equipment
Interest paid on lease liabilities
Proceeds from borrowings
Interest received
Receipts from/(payments for) investments
Net cash generated by/(used in) investing activities
Income tax paid
Interest and other costs of finance paid
Net cash generated by/(used in) operating activities
Payments of deferred consideration on acquisition of businesses
20

Notes to the condensed consolidated financial statementsHalf-year Report 2024
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2023
(
a)
New or
amended accounting standards and interpretations adopted by the Group
(b)
New account
ing standards and interpretations not yet adopted
The Financial Report was authorised for issue by the Directors on 14 February 2024.
New Accounting Standards
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.
During the period, the Group has adopted all of the new or revised accounting standards and interpretations issued by the Australian
Accounting Standards Board (AASB) that are mandatorily effective for an accounting period that begins on or after 1 July 2023, as follows:
- AASB 2023-
2 Amendments to Australian Accounting Standards - International Tax Reform - Pillar Two Model Rules.
- AASB 2022-
1 Amendments to Australian Accounting Standards - Initial Application of AASB 17 and AASB 9 - Comparative Information.
- AASB 2022-
5 Amendments to AASB 16 Leases - Lease Liability in a Sale and Leaseback.
- AASB 17 I
nsurance Contracts.
- AASB 2021-
5 Amendments to Australian Accounting Standards - Deferred Tax related to Assets and Liabilities arising from
a Single
Tr
ansaction.
-
AASB 2021-
7 Amendments to Australian Accounting Standards - Effective Date of Amendments to
AASB 10 and AASB 128 and
Edit
orial Corrections.
- AASB 2020-
1, 2020-6 and 2022-6 Classification of liabilities as current or non-current.
Statement of compliance
The condensed consolidated half-year Financial Report (Financial Report) represents the consolidated results of Downer EDI Limited (the
Group).
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).
A
About this report
The Financial Report does not include all the information required for an annual financial report and should be read in conjunction with the
2023 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.
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.
None of the above new and amended accounting standards have had a significant impact on the Group's Financial Report.
- AASB 2021-
2 Amendments to Australian Accounting Standards - Disclosure of Accounting Policies and Definition of Account
ing
E
stimates.
21

Notes to the condensed consolidated financial statementsHalf-year Report 2024
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2023
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 2023 Annual Report.
Accounting estimates and judgements
Rounding of amounts
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 condensed consolidated financial report. 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.
22

Notes to the condensed consolidated financial statementsHalf-year Report 2024
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2023
B1. Segment informationB4. Individually significant items
B2. RevenueB5. Earnings per share
B3. Employee benefits expenseB6. Subsequent events
Segment
Transport
Utilities
Facilities
B
Business performance
B1. Segment information
Identification of reportable segments
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 Group CEO is identified as the Chief Operating Decision Maker. 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.
The reportable segments are based on a combination of operating segments determined by the similarity of the services provided, the
sources of the Group’s major risks that could therefore have the greatest effect on the rates of return and their quantitative contribution to the
Group's results.
Following the restructure of the Group and the creation of a Trans-Tasman operating model, the Hawkins building business was transitioned
from the Facilities segment to the Transport segment. This restatement was made to align with how the businesses are reported internally to
the Group CEO.
As a result,
prior period comparative segment information has been restated.
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.
Segment description
Comprises the Group's road services businesses across Australia and New Zealand, rail businesses in Australia and projects
businesses in New Zealand. Downer’s road services include: road network management; routine road maintenance; asset
management systems; spray sealing; asphalt laying; manufacture and supply of bitumen-based products and asphalt products;
the use of recycled products and environmentally sustainable methods to produce asphalt; landfill diversion solutions. The Rail
business spans all light rail and heavy rail sectors, from rollingstock to infrastructure; from design and manufacture to through-
life-support including fleet maintenance, operations and comprehensive overhaul of assets. Transport also provides building
and construction solutions across a variety of sectors in New Zealand including signalling, track and station works, bridges,
airports and roads.
Through the Hawkins business, Downer also delivers vertical construction to customers in New Zealand.
Comprises the Group's power, gas, water and telecommunications businesses. This includes: planning, designing,
constructing, operating, maintaining, managing and decommissioning power and gas network assets; providing complete
water lifecycle solutions for municipal and industrial water users including water and wastewater treatment, network
construction and rehabilitation; and end-to-end technology and communications solutions including design, civil construction,
network construction, operations and maintenance across fibre, copper and radio networks.
Facilities provides outsourced facility services to customers across a diverse range of industry sectors including: defence;
education; government; healthcare; industrial; resources; and energy. Facilities provides technical and engineering services;
maintenance and asset management services including shutdowns, turnaround and outage delivery; operations maintenance,
refrigeration solutions and ongoing management of strategic assets across a range of sectors. It also provides feasibility
studies; engineering design; procurement and construction; commissioning and decommissioning services; and design and
manufacture of mineral process equipment.
The reportable segments identified within the Group are outlined as follows:
23

Notes to the condensed consolidated financial statementsHalf-year Report 2024
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2023
Dec 2023
$'m
Transport Utilities Facilities UnallocatedTotal
Segment revenue and other income2,694.8 1,211.5 1,632.3 44.6 5,583.2
401.
9-
- 40.8 442.
7
3,
096.7 1,211.5 1,632.3 85.4 6,025.9
100.
818.
7 85.8 (66.1)139.
2
Amortisation of acquired intangibles
(0.5)(0.2)(2.3)(8.6)(11.6)
Earnings before interest and tax (EBIT)100.
318.
5 83.5 (74.7)127.
6
D
ec 2022
Restated
(ii)
$'m
Transport Utilities Facilities UnallocatedTotal
Segment revenue and other income2,767.5 1,136.2 1,791.9 15.2 5,710.8
389.
6-
- 44.3 433.
9
3,157.1 1,136.2 1,791.9 59.5 6,144.7
101.
9(
5.2)85.8 (39.6)142.
9
Am
ortisation of acquired intangibles
(2.3)(0.2)
(2.5)(8.1)(13.1)
Earnings before interest and tax (EBIT)99.6 (5.4)83.3 (47.7)129.8
D
ecDec
20232022
N
ote
$'m$'m
202.
3 177.5
B4 1.2 9.3
B4 33.8 -
B4 (12.3)-
B4 (15.4)-
B4 (18.6)-
(8.6)(8.1)
(54.8)(48.9)
(74.7)(47.7)
127.6 129.8
(47.4)(40.3)
80.2 89.5
(8.1)(21.4)
72.1 68.1
Impairment and other asset write-downs
Total unallocated
Earnings before interest and tax
Segment results
Reconciliation of segment EBIT to net profit after tax:
(ii) Restated to reflect changes in operating segments described above.
Share of sales revenue from joint ventures and
associates
(i)
Total revenue including joint ventures and
other income
(i)
Total reported segment results – EBIT before
amortisation of acquired intangibles (EBITA)
Share of sales revenue from joint ventures and
associates
(i)
Total reported segment results - EBIT before
amortisation of acquired intangibles (EBITA)
Total revenue including joint ventures and
other income
(i)
Transformation and restructure costs
The performance of the reportable segments identified within the Group is presented below:
(i) This is a non-statutory disclosure as it relates to Downer’s share of revenue from equity accounted joint ventures and associates.
Profit before income tax
Income tax expense
Profit after income tax attributable to members of the parent entity
Segment EBIT
Unallocated:
Amortisation of Spotless and Tenix acquired intangible assets
Corporate costs
Regulatory reviews and legal matters
Fair value movement on DCSO liability
Net gain on divestments and exit costs
Net finance costs
24

Notes to the condensed consolidated financial statementsHalf-year Report 2024
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2023
Dec 2023
$'m
Transport Utilities Facilities Unallocated Total
1,730.9 1,068.9 1,616.0 -4,415.
8
805.3138.4
--943.
7
145.84.
3 15.
3
-165.
4
2,
682.0 1,211.6 1,631.3 -5,524.
9
9.6-
- 2.6 12.
2
2,691.6 1,211.6 1,631.3 2.6 5,537.1
Insurance recoveries1.
1-
--1.
1
N
et gain on sale of property, plant and equipment2.
1(
0.1)0.5-2.
5
N
et gain on disposal of business- -- 40.
7
40.
7
O
ther- - 0.5 1.
3
1.
8
3.2(
0.1)1.042.
0
46.
1
2,
694.8 1,211.5 1,632.3 44.6 5,583.2
401.
9-
- 40.8 442.
7
3,
096.7 1,211.5 1,632.3 85.4 6,025.9
Dec 2022
Restated
(ii)
$'m
Transport Utilities Facilities Unallocated Total
1,420.
5918.
7 1,765.
0
-4,104.
2
1,
211.
1213.1
--1,424.
2
125.43.
7 26.
4
-155.
5
2,757.0 1,135.5 1,791.4 -5,683.9
3.3-
- 5.
9
9.
2
2,
760.3 1,135.5 1,791.4 5.9 5,693.1
Government grants0.3 0.4 0.2 -0.
9
G
ain on sale of property, plant and equipment7.1 0.1 0.3 -7.
5
O
ther(0.2)0.2
-
9.
3
9.
3
Oth
er income7.
20.7
0.
5
9.
3
17.
7
T
otal revenue and other income2,767.5 1,136.2 1,791.9 15.2 5,710.8
389.
6-
- 44.3 433.
9
3,
157.1 1,136.2 1,791.9 59.5 6,144.7
(i) This is a non-statutory disclosure as it relates to Downer’s share of revenue from equity accounted joint ventures and associates.
Share of sales revenue from joint ventures and
associates
(i)
Total revenue including joint ventures and
other income
(i)
Construction contracts
Sale of goods
Total revenue
Other revenue
Total revenue
Rendering of services
Rendering of services
Total revenue and other income
Other income
Sale of goods
(ii) Restated to reflect changes in operating segments described above.
Total revenue from contracts with customers
Share of sales revenue from joint ventures and
associates
(i)
Total revenue including joint ventures and
other income
(i)
B2. Revenue
Revenue and other income
Construction contracts
Total revenue from contracts with customers
Other revenue
25

Notes to the condensed consolidated financial statementsHalf-year Report 2024
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2023
Dec 2023
$'m
Transport Utilities Facilities Unallocated Total
Geographical location
(i)
1,430.3935.2 1,430.4-3,795.9
1,
251.
7276.
4 172.
2
-1,700.
3
-
- 28.
7
-28.
7
2,
682.0 1,211.6 1,631.3 -5,524.
9
D
ec 2022
Restated
(ii)
$'m
Transport Utilities Facilities Unallocated Total
Geographical location
(i)
1,657.6869.6 1,618.4-4,145.6
1,
099.
4265.
9 155.
3
-1,520.
6
-
- 17.
7
-17.
7
T
otal revenue from contracts with customers2,757.0 1,135.5 1,791.4 -5,683.
9
DecDec
20232022
$'m$'m
101.
5 106.0
1.5 (0.4)
1,646.2 1,651.2
1,749.2 1,756.8
Dec 2023
$'m
Fair value
movement
on DCSO
liability
Net gain on
divestments
and exit
costs
Transfor-
mation and
restructure
costs
Regulatory
reviews and
legal
matters
Impairment
and other
asset write-
downsTotal
1.2
-
-
-
- 1.2
-
40.7
---40.
7
- -
(8.0)-- (8.0)
- -
-
- (12.1)(12.1)
- - (1.7)-- (1.7)
-
(
6.9)(2.6)(15.4)(6.5)(31.4)
1.
233.8
(12.3)(15.4)(18.6)(11.3)
Income tax benefit-
1.8
3.
7
4.
4
5.
5
15.
4
Prof
it/(loss) after income tax1.2 35.6 (8.6)(11.0)(13.1)4.1
Defined contribution plans costs
Current period
Revenue from contracts with customers by geographical location
New Zealand and Pacific
Rest of the world
Profit/(loss) before interest and tax
Rest of the world
B3. Employee benefits expense
New Zealand and Pacific
Australia
(i) Share-based payments net benefit for the December 2022 period includes the reversal for the 2021 Long-term Incentive Plan performance rights due to forfeiture.
Share-based employee benefits expense
(i)
Australia
B4. Individually significant items
Other employee benefits
(i) Revenue is allocated based on the geographical location of the legal entity.
Employee benefits expense
Other expenses from ordinary activities
Impairment of non-current assets
Other depreciation and amortisation
Net gain on disposal of businesses
Other income
(ii) Restated to reflect changes in operating segments described above.
The following material items of income and expense, forming part of the unallocated segment are relevant to an understanding of the Group's
financial performance.
Total employee benefits expense
Total revenue from contracts with customers
26

Notes to the condensed consolidated financial statementsHalf-year Report 2024
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2023
Dec 2022
$'m
Fair value
movement
on DCSO
liability
Other income9.3
Profit after interest and tax9.3
Fair value movement on Downer Contingent Share Option (DCSO) liability
The Group recognised the following items as individually significant as at 31 December 2022:
Prior period
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 on 12 August 2020 which are exercisable within four years of issue on achievement of
three prescribed share price targets (the Downer Contingent Share Options or DCSO). 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 Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income. Since 30 June 2023, the fair
value of the DCSO liability has decreased by $1.2 million, with a gain recognised through ‘Other income’ in the Condensed Consolidated
Statement of Profit or Loss and Other Comprehensive Income during the year.
During the period, divestment and exit costs were recognised in relation to a number of transactions. Refer to note D6 for further details on
the individual transactions.
The material elements of the net gain on divestments and exit costs include:
- $40.
7 million net pre-tax gain (including disposal costs) across the divestments;
- $6.
9 million pre-tax transaction-related expenses and provisions associated with Downer’s ongoing obligations and ri
sks
associat
ed with divestments.
- C
arried forward capital losses on which a deferred tax asset has not been previously recognised have been used to fully offset capital
gains ar
ising on divestments during the period. A deferred tax asset has not been recognised on remaining carried forward capita
l
losses of $28.
4 million at 31 December 2023 as it is not probable that a future capital gain will arise.
Fair value movement on Downer Contingent Share Options (DCSO) liability
Net gain on divestments and exit costs
Since 30 June 2022, the fair value of the DCSO liability decreased by $9.3 million, with a gain recognised through 'Other income' in the
Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income during the period. This income was driven by the
decrease in Downer’s share price from $5.05 at 30 June 2022 to $3.71 at 31 December 2022.
Impairment of assets relates to adjustment in the carrying value, and related provisions recognised on IT and other assets that will no longer
be utilised or provide future economic benefit as a result of transformation and business restructuring.
Transformation and restructure costs
Transformation and restructure costs represent costs incurred following Downer’s commencement of the Transformation program to
restructure its operating model. The material elements of the costs associated with the transformation and restructure are as follows:
- Tr
ansformation program related expenses including advisory and redundancy costs incurred during the period;
- Acceler
ated amortisation in relation to IT assets where the useful life was reassessed at 30 June 2023 against the Group’s new operat
ing
m
odel.
Regulatory reviews and legal matters
Regulatory review and legal matters costs were incurred in relation to defending the shareholder class actions filed against Downer during the
prior financial year, responding to regulatory reviews, undertaking business conduct reviews and investigations, and other legal matters.
The shareholder class actions claims have been disclosed as a contingent liability in Note D8.
Impairment and other asset write-downs
27

Notes to the condensed consolidated financial statementsHalf-year Report 2024
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2023
DecDec
20232022
72.
1 68.1
(6.6)(5.3)
65.5 62.8
670.4 672.6
9.8 9.3
D
ecDec
20232022
72.
1 68.1
670.4 672.6
45.8 39.7
716.2 712.3
9.8 9.3
(i) The WANOS on issue has been adjusted by the weighted average effect of the unvested executive incentive shares of 1,182,818 (December 2022: 1,193,978).
– Weighted average number of ordinary shares (WANOS) on issue (m’s)
(i)

(ii)
– WANOS adjustment to reflect potential dilution for ROADS (m’s)
(iii)
Diluted earnings per share (cents)
(iv)
WANOS used in the calculation of diluted EPS (m’s)
Weighted average number of ordinary shares (WANOS) on issue (m’s)
(i)
Basic earnings per share (cents)
Basic earnings per share
Profit attributable to members of the parent entity ($’m)
Diluted earnings per share
The calculation of diluted earnings per share is based on the following profit attributable to ordinary shareholders and the weighted-average
number of ordinary shares outstanding after adjustments for the effects of all dilutive potential ordinary shares.
The calculation of basic earnings per share (EPS) is based on the profit attributable to ordinary shareholders and the weighted-average
number of ordinary shares outstanding.
B5. Earnings per share
Profit attributable to members of the parent entity ($’m)
Adjustment to reflect ROADS dividends paid ($’m)
Profit attributable to members of the parent entity used in calculating basic EPS ($’m)
Weighted average number of ordinary shares
B6. Subsequent events
(ii) For diluted earnings per share, the WANOS has been further adjusted by the potential vesting of executive incentive shares of 353,255 (December 2022: nil).
(iv) At 31 December 2023, the ROADS were deemed anti-dilutive and consequently, diluted earnings per share remained at 9.8 cents per share.
At the date of this report, there is no matter or circumstance that has arisen since the end of the financial period, that has 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.
(iii) 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 $185.7 million (December 2022: $187.3 million), divided by the
average market price of the Company’s ordinary shares for the period 1 July 2023 to 31 December 2023 discounted by 2.5% according to the ROADS contract terms, which was $4.05
(December 2022: $4.72).
28

Notes to the condensed consolidated financial statementsHalf-year Report 2024
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2023
C1. BorrowingsC4. Reserves
C2. Financing facilitiesC5. Dividends
C3. Issued capitalC6. Other financial assets and liabilities
D
ecJun
20232023
$'m$'m
450.
0 812.0
146.2 150.8
30.0 30.0
505.3 506.4
103.4 104.3
(8.3)(7.1)
1,226.6 1,596.4
1,226.6 1,596.4
1,238.9 1,603.2
(i) Excludes lease liabilities.
– JPY medium term notes
– D
eferred finance charges
– AU
D medium term notes
Total non-current borrowings
Fair value of total borrowings
(i)
Capital structure and financing
C1. Borrowings
C
– Bank loans
– USD private placement notes
– AU
D private placement notes
Non-current
Unsecured:
Total borrowings
29

Notes to the condensed consolidated financial statementsHalf-year Report 2024
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2023
DecJun
20232023
$'m$'m
1,
100.0 830.0
237.0 145.0
Total unutilised loan facilities1,337.0 975.0
129.3 75.1
634.1 652.2
763.4 727.3
Maturing in the period
$’m
Bilateral
Loan
Facilities
Syndicated
Loan
Facilities
USD Private
Placement
Notes
AUD Private
Placement
Notes
Medium
Term
NotesTotal
1 July 2024 to 30 June 2025
75.
0
- -
-
- 75.
0
1 July
2025 to 30 June 2026
142.
0-
146.2 30.0 500.0 818.
2
1 July
2026 to 30 June 2027
170.0 600.
0-
-- 770.
0
1 July
2027 to 30 June 2028
-500.
0-
-- 500.
0
1 July
2028 to 30 June 2029
-300.
0-
-- 300.
0
1 July
2032 to 30 June 2033
--
-
- 103.4 103.
4
T
otal387.0 1,400.0 146.2 30.0 603.4 2,566.6
The carrying value of the AUD MTN maturing April 2026 includes a premium of $5.3 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.
The JPY denominated principal and interest amounts have been fully hedged against the Australian dollar through a cross-currency interest
rate swap.
The Group has a total of $387.0 million in bilateral loan facilities which are unsecured, committed facilities.
Syndicated loan facilities:
The Group has $1,400.0 million of syndicated bank loan facilities which are unsecured, committed facilities.
Summary of borrowing arrangements
Bank loan facilities
USD private placement notes
USD unsecured private placement notes are on issue for a total amount of US$100.0 million with a maturity date of July 2025. The USD
denominated principal and interest amounts have been fully hedged against the Australian dollar through cross-currency interest rate swaps.
AUD private placement notes
AUD unsecured private placement notes are on issue for a total amount of $30.0 million with a maturity date of July 2025.
Medium Term Notes (MTNs)
The Group has the following unsecured MTNs on issue:
The above loan facilities and note issuances are supported by guarantees from certain Group subsidiaries.
The maturity profile of the Group’s borrowing arrangements by financial year is represented in the below table by facility limit:
– $500.
0 million maturing April 2026
– JPY 10.
0 billion maturing May 2033
C2. Financing facilities
Syndicated loan facilities
Total unutilised bonding facilities
At reporting date, the Group had the following facilities that were unutilised:
The Group’s borrowing arrangements are as follows:
Syndicated bank guarantee facilities
Bilateral bank guarantees and insurance bonding facilities
Bilateral loan facilities:
Bilateral loan facilities
30

Notes to the condensed consolidated financial statementsHalf-year Report 2024
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2023
Refinancing requirements
Covenants on financing facilities
The 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.
Bank guarantees and insurance bonds
The Group has $2,190.2 million of bank guarantee and insurance bond facilities to support its contracting activities. $1,301.3 million of these
facilities are provided to the Group on a committed basis and $888.9 million on an uncommitted basis.
The Group has 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 guarantee capacity.
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 Board meetings. Reporting of financial covenants to financiers occurs
semi-annually for the rolling 12-month periods to 30 June and 31 December. The Group was in compliance with all its financial covenants as
at 31 December 2023.
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 will negotiate with existing and, where required, new financiers to extend the maturity date or refinance facilities
maturing within the next 12 months. The Group’s financial metrics and credit rating as well as conditions in financial markets and other factors
may influence the outcome of these negotiations. As at 31 December 2023, the Group has $75.0 million of undrawn debt facilities maturing
within the 12 months to 31 December 2024.
The Group’s facilities are provided by a number of banks and insurance companies on an unsecured and revolving basis. $1,426.8 million
(refer to Note D8) of these facilities were utilised as at 31 December 2023 with $763.4 million unutilised. These facilities have varying maturity
dates between financial years 2024, 2025, 2026 and 2027.
Credit ratings
In December 2022, the outlook on the Group’s external credit rating was revised by Fitch Ratings from BBB (Outlook Stable) to BBB (Outlook
Negative). The Negative Outlook was affirmed by Fitch in September 2023 following release of the Group’s results for the year ended 30 June
2023. The rating remains Investment Grade. 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.
31

Notes to the condensed consolidated financial statementsHalf-year Report 2024
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2023
Dec 2023 Jun 2023
$'m$'m
O
rdinary shares
2,471.1
2,471.1
Unvested executive incentive shares
(7.2)
(7.3)
Redeemable Optionally Adjustable Distributing Securities
(ROADS)
178.6 178.6
Total
2,642.5
2,642.4
(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
671.6
2,471.1
675.4 2,488.9
-
-
(3.8)(17.8)
671.6
2,471.1
671.6 2,471.1
m's$'m
m'
s$'m
1.19
(7.3)
1.19(7.3)
(0.02)0.1 - -
1.
17(
7.2)
1.
19(
7.3)
671,573,679
No.
671,573,679
C3. Issued capital
(c)Redeemable Optionally Adjustable Distributing Securities (ROADS)
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 2023 is 9.81% per annum (2022: 8.14% per annum) which is equivalent to the one year
swap rate on 15 June 2023 of 5.76% per annum plus the step-up margin of 4.05% per annum.
1,173,846
200,000,000
Balance at the beginning of the financial period/year
Vested executive incentive share transactions
(i)
Balance at the end of the financial period/year
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. From the 2011 LTI plan onwards, 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.
Jun 2023 Dec 2023
(b)
U
nvested executive incentive shares
Dec 2023
1,193,978
200,000,000
No.
Jun 2023
Fully paid ordinary share capital
Balance at the beginning of the financial period/year
Group on-market share buy-back
Balance at the end of the financial period/year
Unvested executive incentive shares
(i) December 2023 figures relate to the second deferred component of the 2021 STI award of 20,132 vested shares for a value of $101,578.
32

Notes to the condensed consolidated financial statementsHalf-year Report 2024
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2023
Dec 2023
$'m
Hedge
reserve
Foreign
currency
translation
reserve
Employee
benefits
reserve
Equity
reserve
Fair value
through OCI
reserveTotal
Balance at 1 July 20233.0 (30.6)23.3 25.5 (2.2)19.0
Foreign currency translation difference
-
5.1
- - -
5.1
Change in fair value of cash flow hedges (net of tax)
(6.0)-
- -
- (6.0)
Change in fair value of unquoted equity investments
-
- - - (0.1)(0.1)
Total comprehensive income/(loss) for the period(6.0)5.1 - - (0.1)(1.0)
Vested executive incentive share transactions- - (0.1)-- (0.1)
Share-based employee benefits expense
- - 1.5
-
- 1.5
Income tax relating to share-based transactions during the
period
- - 0.1
-
- 0.1
Balance at 31 December 2023(3.0)(25.5)24.8 25.5 (2.3)19.5
Jun 2023
$'m
Hedge
reserve
Foreign
currency
translation
reserve
Employee
benefits
reserve
Equity
reserve
Fair value
through OCI
reserveTotal
Balance at 1 July 20227.4 (39.1)20.7 25.5 (2.4)12.1
Foreign currency translation difference-8.
5
- - - 8.5
Actuarial movement on net defined benefit plan obligations--2.6 - - 2.6
Income tax effect of actuarial movement on defined benefit
plan obligations
- - (0.8)-- (0.8)
Change in fair value of cash flow hedges (net of tax)
(4.4)-
- -
- (4.4)
Change in fair value of unquoted equity investments
-
- - - 0.20.2
Total comprehensive income for the yea
r(4.4)8.51.8-0.26.1
Shar
e-based employee benefits expense- - (0.8)--(0.8)
Income tax relating to share-based transactions during the
year
- - 1.6
-
- 1.6
Balance at 30 June 20233.
0(
30.6)23.
3
25.
5
(2.2)19.
0
He
d
ge reserve
Forei
gn currency translation reserve
Emplo
yee benefits reserve
Equit
y reserve
Fair value throu
gh OCI reserve
The fair value through OCI reserve comprises the cumulative net change in the fair value of equity investments designated as FVOCI.
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.
C4. Reserves
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.
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.
33

Notes to the condensed consolidated financial statementsHalf-year Report 2024
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2023
2024 2023 2023 2022
Interim Final Interim Final
6.
08.05.012.0
0%
0%0%0%
40.
353.733.681.1
14/
3/24 24/8/23 13/3/23 31/8/22
11/4/24 21/9/23 11/4/23 28/9/22
Total
2024Quarter 1Quarter 2to date
1.
641.64
3.
28
100%
100% 100%
3.
33.3
6.
6
15/
9/23 15/12/23
2023Quarter 1Quarter 2Quarter 3Quarter 4Total
1.
291.371.37
1.
35
5.
38
100% 100% 100%
100% 100%
2.
62.72.7
2.
7
10.
7
15/
9/22 15/12/22 15/3/23 15/6/23
Dividend per ROADS (in Australian cents)
New Zealand imputation credit percentage
Cost (in A$'m)
Payment date
The interim 2024 dividend has not been declared as at reporting date and therefore is not reflected in the Financial Report.
Dividend per ROADS (in Australian cents)
New Zealand imputation credit percentage
Cost (in A$'m)
Payment date
Dividend per share (in Australian cents)
Franking percentage
Cost (in $'m)
Dividend record date
Payment date
(a)
O
rdinary shares
(b)
R
edeemable Optionally Adjustable Distributing Securities (ROADS)
C5. Dividends
34

Notes to the condensed consolidated financial statementsHalf-year Report 2024
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2023
Current Non-current Current Non-current
At amortised cost
(i)
:
2.
914.3
0.
1
-
12.
7-
3.
0
-
0.
2-
0.
1
-
15.
814.3
3.
2
-
1.
5-
1.
6
0.
6
1.314.6
5.
8
12.
9
- -
2.5
-
2.814.6
9.
9
13.
5
-1
7.7
-
-
-1
7.7
-
-
18.
646.6
13.
1
13.
5
Cur
rent
Non-current Current Non-current
At amortised cost
(i)
:
3.
414.4
--
4.
2-
3.
6
-
- -
1.3
-
7.614.4
4.
9
-
0.
80.5
1.
5
0.
3
2.318.6
4.
9
5.
4
- -
3.7
-
3.119.1
10.
1
5.
7
-1
8.0
-
-
-18.0--
10.751.515.05.7
(i) Due to the short-term nature of the other current receivables, their carrying amount is considered to be the same as their fair value. For the majority of the non-current receivables, the
fair values are also not significantly different from their carrying amounts.
Total
Reconciliation of Level 3 fair value measurements of financial assets
The fair value of Level 3 investments has decreased by $0.3m from prior year (June 2023: $8.3 million increase) due to revaluation and return
on investment.
At fair value:
Level 2
Foreign currency forward contracts – Cash flow hedge
Cross-currency and interest rate swaps – Cash flow hedge
Downer Contingent Share Options (DCSO) financial instrument
Level 3
Unquoted equity investments – Fair value through OCI
Total
Jun 2023
$'m
Financial assetsFinancial liabilities
Current
Other financial assets
Advances to/from joint ventures and associates
Deferred consideration
At fair value:
Level 2
Foreign currency forward contracts – Cash flow hedge
Cross-currency and interest rate swaps – Cash flow hedge
Downer Contingent Share Options (DCSO) financial instrument
Level 3
Unquoted equity investments – Fair value through OCI
C6. Other financial assets and liabilities
Dec 2023
$'m
Financial assetsFinancial liabilities
Current
Other financial assets
Advances to/from joint ventures and associates
Deferred consideration
35

Notes to the condensed consolidated financial statementsHalf-year Report 2024
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2023
Type
Cross-currency and interest rate swaps
Foreign currency forward contracts
Unquoted equity investments
Calculated using forward exchange
rates prevailing at the balance sheet
date.
Not applicable.
Calculated based on the Group’s
interest in the net assets of the
unquoted entities.
Assumptions are made with regard to
future expected revenues and discount
rates. Changing the inputs to the
valuations to reasonably possible
alternative assumptions would not
significantly change the amounts
recognised in profit or loss, total assets or
total liabilities, or total equity.
– Level 1:
fair value is calculated using quoted prices in active markets for identical assets or liabilities
– Level 2:
fair value is estimated using inputs other than quoted prices included within Level 1 that are observable for the asset or
liabilit
y, either directly (as prices) or indirectly (derived from prices)
– Level 3:
fair value is estimated using inputs for the asset or liability that are not based on observable market data.
During the year there were no transfers between Level 1, Level 2 and Level 3 fair value hierarchies.
The following table shows the valuation technique used in measuring Level 2 and 3 fair values, as well as significant unobservable inputs
used:
Valuation techniqueSignificant unobservable input
Calculated using the present value of
the estimated future cash flows based
on observable yield curves.
Not applicable.
Recognition and measurement
Fair value measurement
When a derivative is designated as the cash flow hedging instrument, the effective portion of changes in the fair value of the derivative is
recognised in Other comprehensive income and accumulated in the hedging reserve. Any ineffective portion of changes in the fair value of the
derivative is recognised immediately in profit or loss.
Valuation of financial instruments
For financial instruments measured and carried at fair value, the Group uses the following to categorise the methods used:
36

Notes to the condensed consolidated financial statementsHalf-year Report 2024
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2023
D1. Trade receivables and contract assetsD5. Equity accounted investments
D2. Trade payables and contract liabilitiesD6. Disposal of businesses
D3. Property, plant and equipmentD7. Disposal group held for sale
D4. Intangible assetsD8. Contingent liabilities
D
ecJun
2023 2023
$'m$'m
636.
5 677.8
1,332.5 1,474.6
1,969.0 2,152.4
102.9 113.8
(22.9)(33.2)
2,049.0 2,233.0
1,905.0 2,094.2
144.0 138.8
D
ecJun
2023 2023
$'m$'m
787.
6 817.4
388.2 359.5
677.4 931.6
210.8 225.0
2,064.0 2,333.5
1,994.6 2,272.4
69.4 61.1
Non-current
Other payables
Current
(i)
(i) Current contract assets: $1,189.2 million (June 2023: $1,336.5 million).
D2. Trade payables and contract liabilities
Current
Non-current
Total trade payables and contract liabilities
Trade payables
Contract liabilities
Accruals
Included in the financial statements as:
D
Other disclosures
D1. Trade receivables and contract assets
Trade receivables
Included in the financial statements as:
Total trade receivables and contract assets
Contract assets
(i)
Other receivables
Loss allowance on trade receivables and contract assets arising from contracts with customers
37

Notes to the condensed consolidated financial statementsHalf-year Report 2024
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2023
Dec 2023
$'mNote
Freehold
land and
buildings
Plant,
equipment
and
leasehold
improve-
ments
Total
137.7 797.0 934.7
0.
358.
2 58.
5
-(
13.6)(13.6)
D6 (0.1)(18.8)(18.9)
(1.3)(57.0)(58.3)
(0.1)2.0
1
.9
136.5 767.8 904.3
170.9 1,737.6 1,908.5
(34.4)(969.8)(1,004.2)
Jun 2023
$'m
Freehold
land and
buildings
Plant,
equipment
and
leasehold
improve-
ments
Total
87.5 836.9 924.4
77.6 151.8 229.4
(25.0)(6.9)(31.9)
-
(
36.7)(36.7)
(2.2)(126.1)(128.3)
-
(
25.2)(25.2)
-(0
.4)(0.4)
(0.2)3.6
3
.4
137.7 797.0 934.7
170.8 1,751.7 1,922.5
(33.1)(954.7)(987.8)
Balance as at 1 July 2023
D3. Property, plant and equipment
Additions
Disposals at net book value
Disposal of businesses
Depreciation expense
Additions
Net book value as at 31 December 2023
Balance as at 1 July 2022
Accumulated depreciation and impairment
Disposal of businesses
Depreciation expense
Cost
Net foreign currency exchange differences at net book value
Disposals at net book value
Impairment charge
(i)
Transferred to disposal group assets held for sale
Net foreign currency exchange differences at net book value
Net book value as at 30 June 2023
Accumulated depreciation and impairment
(i) Impairment relates to the adjustment to the carrying value of assets at one of Rail & Transit Systems’ maintenance facilities, and to other assets in Australia following a strategic
review.
Cost
38

Notes to the condensed consolidated financial statementsHalf-year Report 2024
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2023
Dec 2023
$'mNoteGoodwill
Customer
contracts
and
relation-
ships
Brand
names
on acqui-
sition
Intellectual
property
on acqui-
sition
Software
and system
develop-
ment
Total
1,762.8 150.3 55.0 1.4 210.8 2,180.3
- --- 14.9 14.
9
D6

-(0
.4)-- - (0.4)
-
(
9.5)(2.0)(0.1)(25.5)(37.1)
- -
-
- (12.1)(12.1)
1.
2-
0.
1
-0.1 1.
4
1,764.0 140.4 53.1 1.3 188.2 2,147.0
Cost
2,564.4 515.2 79.0 2.4 544.9 3,705.9
Accumulated amortisation and impairment(800.4)(374.8)(25.9)(1.1)(356.7)(1,558.9)
Jun 2023
$'mGoodwill
Custome
r
contracts
and
relation-
ships
Brand
names
on acqui-
sition
Intellectual
property
on acqui-
sition
Software
and system
develop-
ment
Total
2,285.0 172.5 58.7 1.5 223.7 2,741.4
- --- 40.3 40.
3
(41.3)- -- (2.8)(44.1)
-
(
22.2)(3.9)(0.1)(26.8)(53.0)
(483.0)- -- (23.5)(506.5)
2.
1-
0.
2
-(0.1)2.2
1,762.8 150.3 55.0 1.4 210.8 2,180.3
Cost
2,563.2 515.2 78.8 2.4 529.4 3,689.0
Accumulated amortisation and impairment(800.4)(364.9)(23.8)(1.0)(318.6)(1,508.7)
Impairment charge
(ii)
(ii) $483.0 million impairment was as a result of assessment of the carrying value of the Group’s CGUs. $23.5 million relates to IT assets that will no longer be utilised or provide future
economic benefit as a result of business restructuring, divestments and transformation.
Net book value as at 30 June 2023
(i) $12.1 million impairment relates to IT assets that will no longer be utilised or provide future economic benefit as a result of transformation and business restructuring.
Disposal of businesses
Amortisation expense
Additions
Additions
Balance as at 1 July 2022
Net book value as at 31 December 2023
Net foreign currency exchange differences at net
book value
Impairment charge
(i)
Net foreign currency exchange differences at net
book value
Disposal of businesses
Amortisation expense
D4. Intangible assets
Balance as at 1 July 2023
39

Notes to the condensed consolidated financial statementsHalf-year Report 2024
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2023
DecJun
2023 2023
Not
e
$'m$'m
39.
1 31.9
5.6 20.1
(8.1)(12.9)
D6(28.5)-
8.1 39.1
120.1 130.9
2.6 9.7
-(
20.5)
122.7 120.1
130.8 159.2
Principal
place
Dec
2023
Jun
2023
Name of arrangementof business% %
Joint ventures
New Zealand
50
50
Australia
50
50
Australia
50
50
Australia
50
50
New Zealand
50
50
New Zealand
50
50
Australia
-
45
A
ssociates
Australia
49
49
Australia
30
30
Interest in joint venture divested
Share of distributions
The Group's equity accounted investments relate to the interest in the following joint ventures and associates:
Principal activity
Asphalt plant
Bitumen importer
Bitumen importer
Sale and maintenance of railway
rollingstock
Emulsion plant
D5. Equity accounted investments
Interest in joint ventures at the beginning of the financial period/year
Interest in joint ventures at the end of the financial period/yea
r
Share of net profit
Keolis Downer Pty Ltd
HT HoldCo Pty Ltd
Interest in associates at the beginning of the financial period/year
Share of net profit
Share of distributions
Emulco Limited
Isaac Asphalt Limited
Total equity accounted investments
Manufacture and supply of asphalt
Waste recycling
Repurpose It Holdings Pty Ltd
(i)
Allied Asphalt Limited
Bitumen Importers Australia Pty Ltd
EDI Rail-Alstom Transport Pty Limited
Operation and maintenance of Gold
Coast light rail, Melbourne tram
network, Adelaide metro and bus
operation
Bitumen Importers Australia Joint Venture
Laundries services
Interest in associates at the end of the financial period/yea
r
Ownership interest
(i) Downer's interest in this joint venture was disposed of during the financial period ended 31 December 2023. Refer to Note D6.
40

Notes to the condensed consolidated financial statementsHalf-year Report 2024
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2023
Metering Services
On 22 December 2023, Downer completed an agreement for the sale of its Advance Metering (smart meter) assets and contracts to Intellihub
Australia Pty Ltd. As at December 2023, net proceeds of $21.8 million have been received. Proceeds are subject to working capital
adjustments.
VEC Contracts
On 30 November 2023, Downer completed the sale of all current contracts, assets and the transfer of employees for VEC Civil Engineering
Pty Ltd to Hazell Bros Group Pty Ltd and Hazell Bros Resources Pty Ltd. The sale consideration for this transaction is $0.8 million, for which
proceeds are still subject to working capital adjustments. As at December 2023, net proceeds of $0.6 million had been received.
AE Smith New Zealand
On 30 November 2023, Downer completed the sale of its AE Smith New Zealand contracts to Horizon Energy Group. As at December 2023, a
net payment (after transactions costs) to the purchaser of $1.4 million have been paid with a $1.6 million pre-tax loss on disposal.
Downer’s interest in Repurpose It
During the period, Downer completed the sale of its 45% interest in Repurpose It Holdings Pty Ltd, to Australian infrastructure investment
manager, Palisade Impact Pty Ltd and its affiliates (Palisade). As at December, net proceeds (after transaction costs) of $84.5 million has
been received with a $56.0 million pre-tax gain on disposal after exit costs recognised.
Current period divestments
D6. Disposal of businesses
Transport Projects
On 20 June 2023, Downer announced it had completed the sale of its Australian Transport Projects business to DT Infrastructure Pty Ltd, a
Gamuda Berhad group company (Gamuda). The remaining number of contracts with customer consents that were outstanding at the date of
completion have been received in the period, the contracts have been novated and deferred settlement paid.
As at December 2023, a net payment on the first completion (after transaction costs) of $22.9 million, and a net payment on the second
completion (after transactions costs) of $2.3 million has been paid with a $3.0 million pre-tax gain on disposal recognised.
As part of the divestment, Downer’s interest in the following joint operations have been novated in the period:
- D
owner EDI Works Pty Ltd & CPB Contractors Pty Ltd
- NEW
est Alliance
Asset and Development Services
Downer completed the agreement to sell the remaining part of the Asset and Development Services business to a Management Buy Out
Consortium on 31 August 2023. As at December 2023, a net payment (after transactions costs) of $9.6 million has been paid with a $16.7
million pre-tax loss on disposal recognised.
The following controlled entities have been divested as part of the transaction:
- A.
E. Smith & Son Proprietary Limited
- A.
E. Smith Service Holdings Pty Ltd
- A.
E. Smith Service Pty Ltd
- A.
E. Smith Service (SEQ) Pty Lt
d
- AE Sm
ith Building Technologies Pty Ltd
- A E Sm
ith & Son (SEQ) Pty Ltd
- A E Sm
ith & Son (NQ) Pty Ltd
- Air
parts Holdings Pty Ltd
- Air
parts Fabrication Pty Ltd
- Air
parts Fabrication Unit Trust
- Em
erald ESP Pty Ltd
- Envar
Installation Pty Ltd
- E
nvar Service Pty Ltd
- Envar
Holdings Pty Lt
d
- Envar
Engineers and Contractors Pty Lt
d
- N
uvogroup (Australia) Pty Lt
d
- N
G-Serv Pty Ltd
41

Notes to the condensed consolidated financial statementsHalf-year Report 2024
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2023
Dec 2023
$'mNote
Transport
Projects
(ii)
Asset and
Develop-
ment
Services
Downer's
interest in
Repurpose
It
VEC
Contracts
AE Smith
New
Zealand
Metering
ServicesTotal
Proceeds on disposal (net of
transaction costs)
28.
52.
3 84.
5
0.
6
(1.4)21.8 136.
3
Less cash disposed(
30.8)(11.9)- --- (42.7)
Deferred settlement paid and transaction
costs
(22.9)- -
-
-
-
(22.9)
Net Proceeds (as per the Condensed
Consolidated Statement of Cash Flows)
(25.2)(9.6)84.
50.6
(1.4)21.8 70.
7
D
eferred consideration
-(2
.6)-0.2(0.1)-
(2
.5)
Total net proceeds on disposal(25.2)(12.2)84.5 0.8 (1.5)21.8 68.2
Consideration for divested business
(net of transaction costs)
22.
1(
0.3)84.
5
0.
7
(1.5)21.6 127.
1
C
ash and cash equivalents30.8 11.9 - - - - 42.7
Trade receivables and contract assets39.0 50.2 - - 1.0 -
90.2
Equit
y accounted investmentsD5- - 28.5
-
- - 28.5
Property, plant and equipment
(i)
D3-0.3-1.50.3 17.2 19.3
R
ight-of-use assets0.
60.8
--1.
0
-
2.4
I
ntangible assetsD4
-0
.4
-
-
-
- 0.4
Inventories-
0.2
-0.
1
0.
1
4.
44.8
C
urrent tax assets
-2
.5
-
-
-
- 2.5
Deferred tax assets1.
02.2
-0.
2
--
3.4
Pr
epayments and other assets0.
60.3
----
0.9
A
ssets disposed72.0 68.8 28.5 1.8 2.4 21.6 195.1
Trade payables and contract liabilities48.3 42.3 -0.
4
0.3 -
91.3
Lease liabilit
ies0.
60.8
--1.
0
-
2.4
Employee benefits provision3.27.8-0.71.0-12.7
O
ther provisions0.
81.1
----
1.9
Defer
red tax liabilities
-0
.4
-
-
-
- 0.4
Liabilities disposed52.9 52.4
-1.12.3-108.7
N
et assets disposed19.1 16.4 28.5 0.7 0.1 21.6 86.4
Gain/(loss) on disposal before taxB43.0 (16.7)56.0 -(1.6)-40.
7
Oth
er exit related costs- - (4.5)-(2.4)-(6.9)
Gain/(loss) on disposal after exit costs
before tax
B43.0 (16.7)51.5 -(4.0)-33.
8
(ii) Transport Projects represents the net impact of deferred cash flows of $22.9 million associated with the first stage completion (transaction completed and recognised in FY23),
together with the disposal and associated cash flows with the second stage completion (transaction completed and recognised in HY24).
The below table summarises the impact of divestments during the 2024 financial period:
Prior period divestments
There were no divestments during the period ended 31 December 2022.
(i) A further $0.4 million of Asset and Development Services assets were classified as Assets Held for Sale at 30 June 2023 and were also disposed. Refer to Note D3.
42

Notes to the condensed consolidated financial statementsHalf-year Report 2024
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2023
Transport Projects
Asset and Development Services
June 2023
$'m
Transport
Projects
Asset and
Develop-
ment
ServicesTotal
Trade receivables and contract assets42.8 41.2 84.0
Inventories-
0.2
0.
2
C
urrent tax assets-
2.0
2.
0
Pr
epayments and other assets0.
70.5
1.
2
Pr
operty, plant and equipment-
0.4
0.
4
R
ight-of-use assets0.
62.0
2.
6
D
eferred tax assets-
1.8
1.
8
Assets held for sale44.148.1 92.2
Tr
ade payables and contract liabilities54.
842.
7 97.
5
Lease liabilit
ies0.
62.5
3.
1
Cur
rent tax liabilities-
0.2
0.
2
Em
ployee benefits provision3.
08.
4 11.
4
O
ther provisions0.
51.2
1.
7
Defer
red tax liabilities(1.0)-
(1
.0)
Liabilities held for sale57.
955.
0 112.
9
Recogni
tion and measurement
On 20 June 2023, Downer announced it completed the sale of its Australian Transport Projects business to DT Infrastructure Pty Ltd, a
Gamuda Berhad group company (Gamuda). There were a number of contracts with customer consents outstanding at the date of completion.
These contracts remained with Downer until the consents were received.
Downer entered into an agreement to sell the remaining part of its Australian Mechanical and Electrical Commercial Projects business (‘Asset
& Development Services’) to existing managers of the business. The transaction was completed in FY24.
The assets and liabilities of the contracts to be divested were reclassified as current assets and liabilities held for sale at 30 June 2023.
At 30 June 2023, the disposal groups were stated at the lower of its carrying amount and fair value less costs of disposal, and consisted of the
following assets and liabilities:
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 Consolidated Statement of Profit or Loss and Other Comprehensive Income.
The Assets held for sale do not include any recognition of divestment and exit costs.
D7. Disposal group held for sale
There were no disposal groups held for sale during the period ended 31 December 2023.
Prior period
43

Notes to the condensed consolidated financial statementsHalf-year Report 2024
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2023
DecJun
2023 2023
Bondi
ngNote
$'m $'m
C2
1,426.8 1,517.2
(vii)In early 2023, four competing shareholder class actions were filed against Downer following announcements it published with the ASX on
8 D
ecember 2022 and 27 February 2023. Each class action alleged a breach of Downer’s continuous disclosure obligations and that it
engaged in misleading or deceptive conduct by making and/or failing to correct or qualify various statements in connection with
a
m
aintenance contract in its Australian Utilities business and Downer’s financial performance.
On 28 August 2023, three of the class actions (commenced by plaintiffs represented by Maurice Blackburn, William Roberts and Piper
Alderman) were consolidated (Lidgett Proceeding). On 27 September 2023, the Supreme Court of Victoria selected the Lidgett Proceeding to
be prosecuted and stayed the other class action commenced by a plaintiff represented by Quinn Emanuel (Kajula). While Kajula has applied
for leave to appeal that decision, timetabling orders have been made in the Lidgett Proceeding which require Downer to file its defence on
1 March 2024.
Downer intends to vigorously defend whichever class action ultimately proceeds.
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.
The Group has bid bonds and performance bonds issued in respect of contract performance in the
normal course of business for controlled entities
(ii)
The G
roup is subject to product liability claims. Provision is made for the potential costs of carrying out rectification works based on know
n
claim
s and previous claims history.
(i)
The G
roup is subject to design liability in relation to completed design and construction projects. The Directors are of the opinion that ther
e
is adequate insurance to cover this area and accordingly, no amounts are recognised in the financial statements.
Other contingent liabilities
(iii)
Cont
rolled entities have entered into various joint arrangements under which the controlled entity is jointly and severally liable for t
he
obligat
ions of the relevant joint arrangements.
(vi)
In December 2022, Downer received correspondence notifying an alleged stray current defect in the depot constructed by Downer for the
High Capacit
y Metro Trains Project, requiring Downer to advise how it will address the rectification of that issue and alleging that Downer
is
r
esponsible for the costs of rectification. The Directors are of the opinion that disclosure of any further information relating to this matter would
be prejudicial to the interests of the Group.
(iv)
The G
roup 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 dam
age
dur
ing the course of a project. Potential liability may arise from claims, disputes and/or litigation/arbitration by or against Group com
panies
and/
or joint venture arrangements in which the Group has an interest. The Group is currently managing a number of claims, arbitrati
on and
lit
igation processes in relation to services, supply and construction contracts as well as in relation to personal injury and property dam
age
claim
s arising from project delivery.
(v)
I
n the ordinary course of business, contingent liabilities exist in respect of claims and potential claims against entities in the consolidat
ed
ent
ity. The consolidated entity does not consider that the outcomes of any such claims known to exist at the date of this report, either
individually or in aggregate, are likely to have a material effect on its operations or financial position.
D8. Contingent liabilities
44

Directors’ DeclarationHalf-year Report 2024
Directors’ Declaration
for the half-year ended 31 December 2023
M J MenhinnittP J Tompkins
ChairmanManaging Director and Chief Executive Officer
Sydney, 14 February 2024
In the opinion of the Directors of Downer EDI Limited:
(a)The condensed consolidated half-year financial statements and notes set out on pages 17 to 44 are in accordance with the Australian
Corporations Act 2001 (Cth), including:
(i)Complying with Accounting Standard AASB134 Interim Financial Reporting and the Corporations Regulations 2001; and
(ii)The financial statements and notes thereto give a true and fair view of the Group's financial position as at 31 December 2023 and of its
performance for the six-month period ended on that date; and
(b)There are reasonable grounds to believe that Downer EDI Limited will be able to pay its debts as and when they become due and payable.
Signed in accordance with a resolution of the Directors:
On behalf of the Directors
45

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
Pro forma numbers are underlying and have been adjusted for the contribution from divested business units. The pro forma 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. Refer to the Investor Presentation for a reconciliation from Statutory to Pro forma financials.
3
Downer calculates EBITA and NPATA by adjusting EBIT and NPAT to add back acquired intangible assets amortisation expense

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

Media/ASX and NZX Release
14 February 2024

DOWNER REPORTS PRO FORMA EBITA OF $149.0 MILLION (GROWTH OF
29.3%) AND STATUTORY NPAT OF $72.1 MILLION (GROWTH OF 5.9%)
Downer EDI Limited (Downer) today announced its financial results for the six months to 31 December 2023.
The main features of the results are:

 Total revenue
1
of $6.0 billion, down 1.9% from the prior corresponding period (pcp). On a pro forma
basis, excluding divested Business Units, total revenue increased 7.3% to $5.8 billion.

 Statutory NPAT of $72.1 million, up 5.9% from the pcp.

 Pro forma
2
NPATA
3
(net profit after tax and before amortisation of acquired intangible assets) of
$74.9 million, up 39.0% from the pcp; statutory NPATA of $80.2 million.

 Pro forma
2
EBITA
3
of $149.0 million, an increase of 29.3% from the pcp, with EBITA margin of 2.6%,
up 50 basis points from 2.1% in the pcp; statutory EBITA of $139.2 million.

 Operating cash conversion of 73.4% of underlying EBITDA, which was 87.7% when normalised for
the impact of individually significant items and the GST payment for the Australian Transport Projects
divestment.

 Strengthened the balance sheet, paying down debt, with net debt to EBITDA reduced to 1.8x and
gearing down to 22.6%.

 Interim ordinary dividend of 6.0 cents per share (unfranked) at a 58% payout ratio.

The Chief Executive Officer of Downer, Peter Tompkins, said that the first half results demonstrate the
progress Downer is making in the business turnaround.

“We said that FY24 would be an important transition year for Downer as we address areas of
underperformance, stabilise, and reposition the business for future profitable growth,” Mr Tompkins said.

“Delivering double digit underlying EBITA and NPATA growth alongside solid underlying cash conversion
during the half highlights the momentum we are building as we address underperformance and execute
on our transformation agenda.

“A key contributor to earnings growth during the period was the return to profitability of the Utilities
business. While there is more work to be done in completing underperforming projects, I have growing
confidence in the ongoing recovery in the second half and that we are turning the corner in this part of

the business.”

Mr Tompkins said there had been important progress during the period relating to the Group’s operating
model, performance culture and risk management focus, especially in the areas of tenders and project
governance.

“Downer’s transformation journey is delivering positive results,” he said. “The Group’s new operating
model has improved accountability and through a rapid reset is delivering cost out. We are now also
embarking on the next wave of simplification to our operating model which includes optimising our
technology and setting our next phase of efficiency targets.

“In alignment with our commitment to streamline operations, we completed several divestments during
the half, making tangible progress in simplification of the business. We are committed to continuing to
simplify the business going forward as part of our corporate strategy development.”

Dividend
The Downer Board has declared an interim ordinary dividend of 6.0 cents per share, unfranked, payable on
11 April 2024 to shareholders on the register at 14 March 2024. The unfranked dividend will not have any
portion paid out of Conduit Foreign Income (CFI). 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 (LTIFR) of 0.96 per million hours worked at 31
December 2023, compared to 0.90 at 30 June 2023, and a Total Recordable Injury Frequency Rate
(TRIFR) of 2.77 per million hours worked, up from 2.68 per million hours worked.
Sadly, in the half year two fatal incidents occurred. A staff member was fatally injured during asphalting
operations while working in regional New South Wales, and a subcontractor died while operating a dozer
undertaking land-clearing activities in the South Burnett region of Queensland.
Downer extends its condolences to these workers’ families, colleagues, and employers.
Outlook
Downer reiterates that FY24 is an important year in the company’s turnaround program, and notes the
following:
 Labour market challenges remain, however they have stabilised.
 The new operating model is demonstrating results in terms of accountability and efficiency.
 Downer is focused on delivering tendered margins across the portfolio and the targeted cost out
programs.
Downer anticipates continued EBITA margin percentage improvement in H2 through a combination of cost
out and improving operational performance towards its management target of >4.5% in FY25.

Authorised for release by Downer’s Chief Executive Officer

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. For more information visit downergroup.com

For further information please contact:
Media: Mitchell Dale, General Manager Corporate Affairs +61 448 362 198
Investors: Adam Halmarick, Group Head of Investor Relations +61 413 437 487

Investor
Presentation
For the half year ended
31 December 2023
14 February 2024

Agenda
2
Peter Tompkins (CEO)
Key messages
Results summary & segment updates
Malcolm Ashcroft (CFO)
Financial results
Financial priorities
Peter Tompkins (CEO)
EBITA margin recovery
Outlook
Q&A
DOWNER HY24 RESULTS

Purpose, promise and pillars
3
Safety is our first priority. Zero Harm to our people, communities and environment is embedded in our culture. We will leave a positive legacy for future
generations.
Delivery
We build trust by delivering on our promises with excellence while focusing on sustainability, value for money and efficiency.
Relationships
We collaborate to build and sustain enduring relationships with our customers, our people and our communities, based on trustand integrity.
Thought leadership
We remain at the forefront of our industry by employing the best people and having the courage to challenge the status quo.
Our Pillars
Our Purpose
DOWNER HY24 RESULTS
Our Promise

Improvement in H1 performance
Improvement
across earnings,
margins and cash
metrics
4
DOWNER HY24 RESULTS
Margin
+0.5pp
Pro forma EBITA
1,2
margin of 2.6%
Earnings
+29%
Pro forma EBITA
1,2
of
$149.0m
Op Cash
88%
Normalised
3
cash
conversion
NPAT
+6%
Statutory NPAT
of $72.1m
Footnotes are presented on the last slide of the presentation
Leverage
1.8x
Net debt to EBITDA
4
down 0.2x on Jun-23
Downer completed six divestments during the period. Pro forma numbers are used throughout this presentation to reflect the underlying performance of the business adjusted for
Individually Significant Items and excluding the six divestments. Refer to slide 28 for reconciliation.
Cost out
$80m
of $100m target

Key highlights
5
Pro forma margins, earnings
and cash conversion all
improved
Further reduction of net debt
strengthening the balance
sheet
Improved
performance
Return to profitability in H1
Good progress on resolution
of problem projects
Winning work consistent
with our refined risk appetite
Utilities turnaround
ahead of schedule
Progress on Full Potential
Strategic Planning
$100m annualised gross
cost out program on track
Additional $75m+
annualised gross cost out
target set
Six divestments completed
during the period
Strategies to realise
shareholder value
5
DOWNER HY24 RESULTS

DOWNER HY24 RESULTS
Transport
6
Well positioned with a healthy
forward pipeline across Transport
core markets
QTMP mobilising well, with continued ramp up
expected into H2
Progressed TREC (Transport Rebuild East
Coast) in detailed design and delivery of
physical works
Completed sale of Repurpose It joint venture
and VEC (Tasmania)
Seasonality is expected to drive a stronger H2
in Road Services, dependent on timing of
Transport Agency recommencing spend
Significant opportunities for further local
manufacturing of rollingstock and
decarbonisation services
First half result reflects normal
seasonality and impact of lower
Transport Agency spending
(VIC and SA)
Rebound in revenue and
earnings across Road Services,
Rail & Transit Systems and NZ
Projects against pcp
QTMP ramp up (QLD) offsetting
HCMT (VIC) which nears
successful completion
Commercial settlements on Rail
refurbishment projects
Hawkins and Keolis Downer JV
dilute segment EBITA %
Revenue
$3.0bn
15.2%
EBITA
$98.1m
23.2%
EBITA %
3.3%
0.2pp
All numbers are on a pro forma underlying basis unless stated otherwise.
Refer slide 28

Utilities
7
DOWNER HY24 RESULTS
Turnaround ahead of expectations
– targeting continued improvement
in H2
Solid win rates consistent with refined risk
appetite
Preferred on major QLD water program
Reset and recovery of Power Maintenance
Contract progressing. Water portfolio
commercial issues resolution progressing
Successful completion of 205km transmission
line for ElectraNet(Project EnergyConnect)
Opportunities arising from dominant position in
power and water sectors, setting the business
up for strong growth in the medium term
Revenue
$1.2bn
6.7%
EBITA
$17.9m
>100%
EBITA %
1.5%
2.0pp
Telco continues to perform well
Result impacted by run-off of
existing low margin contracts,
particularly in Water and Energy
Networks
Power Maintenance Contract
loss-making as expected with
continued improvement forecast
in H2
Meter reading turnaround from
loss making to breakeven
Spotless Advanced Metering
(SAM) assets sale completed in
December 2023
All numbers are on a pro forma underlying basis unless stated otherwise.
Refer slide 28

Portfolio of Government Health &
Education PPPs stable and
performing well
Decline in Defence activity as
previously announced, consistent
with 2H23 run rate
Completed sale of Asset and
Development Services and AE
Smith New Zealand
Facilities
8
DOWNER HY24 RESULTS
Realigned portfolio and operating
model for margin improvement
Downer JV awarded the Woomera Defence
Base Redevelopment Project
EMOS Defence contract extended by 12
months (~$400m contract value)
Preferred NSW Govt contract renewal (on max
allowable regions)
Downer Defence named Australian Industry
Capability (AIC) Champion of the year (2023)
We have a clear line of sight on targets for H2
with tendering underway for key contract
renewals
Important upcoming tenders – Defence Base
Services Transformation, Richmond Defence
Base Redevelopment
Revenue
$1.6bn
5.7%
EBITA
$87.9m
2.8%
EBITA %
5.6%
0.2pp
All numbers are on a pro forma underlying basis unless stated otherwise.
Refer slide 28

$37.5bn of work-in-hand
9
DOWNER HY24 RESULTS
Work-in-hand by segmentWork-in-hand profile
Long-datedDiversified by industry
~90% Government
related
88% Services
5

Work-in-hand movement
13
Transport
$20.1bn
54%
Utilities
$3.9bn
10%
Facilities
$13.5bn
36%
0
2
4
6
8
10
12
14
2H24FY25FY26FY27FY28FY29+
TransportUtilitiesFacilities
20.8
20.1
4.4
3.9
12.9
13.5
Jun-23Dec-23
TransportUtilitiesFacilities
$38.1bn
$37.5bn
1.6%
$ billion

ESG update
10
DOWNER HY24 RESULTS
Environmental
Focus on investment in
renewable energy to reduce
Scope 2 emissions
Social
Investing in our people and
enhancing the employee
experience
Governance
Committed to enhancing
internal controls and
processes
Included in the S&P Global Sustainability
Yearbook 2024
Recognised as an Employer of Choice at
the 2023 Australian Business Awards
Best Sustainability
Project of the Year
awarded by
Chartered Institute of
Procurement &
Supply
from PV solar capacity to be
installed on Downer’s Asphalt Plants
Cultural reset program
Executed a comprehensive
culture diagnostic, and
developed and defined the target
culture for the organisation
ISO recertification
Recertification to International
Management Standards: ISO
9001:2015, ISO 14001:2015, and
ISO 45001:2018
490 tCO
2
-e
savings per annum
from purchase of renewable energy
in Australia and New Zealand
3,850 tCO
2
-e
reduction in FY24
Control environment
Continued focus to improve
procurement and other
license to operate controls
Sustainability Linked Loan refinance
Successful refinancing of the $500 million
tranche of the $1.4 billion syndicated SLL
facility and establishment of a new
sustainability linked financing framework
2.77
TRIFR
0.96
LTIFR
Second consecutive year
Fourth consecutive year
Advanced
Workplace
Maintained
recognition by Mental
Health First Aid Australia

DOWNER HY24 RESULTS
Group financials
11

Summary of 1H24
12
DOWNER HY24 RESULTS
$5.8bn
Revenue
1,6
Improved half-on-half
performance
7.3%
$149.0m
EBITA
1,2
29.3%
$74.9m
NPATA
1,2
39.0%
$72.1m
Statutory NPAT
5.9%
2.6%
EBITA margin
0.5pp
87.7%
Normalised
3
cash conversion
79.2pp
1.8x
Net Debt to EBITDA
4
2.0xat Jun-23
$37.5bn
Work in hand
1.6%
All numbers are on a pro forma underlying basis
1
unless stated otherwise. Refer slide 28

Reconciliation to statutory results
13
DOWNER HY24 RESULTS
Pro forma to statutory EBITA ($m)
1,2,7
Impairment and other asset write-downs on
IT and other assets that will no longer be
utilised or provide future economic benefit
Removing net EBITA contribution from
divestments completed in the period (not
in go forward earnings). Refer slide 28.
Underlying EBITAFair value on
DSCO
Net gain on
divestments
including exit
costs
Transformation
and restructure
costs
Regulatory review
and legal matters
Impairment and
other asset
write-downs
Statutory EBITAEarnings from
divestments
Pro forma EBITA
$51.5m
Repurpose It
($16.7m)Asset & Development Services
($1.0m)Other

Portfolio update
14
DOWNER HY24 RESULTS
Good progress in reshaping
portfolio in H1
Divested a combination of loss
making and undervalued
businesses, realising value for
shareholders
Exploring further non-core
divestment opportunities and
finalising new capital
management framework
We are finalising our full potential plans in H2 which will establish the strategic and financial
parameters for our portfolio going forward
DivestmentsRationale
Repurpose It
Australian Transport Projects
Asset and Development Services
AE Smith New Zealand
VEC Contracts
Spotless Advanced Metering
Divestments ($m)Total
Proceeds on disposal (net of transaction costs)$136.3m
Net gain on disposal (after exit costs, before tax)$33.8m
%
%
%
%
Undervalued in portfolio
Sector exposure / sub-scale
Cyclicality
Risk management
%
Margin contribution
Above figures exclude proceeds and gain of Australian Transport Projects recognised in FY23

Cash flow
15
DOWNER HY24 RESULTS
1. Operating cash
flow
88% normalised cash
conversion
3
2. Capex
Primarily maintenance
capex in the Transport
segment
5. Dividends
Payment relates to:
•FY23 Final – 8 cps
•ROADS
6. Net divestments
Proceeds from divestments
($70.7m) net of acquisition
deferred settlements
($1.3m)
3. Payment of lease
liabilities
Consistent with 1H23
(down 2%)
4. Information
Technology Capex
Consistent with 1H23
(down $1.1m), largely
security upgrades and
end of life hardware
replacement
1
2
3
4
5
6
Opening
cash
Operating
cash flow
CapexPayment of
lease
liabilities
ITOtherCash after
funds from
operations
DividendsNet
divestments
Borrowings
and FX
Closing cash

0
200
400
600
800
1,000
Jun-24Jun-25Jun-26Jun-27Jun-28Jun-29Jun-30Jun-31Jun-32Jun-33
Bilateral bank facilities
A$ MTN
JPY MTN
USPP
Syndicated bank facilities
Group debt profile
16
DOWNER HY24 RESULTS
Commitment to maintain an investment grade credit
profile
Successful refinance of the Syndicated Sustainability
Linked Loan Facility ($500m tranche)
Weighted average debt duration of 3.3 years
8
(3.0 years at 30 June 2023)
Downer remains in compliance with all banking
covenants
Debt maturity profile (A$m)
Debt facilities $mDec-23Jun-23Dec-22
Total limit2,574.7
2,567.8
2,572.1
Drawn1,237.7
1,592.8
1,387.1
Available1,337.0
975.0
1,185.0
Cash553.4
889.1
450.4
Total liquidity1,890.4
1,864.1
1,635.4
Net debt
9
684.3
703.7
936.7

Good progress on cost reductions
17
Overall, targeting a net cost benefit which increases our EBITA margin by ~1% in FY25
DOWNER HY24 RESULTS
400 FTE exited as committed
Benefit from trans-Tasman
operating model
Property consolidation, systems
optimisation and licence
rationalisation initiatives
Remaining $20m on track for H2
~$80m of $100m gross
annualised cost out
achieved to date
Re-evaluated operating model – further
opportunities exist in spans and layers
‘Role of the centre’, standardisation of support
services, systems consolidation, entity
simplification and property optimisation
delivering benefits
Right sizing tendering costs following risk reset
Enhanced control of discretionary spend
Overhead efficiency initiatives, support
function location and modernisation and
transformation investment in automation of
processes
Targeting $75m+ additional
gross annualised cost out by
end of FY25
Gross cost out
phasing (annualised)
$’m
Phase 1 (FY24)
FY24 Actioned80
FY24 Clear line of sight20
Initial target100
Phase 2 (FY24-25)
FY2430
FY2545
Additional target75
Total gross cost out175
Gross cost out phasing
($m, annualised)

Financial priorities
18
DOWNER HY24 RESULTS
Continue to strengthen Downer’s balance sheet
Improve consistency of quality of earnings
Elevate our capital return focus and disciplines
Reduced net debt to EBITDA to 1.8x (down 0.2x)
Stabilise Downer’s Fitch credit rating (currently BBB negative watch)
Strong 88% normalised cash conversion – remains a focus for H2
$100m cost out on track with additional $75m+ target
Implementation of new Business Performance Management framework
Reduction in portfolio risk on-going
Full Potential Plan Strategic Planning well advanced
Capital allocation framework / metrics / planning under review
Reduction in capital spend in the period

DOWNER HY24 RESULTS
Outlook
19

EBITA margin recovery underway
20
DOWNER HY24 RESULTS
$100m gross annualised cost out target on track
400 FTE exited as previously committed, largely from new
trans-Tasman operating model
Continue to re-shape the role of Downer’s central functions
Planning progressed on additional $75m+ of annualised
gross cost out by end of FY25
New tendering governance in place with improved focus on
risk / margin, aligning to the 5 C’s (Capacity, Capability,
Counterparty, Contract & Compensation)
Full potential plans to reset strategic / risk guardrails
Phase 1 complete – 6 divestments in H1
Ongoing full potential strategic planning process to refine
Downer’s optimal portfolio
Performance culture reset underway
Changes to Board composition and governance structures
Changes to key corporate and business unit leadership roles
Management’s target of
4.5% EBITA margin is
reflected in the Group’s
LTI scorecard
>4.2% FY25 EBITA %
>4.5% average across FY25 & FY26
Actual project margins remain on average below tendered
margin – disciplined focus to close the gap
Renewing focus on project controls and performance
management
1H231H24Target
2.1%
0.5pp
~1%
2.6%
>4.5%
~1%
Project margins
Net cost out
Leadership
& culture
Project
margins
Cost out
(overheads)
Portfolio
Driving a
performance
culture
Tendering /
governance
Efficient
operating
model
Simplify
portfolio
Project
delivery
Progress

Outlook
21
FY24 remains an important year in our turnaround program
Labour market challenges remain, however they have stabilised
The new operating model is demonstrating results in terms of accountability and efficiency
We are focusedon delivering tendered margins across the portfolio and the targeted cost out programs
We anticipate continued EBITA margin percentage improvement in H2 through a combination of
cost out and improving operational performance towards our management target of >4.5% in FY25
DOWNER HY24 RESULTS
H1 improvement ahead of
expectations and momentum building
We are targeting continued
improvement in H2
Opportunities arising from dominant
position in power and water sectors,
setting the business up for strong
growth in medium term
QTMP will continue to ramp up in H2
Seasonality is expected to drive a
stronger H2 in Road Services,
dependent on timing of Transport
Agency recommencing spend
Significant opportunities for further
local manufacturing of rollingstock
and decarbonisation services
Facilities continues to deliver in-
line with expectations
We have a clear line of sight on
targets for H2 with tendering
underway for key contract
renewals
Transport FacilitiesUtilities

DOWNER HY24 RESULTS
Supplementary information
22

Transport
23
DOWNER HY24 RESULTS
Top 5 Contracts Remaining
1. Queensland Train Manufacturing Program until 2042
2. Maintaining Waratah trains until 2044
3. Maintaining HCMTs until 2053
4. Maintaining Sydney Growth Trains until 2044
5. Operating Adelaide Rail until 2035 (Keolis Downer)
93% government
10
$20.1bn total
Road Services
Rail & Transit Systems
Projects
E BI TA
14
$mEBITA % margin
Revenue
14
$m
0.0
1.0
2.0
3.0
4.0
5.0
6.0
7.0
2H24FY25FY26FY27FY28FY29+
WIH profile ($bn)
79.6
98.1
0
20
40
60
80
100
120
1H231H24
3.1%
3.3%
0%
1%
1%
2%
2%
3%
3%
4%
1H231H24
2,561.5
2,950.0
0
500
1,000
1,500
2,000
2,500
3,000
3,500
1H231H24
All numbers are on a pro forma underlying basis
1
unless stated otherwise. Refer slide 28

E BI TA $ mEBITA % margin
Revenue $m
Utilities
24
DOWNER HY24 RESULTS
Top 5 Contracts Remaining
1. Sydney Water until 2030 (Confluence Water JV)
2. City of Gold Coast (water) until 2032
3. AusNet (power) until 2025 (plus two 3-year
extensions)
4. Melbourne Water until 2028
5. Logan City Council Water until 2025 (plus two 2-year
extensions)
Telecommunications
Water
Power and Gas
87% government
10
$3.9bn total
0.0
0.5
1.0
1.5
2.0
2H24FY25FY26FY27FY28FY29+
WIH profile ($bn)
(5.9)
17.9
-10
-5
0
5
10
15
20
1H231H24
(0.5%)
1.5%
-1%
-1%
0%
1%
1%
2%
2%
1H231H24
1,131.3
1,206.6
0
200
400
600
800
1,000
1,200
1,400
1H231H24
All numbers are on a pro forma underlying basis
1
unless stated otherwise. Refer slide 28

90.4
87.9
0
20
40
60
80
100
1H231H24
5.4%
5.6%
0%
1%
2%
3%
4%
5%
6%
1H231H24
Facilities
25
DOWNER HY24 RESULTS
.
Top 5 Contracts Remaining
1. New Royal Adelaide Hospital PPP until 2046
2. Bendigo Hospital PPP until 2042
3. Sunshine Coast University Hospital PPP until 2042
4. Dept of Defence Estate Maintenance and Operations
until July 2025
5. Sydney International Convention, Exhibition and
Entertainment Centre PPP until 2041
Government
Health & Education
Defence
Industrial & Energy
87% government
10
$13.5bn total
E BI TA
14
$mEBITA % margin
Revenue
14
$m
0.0
1.0
2.0
3.0
4.0
5.0
6.0
7.0
2H24FY25FY26FY27FY28FY29+
WIH profile ($bn)
1,672.3
1,577.3
0
500
1,000
1,500
2,000
1H231H24
All numbers are on a pro forma underlying basis
1
unless stated otherwise. Refer slide 28

1H24 revenue composition
26
DOWNER HY24 RESULTS
Revenue diversified across Transport,
Utilities and Facilities markets
1H24
Revenue
$5.8 billion
6,11
All numbers are on a pro forma underlying basis unless stated otherwise. Refer slide 28

Cash flow
27
DOWNER HY24 RESULTS
Change in cash ($m)1H241H23Change
Total operating cash flow168.2(35.4)
>100%
Net Capex(46.4)(70.1)
33.8%
Payment of principal lease liabilities(79.9)(81.9)
2.4%
IT (13.3)(14.4)
7.6%
Advances to JVs and Other(8.7)(5.3)
(64.2%)
Funds from operations19.9(207.1)
>100%
Dividends paid(60.3)(86.4)
30.2%
Divestments70.7-
100.0%
Acquisitions (deferred settlement)(1.3)-
(100.0%)
Share buyback-(17.8)
100.0%
Net (repayment) / proceeds of borrowings(366.6)18.9
(>100%)
Net decrease in cash(337.6)(292.4)
(15.5%)
Cash at the end of the period553.4450.4
22.9%
Total liquidity
1,890.41,635.4
15.6%
Cash conversion ($m)1H241H23Change
Underlying
7
EBIT
138.9120.5
15.3%
Add: Depreciation and amortisation
170.2160.8
5.8%
Underlying
7
EBITDA
309.1281.3
9.9%
Operating cash flow
168.2(35.4)
>100%
Add: Net interest paid
43.340.2
7.7%
Add: Tax paid / (received)
15.419.1
(19.4%)
Adjusted operating cash flow
226.923.9
>100%
EBITDA conversion
73.4%8.5%
64.9pp
Normalised
3
EBITDA conversion
87.7%8.5%
79.2pp
Depreciation and amortisation($m)1H241H23Change
Depreciation – PP&E
58.359.4
(1.9%)
Depreciation – Right of use asset
74.874.9
(0.1%)
IT Amortisation
25.513.4
90.3%
Amortisation of acquired intangibles
11.613.1
(11.5%)
Depreciation and amortisation
170.2160.8
5.8%

Reconciliation of pro forma to statutory results
28
DOWNER HY24 RESULTS
Reconciliation of pro forma to statutory results ($m)EBITA
2
Net interest
expense
Tax
expense
12
NPATA
2
Amortisationof
acquired intangibles
(post-tax)
NPAT
Pro forma results149.0(47.4)(26.7)74.9(8.1)66.8
Net divestment contribution
15
1.5-(0.3)1.2-1.2
Underlying
7
results150.5(47.4)(27.0)76.1(8.1)68.0
Fair value on Downer Contingent Share Options (DCSO)1.2--1.2-1.2
Divestments and exit costs33.8-1.835.6-35.6
Transformation and restructure costs(12.3)-3.7(8.6)-(8.6)
Regulatory reviews and legal matters(15.4)-4.4(11.0)-(11.0)
Impairment and other asset write-downs(18.6)-5.5(13.1)-(13.1)
Total items outside underlying result
(11.3)-15.44.1-4.1
Statutory results
139.2(47.4)(11.6)80.2(8.1)72.1

Reconciliation pro forma to underlying results
29
DOWNER HY24 RESULTS
1H241H23
14
($m)Pro formaDivestmentsUnderlying
7
Pro formaDivestmentsUnderlying
7
Transport
Revenue2,950.0146.73,096.72,561.5595.63,157.1
EBITA98.12.7100.879.622.3101.9
EBITA %3.3%1.8%3.3%3.1%3.7%3.2%
Utilities
Revenue1,206.64.91,211.51,131.34.91,136.2
EBITA17.90.818.7(5.9)0.7(5.2)
EBITA %1.5%16.5%1.5%(0.5%)13.8%(0.5%)
Facilities
Revenue1,577.355.01,632.31,672.3119.61,791.9
EBITA87.9(2.1)85.890.4(4.6)85.8
EBITA %5.6%(3.7%)5.3%5.4%(3.9%)4.8%
Corporate
Revenue85.4-85.459.5-59.5
EBITA(54.8)-(54.8)(48.9)-(48.9)
Group
Revenue5,819.3206.66,025.95,424.5720.26,144.7
EBITA149.01.5150.5115.218.4133.6
EBITA %2.6%0.7%2.5%2.1%2.5%2.2%
Downer completed six divestments in the period. Whilst none of these operations were considered major lines of business, pro forma information (which excludes the results of
these divested operations), has been included to provide additional information on the impact of these divestments and the remaining Downer business.

Group underlying financial performance
30
DOWNER HY24 RESULTS
Underlying
7
performance ($m)1H241H23Change
Total revenue
6
6,025.96,144.7
(1.9%)
EBITDA
309.1281.3
9.9%
Depreciation and amortisation
(158.6)(147.7)
(7.4%)
EBITA
2
150.5133.6
12.6%
Amortisation of acquired intangibles
(11.6)(13.1)
11.5%
EBIT
138.9120.5
15.3%
Netinterestexpense
(47.4)(40.3)
(17.6%)
Profit before tax
91.580.2
14.1%
Taxexpense
(23.5)(21.4)
(9.8%)
Netprofitaftertax
68.058.8
15.6%
NPATA
2
76.168.0
11.9%
EBITAmargin
2.5%2.2%
0.3pp
Effective taxrate
25.7%26.7%
(1.0pp)
ROFE
10.1%9.4%
0.7pp
Dividenddeclared(cps)
6.05.0
1.0cps
Underlying
7
segment performance ($m)1H241H23
14
Change
Transport
100.8101.9
(1.1%)
Utilities
18.7(5.2)
>100%
Facilities
85.885.8
-
Corporate (refer below)
(54.8)(48.9)
(12.1%)
Underlying EBITA
2
150.5133.6
12.6%
Items outside of underlying EBITA
(11.3)9.3
(>100%)
Statutory EBITA
139.2142.9
(2.6%)
Underlying NPATA
2
76.168.0
11.9%
Statutory NPAT
72.168.1
5.9%
Corporate
Corporate costs represents 5.4% reduction on 2H23 run rate
16
. Corporate
costs in the period (versus 1H23) impacted by the following:
$4.1m lower contribution from non-core JV investment
Continued technology investment (including SaaS)
Change in actuarial assumptions on employee provisions
STI provisions
Inflation impact (labour and other costs)
Offset by transformation benefits

Footnotes
1.Pro forma numbers are underlying and have been adjusted for the contribution from divested Business Units. The pro forma 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. Refer to slide28 and 29 for reconciliations.
2.Downer calculates EBITA and NPATA to add back acquired intangible assets amortisation expense. Group HY24: $11.6m, $8.1m after-tax (HY23: $13.1m, $9.2m after-tax).
3.Normalised cash conversion has been adjusted to remove the cash outflows associated with FY23 and 1H24 Individually Significant Items (not in underlying EBITDA) totalling
$20.7m and Australian Transport Projects GST payment of $23.5m. Normalised cash conversion is calculated using underlying EBITDA. Refer to slide 27.
4.Net debt to EBITDA ratio includes lease liabilities in net debt and is on a post-AASB 16 basis.
5.Remaining balance, Construction work-in-hand, comprises the NZ Projects (Transport), a portion of Power & Gas (Utilities) and the construction component of QTMP (Transport).
6.Total revenue is a non-statutory disclosure and includes revenue from joint ventures, other alliances and other income.
7.The underlying result is a non-IFRS measure that is used by management to assess the performance of the business. Non-IFRS measures have not been subject to audit or
review. Refer slide 28 for reconciliation to statutory results.
8.Based on the weighted average life of debt facilities (by A$mlimit).
9.Excludes lease liabilities.
10.WIH Government includes direct Government and Government-related projects.
11.H&E is the abbreviation of Health & Education.
12.Tax of $27.0m is calculated by adjusting underlying tax of $23.5m with $3.5m tax on amortisation of acquired intangible assets.
13.Jun-23 WIH has been restated to be comparable with Dec-23 reported WIH, and to remove impact of divestments.
14.Comparative periods have been restated to reflect the change in operating segments to be consistent with the FY23 Annual Report.
15.Comparative HY23 period ‘Net divestment contribution’ adjustments to reconcile between pro forma and underlying – EBITA $18.4m, Tax Expense ($4.3m), NPATA $14.1m.
16.Based on 2H23 Corporate of $57.9m (calculated as $68.4m less the $10.5m settlement of claim previously disclosed).
31
DOWNER HY24 RESULTS

Ceasing to be a substantial holder Becoming a substantial holder

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.