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ANNUAL REPORT ANNUAL Transfield Services Limited 69 000 484 417 ANNUAL REPORT 2014 Cover image: Transfield Services’ Perth Naval Fire Fighters, WA All financials are in Australian dollars unless otherwise stated. The financial figures provided in the front section of the report (pages 4 to 27) have been rounded. In some cases, totals and percentages have been calculated from financial figures that have not been rounded; hence, some financials and percentages may not add up exactly. Notice of Annual General Meeting Shareholders are advised that the 2014 Annual General Meeting of Transfield Services Limited (the “Company”) will be held on Wednesday, 5 November 2014 at 1:30pm (AEDT), at the AGL Theatre, Museum of Sydney, 37 Phillip Street (Corner Bridge Street), Sydney, New South Wales. Transfield Services Limited ABN 69 000 484 417 2| Transfield Services Annual Report 2014 CONTENTS CONTENTS PAGE Our business 4 A year of progress 6 Chairman’s report 8 Managing Director and Chief Executive Officer’s report 10 Board of Directors 12 Senior executive team 14 Social responsibility 16 Corporate governance report 22 Directors’ report 29 Operating and financial review 33 Remuneration report 49 Auditor’s independence declaration 72 Financial report 73 Independent auditor’s report to the members 125 Shareholder information 127 Corporate directory 128 To view this report online, visit: www.transfieldservices.com/media/annual-report/2014 Register with Computershare to receive electronic copies of Transfield Services Annual Reports in the future. Transfield Services Annual Report 2014 |3 OUR BUSINESS Workforce of 19,000 | 10 Countries | 200+ Clients Our services Logistics and Facilities Construction Consulting Operations and Well Servicing Management Maintenance FY2014 statutory revenue by sector group FY2014 statutory revenue by service per cent of total Group revenue per cent of total Group revenue Logistics Utilities, 7% and Facilities Telecommunications Management and Transport 29% 33% Construction 36% Defence, Social and Property Consulting Oil and Gas, Resources and 51% 9% Operations and Industrial Maintenance Well Servicing 31% 4% 4| Transfield Services Annual Report 2014 Our sectors UTILITIES TELECOMMUNICATIONS TRANSPORT DEFENCE SOCIAL PROPERTY OIL AND GAS RESOURCES INDUSTRIAL Transfield Services Annual Report 2014 |5 A YEAR OF PROGRESS IMPROVED SAFETY GROWTH IN UNDERLYING Total Recordable Injury Frequency Rate* EARNINGS (TRIFR) $’m 216.7 FY2013 6.0 201.7 FY2014 5.4 124.4 95.1 72.6 39.2 FY2013 FY2014 Underlying EBITDA Underlying EBIT Underlying NPAT * Injuries per million hours worked Refer to statutory reconciliation on page 48 IMPROVED MARGINS EBITDA margins by half year 46 PER CENT 7.4% NEW CONTRACT 6.6% WIN RATE, 4.4% 4.2% 72 PER CENT RENEWAL RATE H1 H2 H1 H2 FY2013 FY2013 FY2014 FY2014 CONTRACT WINS July 2013 December 2013 February 2014 Operations and $75 million one-year extension with $50 million contract with maintenance the Western Australian Department QGC Pty Ltd (QGC) for two contracts with Hills M2 of Housing. Advantage light well servicing Motorway and Lane rigs. Two-year contract extension with Cove Tunnel in New Telstra Land and Building. $40 million contract with QGC South Wales. for a heavy drilling rig. New two-year contract with Queensland Health to provide asset $20 million contract with and building maintenance at QGC to install a pipeline and Gold Coast University Hospital. compression facility. Four-year contract with Queensland NZ$88 million with Chorus Motorways Limited. in New Zealand for two new contracts. 6| Transfield Services Annual Report 2014 STRONGER BALANCE SHEET CONTRACTED REVENUE* UP Net debt $’bn $’m 10.3 639 9.5 9.8 9.2 1.6 542 534 8.7 H1 FY2013* FY2014 FY2014 Dec 12 Jun 13 Dec 13 Jun 14 * FY2013 numbers have been restated to conform to changes * Revenue is proportionately consolidated and includes in International Financial Reporting Standards (IFRS11) $1.6bn Defence contract awarded in July 2014 EBITDA: Earnings Before Interest, Tax and Depreciation EBIT: Earnings Before Interest and Tax $24 BILLION NPAT: Net Profit after Tax OF CONTRACT Proportionally consolidated revenue: includes proportionate share of joint venture revenue OPPORTUNITIES IN PIPELINE AT 30 JUNE 2014 March 2014 May 2014 JulyJuly 2014 2014 July 2014 (cont.) $1.22 billion 20-month NZ$67 million Six-year $1.62 billion Retained Austin Health contract with the contract with contract to manage contract in Victoria Commonwealth of Auckland Australian Defence for five years, with the Australia to provide Transport. facilities across Western option of a three-year garrison support and Australia, the Northern extension. Territory, Victoria, welfare services at the $95 million one-year Tasmania and South Australian Department extension with NSW Australia under the of Immigration and Land and Housing Defence Support Border Protection Corporation. offshore processing Reform Group’s base centres on Nauru and services retendering Manus. project, including a four- year renewal option. Transfield Services Annual Report 2014 |7 CHAIRMAN’S REPORT A rigorous focus on operational excellence, business development, contract and overhead cost control and continued discipline in capital expenditure have allowed us to post a strong result of $67 million net profit after tax pre-amortisation. 8| Transfield Services Annual Report 2014 This has been a transformational year As Chair of the Health, Safety, Environment and Community Committee, Dean Pritchard has visited both for Transfield Services. Manus and Nauru. Our Managing Director and Chief Executive Ocer, Graeme Hunt has also visited Nauru. All A rigorous focus on operational excellence, business other directors will visit these sites in due course. development, contract and overhead cost control and continued discipline in capital expenditure have allowed This will build on the proactive approach we already take us to post a strong result of $67 million net profit after to positively engage with the communities in which we tax pre-amortisation. This was the middle of our guidance live and work. You can learn more about these activities REPORT range. An important indicator of business health, on pages 16-21 of this report. underlying EBITDA, was up seven per cent on the prior In my first year as your Chairman I have continued the period to $217 million. important process of Board renewal and am very grateful As we continue to strengthen the balance sheet, the for the support I have received from all directors. Board has elected not to pay dividends to shareholders Two new independent directors were appointed. Kathy during the year. We will reconsider dividend payments Hirschfeld brings extensive international experience in when net debt levels are at our target level of two times the petrochemicals and refining industries to the Board. EBITDA or less, expected to be attained within the 2015 Dean Pritchard has had a successful 27-year career financial year. spanning the property, engineering, construction and Our result was achieved despite another tough year services industries in both Australia and New Zealand. In in many of the sectors Transfield Services serves, and the coming year we will farewell Steve Crane after almost despite ongoing necessary fundamental changes inside seven years service to Transfield Services. Steve has your Company at all levels. The Board has endorsed a been a committed and insightful Chair of the Risk, Audit number of significant management initiatives throughout and Compliance Committee (RACC) through somewhat the financial year and does not expect the pace of turbulent times and his wise counsel will be missed by change to be less in the coming year. all at Transfield Services. We are pleased that Geo Kleemann will join the Board to follow Steve as the next Transfield Services’ strategy has been reviewed and Chair of the RACC. Geo will bring extensive experience further refined, clearly communicating that we will in the global financial industry and markets. operate in growth sectors where the services that we oer are dierentiated other than on the basis of Finally, at a fundamental level, Graeme Hunt has price. We will not grow business or pursue contracts in re-engineered Transfield Services’ entire approach to commoditised sectors and are committed to organic working through the contract life cycle by introducing growth rather than growth by acquisition. a new business operating model. Our newly appointed Chief Financial Ocer, Vince Nicoletti has ensured our We have refinanced our debt, increasing liquidity, financial systems and risk monitoring are modified to doubling tenor, and continue to aggressively drive down support the new operating model. gearing, reducing net debt and trade creditor levels by $145 million. An important metric measuring shareholder Graeme explains the significance of this in more detail value, return on capital employed, is approaching our on page 11 but it is already delivering results, driving an target levels of 15 per cent. increased focus on service delivery which creates client value, and a more strategic medium and long term view There has been a further strategic rationalisation of of future opportunities across the sectors in which the portfolio, with the sale of our Middle East and India we operate. businesses. This delivers on our commitments to you to simplify the business. I was pleased to be able to visit operations in Australia, Chile and the United States this year and was struck by During the year, we also commenced our expanded the commonality of our Company’s sta to focus on contract with the Australian Department of Immigration customer service and operational excellence. I thank and Border Protection, delivering garrison support and Graeme, his management team and all of our people welfare services to its oshore processing centres on across our international operations for their eorts during Manus and Nauru. what has been a challenging, but ultimately The Board carefully weighed the responsibility of taking rewarding year. on this important work, before determining that caring for transferees was a task Transfield Services had the skills and experience to do well.