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Queensland Motorways Limitedand its Controlled Entities

ACN 067 242 513

Annual Reportfor the yerended June 1997

Queensland Motorways Limitedand its Controlled EntitiesACN 067 242 513

Contents

Structure and Operations

Directors ' Report

Independent Auditor 's Report to Members

Statement by Directors

Profit and Loss Accounts

Balance Sheets

Statements of Cash Flows

Notes to and Forming Part of the Financial Statements

QUEENSLANDM OTO RWAYS

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QUEENSLANDMOTORWAYS

Corporate Mission The company's mission is to be pre-eminent in the planning, design , funding,construction and operation of tollways and related services (including the

identification and utilisation of new technologies) in Queensland and to becapable of similar involvement elsewhere.

Directors Mr E F F Finger, AO, BE, M Eng Sc, D Univ, (QUT), FIE Aust, FAIM(Chairman)Mr L Casagrande, Dott Ing (Padua)Mr B J Flannery B E (Mining)Ms S AD Israel, B Bus, FAICD, ASAMrs A F Ward, B Com, CPAMr K W Witney, B Com, FAIBF, ASA, FAICDMr J T Woods, ISO, M Sc, F Aus 1MM, FAIE

Secretary Mr J H Barton, B Com, CPA

Manager Mr S A Schollay, C Eng, F I Mar E

Registered Office Gateway Bridge Administration BuildingAdministration RoadMurarrie Q 4172

Operations Office The Gateway Bridge Company LimitedAdministration Road, Murarrie, Q. 4172Telephone (07) 3390 8633Facsimile (07) 3390 7242

Postal Address PO Box 195Cannon Hill Q. 4170

Issued Capital Seven (7) $1 fully paid ordinary shares are on issue and are held beneficially infavour of the Director-General of Main Roads for the State of Queensland.

Bankers Queensland Treasury CorporationCommonwealth Bank of Australia

Solicitors Middletons Moore & BevinsClayton UtzMinter Ellison

Auditors Auditor-General of Queensland

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Agreements with the

State of Queensland

Corporate Goals

In the market place:

In its operations


The company is a franchisee in terms of Part 6 of the Transport Infrastructure Act1994 under a road franchise agreement, effective from 27 June 1995, in that it is aholding company of.

• The Gateway Bridge Company Limited

• Logan Motorway Company Limited

• Sunshine Motorway Company Limited

and it conjointly assumes the rights, titles and obligations of those companies underthe agreements dated:

• 5 June 1980 in respect to the Gateway Bridge

• 1 June 1987 in respect to the Logan Motorway

• 15 November 1988 in respect to the Sunshine Motorway and the VariationAgreements dated 8 March 1996 and 26 June 1996

and including any amendments thereto and any ancillary or associated agreements.

The key corporate goals are to:

• achieve a structure capable of entering into flexible shareholding arrangements,joint ventures as required and to be able to attract suitable financing arrangementsfor the company's development.

• be pre-eminent in the planning, design, funding, construction and operation oftollways and related services and to profitably capitalise on the company's assetsand skills to enhance its business and improve customer service.

• optimise the company's financial arrangements for the benefit of its shareholders.

• develop clearly defined relationships with the company's shareholders, theGovernment and the community.

• maintain and improve the company's recognition as a socially andenvironmentally responsible organisation.

• attract, retain and develop people with the skills and commitment to contribute tothe success of the business.

• provide motorists with quality, safe and disruption free transit with a savings intime and cost that compensates for the toll charges applied.

• develop complementary services within the tollway corridors to meet the needs ofmotorists.

• develop the tollway corridors into multi-modal corridors.

• maximise the utilisation of the facilities over their seven day weekly operatingcycles.

• provide a pleasant, fast and efficient service at the toll plazas.

• contain operating costs within the boundaries of approved budgets and the qualitystandards necessary to maintain an attractive level of service.

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QUEENSLANDMOTORWAYS

Company Consolidated1997 1996 1997 1996

Key Business Aggregates

PatronageThe Gateway Bridge - - 20,285,522 18,521,047Logan Motorway - - 12,750,514 11,869,031Sunshine Motorway (to 8 March 1996) - - - 6,629,517

Toll RevenueThe Gateway Bridge - - $45,934,625 $48,208,783Logan Motorway - - $11,484,756 $9,878,790Sunshine Motorway (to 8 March 1996) - - - $6,776,723

Motorway total cost of bridgeworks,roadways and related property plantand equipment

The Gateway Bridge - - 139,742,119 138,983,504Logan Motorway- Stage 1 - - $86,287,716 $86,287,716- Southern Brisbane Bypass & Pre duplication - - $157,074,382 $85,953,448Sunshine Motorway- Stage 1 - - - $91,212,613- Stage 2 - - - $39,717,500- Other facilities provided - - - $15,217,061

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QUEENSLANDM OTO R WAYS

Directors ' Report

The Directors have pleasure in presenting their report

together with the financial statements of Queensland

Motorways Limited and the consolidated accounts of

the economic entity, being the company and its

controlled entities, for the year ended 30 June 1997

and the auditor's report thereon.

Directors

The Directors in office at the date of this report are:

E F F Finger, AO, BE, M Eng Sc, D Univ (QUT),

FIE Aust, FAIM

ChairmanDirector and Chairman since April 1995.Age: 59

Mr Finger is a former Director-General of the

Department of the Premier, Economic and Trade

Development. During a distinguished career with the

Queensland Public Service, Mr Finger also held the

positions of Co-ordinator-General under the State

Development and Public Works Organisation Act and

Commissioner of Main Roads.

L Casagrande, Dolt Ing (Padua)

Director

Director since April 1995Age: 55

Mr Casagrande is the Managing Director and majorshareholder of Mostia Constructions Pty Ltd. He is thePresident of the Italian Chamber of Commerce andIndustry in Australia (Qld) Inc as well as the Presidentof COMITES (appointed by Italian Government),Committee of Italians Abroad.

B J Flannery, B E (Mining)

Director

Director since April 1995

Age: 46

Mr Flannery is the Managing Director of White Mining

Limited, Brisbane. He has many years experience in the

development, engineering construction and overall

management of open cut and underground mining complexes

both in Australia and overseas.

S A D Israel, B Bus, FAICD, ASADirectorDirector since April 1995Age: 47

Ms Israel is responsible for business and technology

development at STG-FCB Pty Ltd.. She has extensive

experience in financial management in senior

management positions both in Australia and overseas.

Ms Israel is also Deputy Chairperson of the Building

and Construction Industry (Portable Long Service

Leave) Board and a director of Queensland Electricity

Transmission Corporation.

A F Ward, B Com, CPA

Director


Mrs Ward is a management consultant and director ofAveril Ward and Associates. Mrs Ward has occupieda number of senior management and accountingpositions in a large Australian public company.

K W Witney, B Com, FAIBF, CPA, FAICD

Director


Mr Witney is the General Manager of ANZ Banking

Group and Esanda Finance Corporation in Queensland.

He has occupied a number of senior management

positions with ANZ Group and has an extensive

background in finance and economics. Mr Witney is

also a Director of The Office of Economic

Development for the City of Brisbane.

J T Woods, ISO, M Sc, F Aus IMM, FAZE

Director


Mr Woods is a former Director-General of theQueensland Department of Mines. Following hisretirement in 1985 Mr Woods accepted a number ofpublic company directorships.

No Director undertakes any special responsibilities

with respect to the company other than the collective

corporate responsibilities attributed to the Board of

Directors as a whole.

In accordance with the Articles of Association of the

company, EFF Finger and SAD Israel retire by rotation

and being eligible offer themselves for re-election.

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OUEENSLANDMOTORWAYS

Directors' Report

Directors ' Meetings

The number of directors' meetings and committee

meetings held and the number of meetings attended by

each of the directors of the company during the

financial year are:

Director No. of Meetings

Attended

No. of Meetings

Held*

E F F Finger 12 12

L Casagrande 11 12

B J Flannery 9 12

SAD Israel 9 12

A F Ward 11 12

K W Witney 11 12

J T Woods 11 12

* Reflects the number of meetings held during the time the

director held office during the year which the director was

entitled to attend.

An audit committee was formed during the year

however its first meeting was not held until after the

end of the financial year.

Principal Activities

The principal activities of the Queensland Motorways

Limited group during the financial year were the

operation, including funding, levying tolls and

maintenance, of the Gateway Bridge (and associated

road works), the Logan Motorway and the Southern

Brisbane Bypass. The group also owned the Sunshine

Motorway franchise until that franchise expired on 20

June 1997.

Results of Operations

The consolidated operating profit including abnormaland extraordinary items for the financial year was$6,817,575 (1996: ($9,636,651).)

Review of Operations

Gateway Bridge

The Queensland Government directed that tolls on theGateway Bridge be reduced from 11 September 1996.At the same time the toll schedules were simplified to

just three toll classes: motorbikes, cars and trucks.

Overall traffic this year has increased by 9.5% over

last year's levels with truck traffic increasing by

23.7%. Some part of this increase can be attributed to

the toll reduction however traffic growth was not

sufficient to offset the reduction and toll revenue fell to

below last year's total.

Following completion of successful trials an electronic

tolling system was introduced into four lanes of the

Gateway toll plaza in August 1997. This system will

be marketed under the name "Easy Toll" and when

fully functional allows vehicles fitted with a

transponder to roll through the lane without coming to

a complete stop.

With the steady increase in traffic plans are now

underway to expand the Gateway plaza to 18 toll lanes.

All construction work for the project should be

completed within the next year.

Logan Motorway

Duplication of the western section of the motorwaywas completed and opened to traffic in December1996. Construction of the Gateway Motorwayextension to the Logan Motorway at Drewvale wascompleted in May 1997 and opened by Hon VaughanJohnson, Minister for Transport and Main Roads, on13 May 1997. Upon opening of the new works theKuraby toll plaza became operational and theWembley Road toll plaza was closed and demolished.To coincide with these changes the toll structure wasamended and simplified to just three toll classes ofmotorbike, car and truck.

Aggregate number of toll collections increased by

7.4% over the previous year. Initial traffic through the

new Kuraby plaza has been below predictions.

However numbers have been steadily increasing and

this trend may result in annual levels close to

prediction.

Preduplication work and design for duplication of the

eastern section of the motorway is continuing. This

work will now also incorporate work with the

Department of Main Roads to include a new

interchange with the upgraded Pacific Highway.

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Directors ' Report

Sunshine Motorway

The company continued to maintain the Sunshine

Motorway and to receive indemnity for lost toll

revenue following the Queensland Government's

direction for the tolls to be removed from 8 March

1996.

By agreement between the State and the company the

term of the original thirty year franchise was shortened

to end on 20 June 1997. In accordance with the

franchise all land, property, plant and equipment

became the absolute property of the State of

Queensland upon expiry of the franchise. As a direct

consequence of the shortened period, control and

ownership of the Sunshine Motorway effectively

transferred to the State on 20 June 1997 at which time

the State assumed all responsibilities and liabilities for

any matters arising by, through or in connection with

the Motorway. Notwithstanding the expiry of the

franchise period the State will continue to indemnify

the company in accordance with the terms of the

Sunshine Motorway Agreement.

In return for shortening the franchise period the

company received payment from the State. The

consideration was sufficient to enable the company to

clear all debt outstanding with Queensland Treasury

Corporation. An initial payment of $83,600,000 was

made on signing of the agreement on 20 June 1997

with the balance of $136,415,286 received on 4 August

1997. The final balance owed to Queensland Treasury

Corporation was settled the same day.

These transactions brought to a close the company's

involvement with the Sunshine Motorway. Although

all transactions were not concluded until 4 August

1997 the directors believe they all related to the

shortening of the franchise period to 20 June 1997 and

so have incorporated them into accounts for 30 June

1997.

Dividends

Payment of a dividend is not recommended by the

Directors and no dividend has been declared or paid

since the end of the previous financial year.

State of Affairs

The economic entity conducted its affairs in

accordance with the Agreements, as set out elsewhere

in this report, between the State of Queensland and the

companies within the economic entity. It is proposed

to renegotiate the Agreements in 1996/97.

In the opinion of the Directors, there were no

significant changes in the state of affairs of the

economic entity that occurred during the financial year

under review.

Directors ' Interests and Benefits

Since the end of the previous financial year, no

Director of the company has received or become

entitled to receive any benefit (other than a benefit

included in the aggregate amount of remuneration

received or due and receivable by Directors shown in

the financial statements or the fixed salary of a full-

time employee of the company or of a related body

corporate) because of a contract made by the company,

its controlled entities or a related body corporate with a

Director or with a firm of which a Director is a

member, or with an entity in which the Director has a

substantial financial interest, except any benefit which

may be deemed to accrue to Mr E F F Finger, a

Director of Thiess Contractors Pty Limited, which

company has entered into a D&C contract with a

controlled entity, Logan Motorway Company Limited,

for the construction and 10 year maintenance of the

Gateway Motorway Extension (part of the Southern

Brisbane Bypass Project) in the ordinary course of

business.

Contingent Liabilities

The Queensland Department of Main Roads has yet to

finalise all of the costs covering property required for

the construction of the Logan Motorway and the

Southern Brisbane Bypass. The amount and timing of

any of these costs which are to be borne by the Logan

Motorway Company Limited cannot be reliably

estimated with any certainty at this time.

Events Subsequent to Balance Date

The balance of amounts receivable from Queensland

Department of Main Roads on shortening of the

Sunshine Motorway Company Limited franchise

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QUEENSLANDMOTORWAYS

Directors' Report

period were received and all outstanding obligationsfor Sunshine Motorway Company Limited were settled

with Queensland Treasury Corporation on 4 August

1997.

There are no other matters or circumstances that have

arisen since the end of the financial year and the date

of this report that have significantly affected or may

significantly affect in subsequent financial years:

® the operations of the economic entity;® the result of these operations; or® the state of affairs of the economic entity.

Likely Developments

The group will continue to develop, operate and

manage the Gateway Bridge, the Logan Motorway and

the Southern Brisbane Bypass.

Except for the information as otherwise set out in this

annual report, it is the opinion of the Directors that the

disclosure of further information as to future

developments in the operations of the Queensland

Motorways Limited group and the expected results of

those operations in subsequent years would unduly

prejudice the interests of the group and therefore such

information has not been included in this annual report.

Indemnification and Insurance of Directors andOfficers

During the financial year the company, or a relatedbody corporate, paid a premium in respect of a contractinsuring current directors and officers of the company,or a related body corporate, against certain liabilities.

The Directors have not included details of the nature of

the liabilities which may occur or the amount of the

premium paid in respect of the directors' and officers'

liability insurance contracts, as such disclosure is

prohibited under the terms of the contract.

The premiums paid cover directors and officers of theQueensland Motorways Limited group. The names ofDirectors in office during the financial year are set outin note 20 to the accounts.

The insurance policies outlined above do not containdetails of the premiums paid in respect of individualofficers of the company.

General

In forming the opinion that there are reasonable

grounds to believe that the company and the economic

entity will be able to pay its debts as and when they

fall due, the Directors have relied upon the company's

Agreement with the State of Queensland dated 27 June

1995, the Gateway Bridge Agreement dated 5 June

1980 and the Logan and Sunshine Motorway

Agreements dated 1 June 1987 and 15 November 1988

respectively as these agreements guarantee that the

State of Queensland shall make available to the owner

any deficiency in funds.

The Transport Infrastructure Amendment Act (No 2)

1994 (the Act) came into force on 18 November 1994.

This Act repeals the Acts under which the Gateway

Bridge Agreement and the Logan and Sunshine

Motorway Agreements were constituted, however it

incorporates transitional provisions to cover those

agreements. Both the Queensland Department of Main

Roads and the companies in the economic entity intend

to enter into new agreements under the provisions of the

Act which will include similar financial support clauses

to the ones in the current Agreements.

Signed at Brisbane this 24th day of September 1997 inaccordance with a resolution of the Directors madepursuant to Section 310(2) of the Corporations Law.

E F F Finger A 0Director

L-- -Ozo kz4l-

AFWardDirector

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QUEENSLANDMOTORWAYS

Auditor General's Report to the members of Queensland MotorwaysLimited

Scope

I have audited the financial statements, being the Statement by Directors, the Profit and Loss Accounts, Balance

Sheets, Statements of Cash Flows and notes to and forming part of the financial statements of Queensland Motorways

Limited and of the economic entity for the financial year ended 30 June 1997 as set out on pages 9 to 30. The directors

of the company are responsible for the preparation and presentation of the financial statements and the information they

contain. I have audited these financial statements in order to express an opinion on them to the members of the

company.

The audit has been conducted in accordance with QAO Auditing Standards to provide reasonable assurance as to

whether the financial statements are free of material misstatement. Audit procedures adopted included the

examination, on a test basis, of evidence supporting the amounts and other disclosures in the financial statements, and

the evaluation of accounting policies and significant accounting estimates. These procedures have been undertaken to

form an opinion as to whether, in all material respects, the financial statements are presented fairly in accordance with

Australian Accounting Standards and other mandatory professional reporting requirements (Urgent Issues Group

Consensus Views) and statutory requirements so as to present a view which is consistent with my understanding of the

company's and the economic entity's financial position and the results of their operations and cash flows.

The audit opinion expressed in this report has been formed on the above basis.

Audit Opinion

In my opinion, the financial statements of Queensland Motorways Limited have been properly drawn up:

(a) so as to give a true and fair view of-

W the company's state of affairs and of the economic entity as at 30 June 1997, and its results and cashflows for the financial year ended on that date; and

(ii) the other matters required by Divisions 4, 4A and 4B of Part 3.6 of the Corporations Law to be dealtwith in the financial statements;

(b) in accordance with:

(i) the provisions of the Corporations Law; and

(ii) the applicable Accounting Standards and other mandatory professional reporting requirements.

B M RollasonAuditor-General

Brisbane

24 October 1997

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QUEENSLANDMOTORWAYS

Statement by Directors

1 In the opinion of the Directors of Queensland Motorways Limited:

(a) the financial statements as set out on pages 10 to 30 are drawn up so as to give a true and fair view of the

results and cash flows for the financial year ended 30 June 1997 and the state of affairs at 30 June 1997, of

the company and the economic entity;

(b) the consolidated accounts have been made out in accordance with Divisions, 4A and 4B of Part 3.6 of theCorporations Law; and

(C) at the date of this statement, there are reasonable grounds to believe that the company will be able to pay

its debts as and when they fall due.

2 The financial statements have been made out in accordance with applicable Accounting Standards and Urgent

Issues Group Consensus Views.

Signed in accordance with a resolution of the Directors.

Dated at Brisbane this 24th day of September 1997.

E F F Finger A 0

Director

A F Ward

Director

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QUEENSLANDMOTORWAYS

Profit and Loss Accountsforte year ended June 1997

Company Consolidated

Notes 1997 1996 1997 1996

$ $ $ $

Operating profit/(loss) before abnormal itemsand income tax 2A

Abnormal items 2B

Operating profit/(loss) before income tax

- -

- -

-

(76,046,259) (63,046,748)

2,592,571 53,410,097

(73,453,688) (9,636,651)

- -

(73,453,688) (9,636,651)

80,271,263

6,817,575 (9,636,651)

(425,960,381) (416,323,730)

(419,142,806) (425,960,381)

Income tax attributable to operatingprofit/(loss) 20 - -

Operating profit/(loss) after income tax - -

Profit on extraordinary itemsafter income tax expense of nil 2C - -

Operating profit/(loss) andextraordinary items

Accumulated losses at the beginningof the financial year - -

Accumulated losses at the end of thefinancial year - -

The profit and loss accounts are to be read in conjunction with the notes to and forming part of the financial statementsset out on pages 13 to 30.

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QUEENSLANDMOTORWAYS

Balance Sheets at 30 June 1997

Company ConsolidatedNotes 1997

$1996

$1997

$19%

$

CURRENT ASSETSCash 7 7 1,428,855 1,039,866Receivables 4 - - 137,262,142 2,325,532Other 5 54-598 9,240

Total current assets 7 7 138,745,595 3.444.638

NON-CURRENT ASSETSProperty, plant and equipment 6 - - 301,944,251 348,254,364Investments 17 18,031 18,031 2 2Other 7 504,608 13,950.213

Total non current assets 18.031 18,031 302,448,861 362,204.579

Total assets 18,038 18,038 441,194,456 365,649,217

CURRENT LIABILITIESCreditors 8 18,031 18,031 24,466, 898 18,356,059Borrowings 8 - - 171,524,743 28,650,000Provisions 9 106.853 77.934

Total current liabilities 18,031 18.031 196,098,494 47,083,993

NON-CURRENT LIABILITIESBorrowings 8 664,207,137 744,480,418Provisions 9 31,624 45,180

Total non current liabilities 664, 23 8.761 744.5 25.5 98

Total liabilities 18,031 18.031 860.337.255 791,609,591

Net assets/(liabilities) 7 7 (419.142,799) (425,960.374)

SHAREHOLDERS ' EQUITY

Share capital 11 7 7 7 7Accumulated losses - (419,141806) (425.960,381)

Deficiency in shareholders ' Equity 7 7 (419,142,799) (425.960,374)

The balance sheets are to be read in conjunction with the notes to and forming part of the financial statements set out on

pages 13 to 30.

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OUEENSLANDMOTORWAYS

Statements of Cash lowsfor the year ended 30 June 1997

Cash flows from operating activitiesCash receipts in the course of

operations

Cash payments in the course ofoperations

Net cash provided by operatingactivities

Cash flows from extraordinary activitiesProceeds on shortening franchise period

Net cash provided by extraordinaryactivities

Cash flows from investing activitiesInterest received

Interest paid and capitalised intoproperty plant & equipment

Payments for property plantand equipment

Proceeds from sale of non-current assets

Net cash used in investing activities

Company ConsolidatedNotes 1997 1996 1997 1996

$ $ $ $

21(ii)

69,048,183 68,971,467

(42,167,305) (47,591,626)

- 26,880,878 21,379,841

83,600,000 -

83,600,000 -

1,757 23,761

(11,998,524) (4,480,931)

- (64,572,165) (64,051,469)5,625

- (76,568,932) (68,503,014)

Cash flows from financing activities

Interest free loan received - - 9,550,000 21,800,000Interest paid - - (77,344,440) (71,359,272)Proceeds from borrowing - - 181,821,483 167,070,206Repayment of borrowings - - (147.550.000) (69.950.000)

Net cash provided by/(used in)financing activities - - (33.522.957) 47.560.934

Net increase in cash held - - 388,989 437,761

Cash at the beginning of the financial year 1 .039.866 602.105

Cash at the end of the financial year 21(i) 7 7 1.428,855 1.039.866

The statements of cash flows are to be read in conjunction with the notes to and forming part of the financial statementsset out on pages 13 to 30.

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QUEENSLANDMOTORWAYS

Notes to and forming part of the financial sto ents forte yearended 30 June 1997

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

The significant policies which have been adopted in the preparation of these financial statements are:

(a) Basis of preparation

The financial statements are a general purpose financial report which has been prepared in

accordance with Accounting Standards, Urgent Issues Group Consensus Views and the Corporations

Law. They have been prepared on the basis of historical costs, and except where stated, do not take

into account changing money values or current valuations of non-current assets.

The accounting policies have been consistently applied by each entity in the economic entity and except

where there is a change in accounting policy, are consistent with those of the previous year.

(b) Going concern

Whilst the economic entity has a deficiency in shareholders' equity, the financial statements have been

prepared on the basis of a going concern as the State of Queensland will meet any deficiency (Note 15).

(c) Consolidation

The consolidated accounts of the economic entity for the year ended 30 June 1997 include the

financial statements of the company, being the chief entity and its controlled entities.

When an entity began to be controlled during the year, the results are included from the date controlcommenced.

The balances, and effects of transactions, between controlled entities included in the consolidatedaccounts have been eliminated.

(d) Revenue recognition

Toll revenue

Toll revenue comprises revenue earned from vehicles using the motorways. Toll revenue is

recognised when the service is provided or when the fee in respect of services provided is receivable.

Toll indemnity

The State indemnity in respect of all loss of toll revenue by a controlled entity is recognised on a

monthly basis.

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QUEENSLANDMOTO RWAYS

Notes to and forming part of the financial statements for the yearended 30 June 1997

(e) Income tax

The economic entity adopts the liability method of tax effect accounting.

Income tax expense is calculated on operating profit adjusted for permanent differences between

taxable and accounting income. The tax effect of timing differences, which arise from items being

brought to account in different periods for income tax and accounting purposes, is carried forward in

the balance sheet as a future income tax benefit or a provision for deferred income tax.

Future income tax benefits are not brought to account unless realisation of the asset is assured

beyond reasonable doubt. Future income tax benefits relating to tax losses are only brought to

account when their realisation is virtually certain.

The company, beneficially owned by the State of Queensland, is subject to the Queensland Taxation

Equivalents Regime (TER) from 1 July 1995. The liability to taxation under the TER is calculated

substantially on the basis of the Income Tax Assessment Act 1997 (as amended) (ITAA).

Accordingly, the company is exempt from Federal taxation pursuant to Section 24AM of the ITAA.

Losses of previous years incurred under the Federal tax regime are able to be recouped under the

Queensland TER.

(f) Property, plant and equipment

All property, plant and equipment is included in the financial statements at cost less accumulateddepreciation.

Depreciation is provided on plant and equipment, so as to write-off the assets progressively over their

estimated useful lives. Both diminishing value and straight line methods have been adopted. Assets

are first depreciated in the year of acquisition.

Leasehold land, roads, bridges, buildings and facilities provided to the State are amortised on a

straight line basis over the periods of the franchises, being thirty (30) years from the respective dates

of commencements of operations.

(g) Non-current assets

The carrying amounts of all non-current assets are reviewed at least annually to determine whether

they are in excess of their recoverable amount at balance date. If the carrying amount of a non-

current asset exceeds the recoverable amount, the asset is written down to the lower amount. In

assessing recoverable amounts of non current assets the relevant cash flows have not been discounted

to their present value.

(h) Capitalisation of development costs

The accounting policy with respect to capitalisation of costs relating to Motorway construction to thedate of practical completion is stated as follows:-

Design and construction expenditureThese items of expenditure have been capitalised in full as part of the cost of road, buildings, bridgesand associated facilities;

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QUEENSLANDMOTORWAYS

Notes to and forming part of the financial statements forte yearended 30 June 1997

(h) Capitalisation of development costs (Cont)

Interest and borrowing expenses

Interest and borrowing expenses incurred in respect of the acquisition of land and the design andconstruction of Motorways have also been capitalised. Interest received on surplus funds deposited onthe short term money market is offset against interest capitalised; and

Financial advisoryfees, legal expenses and insurance

These expenses have been capitalised in full to the extent that they relate directly to the construction of

Motorways.

(i) Facilities provided to the State

These costs relate to expenditure incurred in relation to facilities as required by the State and associated

resumption costs and improvements on land in which the economic entity has no beneficial interest.

These costs have been amortised based on the original franchise period.

(j) Provision for doubtful debts

The collectability of debts is assessed at year end and provision made for specific doubtful accountsplus an amount as a general provision.

(k) Employee entitlements

Wages, salaries, annual leave and sick leave

The provision for employee entitlements to wages, salaries, annual leave and sick leave represents

the amount which the economic entity has a present obligation to pay resulting from employees'

services provided up to the balance date. The provision has been calculated at nominal amounts

based on current wage and salary rates and includes related on-costs.

Long service leave

The liability for employee entitlements to long service leave represents the present value of the

estimated future cash outflows to be made by the employer resulting from employees' services

provided up to the balance date.

Liabilities for employee entitlements which are not expected to be settled, within twelve months are

discounted using the rates attaching to national government securities at balance date, which most

closely match the terms of maturity of the related liabilities.

In determining the liability for employee entitlements, consideration has been given to future increases

in wage and salary rates, and the economic entity's experience with staff departures. Related on-costs

have also been included in the liability.

Superannuation fund

The economic entity contributes to an employee superannuation fund to match contributions made byemployees. Contributions are charged against income as they are made. Further information is set outin Note 10.

15


QUEENSLANDMOTORWAYS


(1) Roadworks off lease

The costs relate to expenditure on roadworks outside of the leased area and aimed at improving

traffic flow into the toll plaza.

These costs are being amortised over the remainder of the franchise period.

16


OUEENSLANDMOTORWAYS



$ $ $ $

2. OPERATING LOSS

A Operating revenue and expenses

Operating loss has been arrived at after including:Operating revenueToll revenue - - 57,419,381 64,864,296

Interest received or due & receivable from- Other persons - - 1,757 23,761Other revenue - - 33,125 8,158

Gross proceeds from sale of non-current assets - - - 5,625

Operating expensesBad debts written off to profit andloss account

Depreciation of building, plant andequipmentAmortisation of leasehold land, roadsbridges and facilitiesLoss on disposal non current assets

Interest expense-Queensland TreasuryCorporationless capitalised

- 2,407 2,750

- 651,660 688,717

- 13,059,925 12,045,687- 155,541 -

- 90,404,642 75,686,904- (11,998,524) 4,480,931

78,406,118 71,205,973

Amounts set aside to provision for:Doubtful trade debts - - - (1,000)Employee entitlements- Annual leave - - 6,287 (12,497)- Long service leave - - 9,076 (13,040)

Queensland Department of Main Roads- Franchise fee - - 4,200,000 4,200,000- Service fee - - 36,128,000 30,015,000

17


QUEENSLANDMOTORWAYS


1997 1996

$ $

B Abnormal revenue and expenses:

Items credited as revenueToll indemnity receipts SunshineMotorway - -

Toll closure expenses reimbursedSunshine Motorway - -

Loan to Sunshine Motorway forgiven byQueensland Department of Main Roads - -

Less items charged as expenseCost re cessation of tollsSunshine Motorway:- Toll closure expenses - -- Loss on disposal of non- current assets - -

Additional service fee expenses GatewayBridge following amendment toassessment period - -

There is no income tax expense on the abnormal itemsPrima facie income tax (expense)stated at 36% of abnormal items - -Future income tax benefit of lossesnot previously recognised - -

C Extraordinary Items:

Items credited as revenue:Payments on shorteningof franchise period

Items charged as expense:Write off of non-current assetsrelated to the franchiseFinancing charges on earlyrepayment of debt

There is no income tax expense on the extraordinary items

Company Consolidated1997 1996

$ $

10,100,647 2,985,149

117,171 897,300

- 52,250,000

111,247 900,202- 1,822,150

7,514,000 -

2,592,571 53,410,097

(933,315)

933,315

220,015,286

117,413,500 -

22,330,523 -

80,271,263 -

18


QUEENSLANDMOTORWAYS

Notes to and forming of the financial statements for to yearended June 1997


C Extraordinary Items (contd):

Prima facie income tax (expense)stated at 36% of extraordinary items

(Increase)/decrease in income taxexpense due to:

additional taxation loss onwrite off of non-current assets - -

future income tax benefit oflosses not previously recognised

(28,897,655)

,852,971

20.044.684

-

3. AUDITOR'S REMUNERATION

Amounts received or due andreceivable by the auditors from thecompany or the economic entity foraudit services 1,370 1.460

4. RECEIVABLES

CurrentTrade debtors 839,561 1,042,236Less: Provision fordoubtful trade debtors (13.0001 113.000)

- 826,561 1,029,236Amounts receivable from the Stateof Queensland in consideration forshortening the Sunshine Motorwayfranchise period - - 36,415,286 -Other debtors - - 20.295 1.296.296

137.262.142 2,325,532

5 OTHER CURRENT ASSETS

Prepayments - - 54,598 79.240

19


QUEEN LANDMOTORWAYS



$ $ $ $

6 Property, plant & equipment

Freehold Land - at cost - - 150,020 150,020Less: accumulated amortisation - - 43,363 38,311

106,657 111,709

Leasehold Land - at cost - - 17,883,321 26,765,075Less: accumulated amortisation - - 5,413,120 6,176,764

12,470,201 20 ,588,311

Buildings - at cost - - 3,821,285 7,360,365Less: accumulated depreciation - - 809,481 1,446,584

3,011,804 5,913,781

Roads & Bridges - at cost - - 340,248,545 316,337,112Less: accumulated amortisation - - 69,496,187 82,073,223

270,752,358 234,263,889

Plant & Equipment - at cost - - 9,815,606 7,187,020Less: accumulated depreciation - - 6,831,148 6,367,083

2,984,458 819,937

Capital work in progress - - 12,618,773 86,556,737

Total property, plant andequipment net book value - - 301,944,251 348,254,364

Under the terms of an agreement between the State of Queensland and the company, and agreements between

the State of Queensland and the controlled entities, at the expiration of the 30 year franchise periods the land

and buildings will, at the same time as the roads and bridges, become the absolute property of the State of

Queensland. Transfer to the State will be without compensation to the company or the economic entity.

20


UEENSLANDMOTORWAYS



7 OTHER NON CURRENT ASSETS

Facilities provided to the State-at costLess accumulated amortisationRoadworks off lease - at costLess accumulated amortisation

- 15,217,061

533,97729 ,369

1,266,848

504,608 13.950.213

8 CREDITORS AND BORROWINGS

CurrentCreditorsCreditors and accruals 18.031 18,031 20,916,354 18.356.059

BorrowingsQueensland Department ofMain RoadsLoans - unsecuredQueensland Treasury Corporation

Non Current borrowingsUnsecured Loans - QueenslandTreasury Corporation

BORROWING FACILITIES

38,200,000 28,650,000

133,324.743 -

171.524.743 28.650.000

19

664.207.137 744.480.418

All borrowings since 1 April 1990 have been made through a pool funding arrangement with the QueenslandTreasury Corporation. Amounts drawn under these facilities are regarded as non-current liabilities, and areguaranteed by the Queensland Government.

Advances under facility-book value-market value adjustmentSunshine Motorway

Unrealised market value adjustment

- 778,751,900 744,480,418

- 18.779.980 -

- 797,531,880 744,480,418- 43.611,729 31.868,875

841.143,609 776,349,293

21


QUEENSLANDMOTORWAYS


8 CREDITORS AND BORROWINGS (contd)

The unrealised market value adjustments for the economic entity of $43,611,729 (1996 $31,868,875) have notbeen brought to account as they are only payable, in this amount, in the event that the loans from theQueensland Treasury Corporation were repaid at 30 June 1997. When the loans are finalised an amount maybe payable to or receivable from the Queensland Treasury Corporation. However at the date of these financialstatements it is impracticable to quantify what amount, if any, will be payable or receivable at that time.

Following the execution of the Fifth Variation Agreement to the Agreement between the State of Queenslandand the Sunshine Motorway Company Limited it is intended that all of Sunshine Motorway CompanyLimited's obligations will be settled within twelve months. As a result the balance as at 30 June 1997 relatingto Sunshine Motorway Company Limited has been treated as a current liability and valued at the payout valuewhich comprises book value of $114,544,763 plus market value adjustment of $18,779,980.

Subsequent to year end the Sunshine Motorway Company Limited loans have been repaid in full includingfurther financing charges of $3,550,543. This amount had been accrued at year end on the basis that theamount payable in consideration of the shortening of the franchise period, which also had been accrued,included a component to reflect these future financing charges.

22





Notes 1997 1996 1997 1996

$ $ $ $

9 PROVISIONS

CurrentEmployee entitlements including on costs-Annual leave - - 84,221 77,934-Long service leave - - 22.632 -

- 106.853 77,934

Non-currentEmployee entitlements including on costs-Long service leave - - 31,624 45,180

10 EMPLOYEE ENTITLEMENTS

Aggregate employee entitlements including on-costs-Current 9 - - 106,853 77,934-Non-current 9 - - 31,624 45.180

138.477 123.114

The present values of employee entitlements not expected to be settled within twelve months of balance datehave been calculated using the following weighted averages (Note 1(k)):

Assumed rate of increase in wageand salary rates - - 4.0% 4.0%

Discount rate - - 8.0% 9.0%

Settlement term (years) - - 15 15

Superannuation fund

The economic entity contributes to an employee superannuation plan, matching 2.8 to 1 contributions to theplan made by employees. Employees' contributions are based on a percentage of their gross salaries.Permanent employees in this plan are entitled to benefits on retirement, disablement or death.

The plan provides defined benefits based on years of service and final average salary. The economic entityhas an obligation to meet any shortfall in funding.

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QUEENSLANDMOTORWAYS


10 EMPLOYEE ENTITLEMENTS (CONT)

Superannuation fund (Cont)

An actuarial assessment of the fund as at 1 July 1994 was carried out by Mr N Spencer, B.Sc., F.I.A.A. on 26April 1995. The actuary concluded that the assets of the fund are sufficient to meet all benefits payable in theevent of the fund's termination, or the voluntary or compulsory termination of employment of each employeeof the economic entity.

The accrued benefits, fund assets at net market value and vested benefits of the fund based on the latestaudited financial statements of the fund (30 June 1996) are as follows:


Notes 1997 1996 1997 1996

$ $ $ $

Fund assets at net market value- at 30 June 1996 - - 864,729 -- at 30 June 1995 - - - 963,490Accrued benefits at 1 July 1994 - - 677,400 677,400

Excess of fund assets over accruedbenefits - - 187,329 286,090

Vested benefits at 1 July 1996 - - 660,644 -Vested benefits at 1 July 1995 - - - 784,632

Employer contributions to the fund- year to 30 June 1996 - - 104,170 -

- year to 30 June 1995 - - - 145,080

Accrued benefits have been determined based on the amount calculated by the actuary at the date of the most

recent actuarial review, being 1 July 1994.

Accrued benefits are benefits which the fund is presently obliged to pay at some future date, as a result of

membership of the fund.

Vested benefits are benefits which are not conditional upon the continued membership of the fund or any factor,

other than resignation from the fund.

11 SHARE CAPITAL

Authorised capital1,000,000 ordinary shares of $1 each 1,000.000 1.000.000 1.000.000 1.000.000

Issued and paid up capital7 ordinary shares of $1 each fully paid 7 7 7 7

24


QUEENSLANDMOTORWAYS



Notes 1997 1996 1997 1996

$ $ $ $

12 COMMITMENTS

Capital commitments

Capital commitments including land acquisitionand construction contracts contracted forbut not provided for in the financialstatements due not later than one yearQueensland Department of Main Roads - - 6,007,860 5,700,000Other - - 4,110,140 42,149,576

10,118,000 47,849,576

The anticipated total cost of the Southern Brisbane Bypass Project subject to land acquisition costs is$179,411,175, of which $157,074,382 has been expended to date.

Business commitments

Future roadway maintenancepayments under contract - - 7,150,424 7,150,424

Only the base value for contract maintenance has been reported. Annual payments over the term of the

contracts are subject to rise and fall provisions. At the date of these financial statements it is impracticable to

quantify what amount will be payable.

Operating lease rental commitments

Future operating lease rentals ofplant, equipment and motor vehicles due:Not later than one year - - ,985 ,956Later than one year but

not later than two years - - - 1,985

Later than two years butnot later than five years - - - -

1,985 7,941

13 CONTINGENT LIABILITIES

The Queensland Department of Main Roads has yet to finalise all the costs covering property required by theeconomic entity. At the date of these financial statements it is not possible to quantify the amount and timingof any costs which are to be borne by the economic entity.

25


QUEENSLANDMOTORWAYS


14 SEGMENT REPORTING

The group operates the Gateway Bridge, the Logan Motorway and the Southern Brisbane Bypass and operatesonly in Australia. The group also owned the Sunshine Motorway franchise until that franchise expired on 20

June 1997.

16 ECONOMIC DEPENDENCY

In forming their opinion that there are reasonable grounds to believe that the economic entity will be able topay its debts as and when they fall due and the economic entity is able to continue as a going concern, theDirectors have had regard to the company's Agreement under Part 6 of the Transport Infrastructure Act 1994dated 27 June 1995 and have relied upon clauses in the Gateway Bridge Agreement, Logan MotorwayAgreement and Sunshine Motorway Agreement and variations which are between the State of Queensland andthe respective companies. These agreements guarantee that the State shall make available to the owner any

deficiency in funds.

The Transport Infrastructure Amendment Act (No 2) 1994 (the Act) came into force on 18 November 1994.This Act repeals the Acts under which the Gateway Bridge and Logan and Sunshine Motorway Agreementswere constituted, however it incorporates transitional provisions that cover these Agreements. Both theQueensland Department of Main Roads and the companies in the economic entity intend to enter into newagreements under the provisions of the Act which will include similar financial support clauses to the ones in

the current Agreements.

16 DIRECTORS' REMUNERATION

The number of directors of the company whose income from the company or related bodies corporate falls

within the following bands is: -


No. No. No. No.

$0-$9,999 1 1 1 1$10,000 - $19,999 5 5 5 5$20,000 - $29,999 1 1 1 1

16 DIRECTORS' REMUNERATION (CONT)

Total income paid or payable,

or otherwise made available, to

all directors of the company

from the company or anyrelated party

Total income paid or payable or

otherwise made available to all

directors of each entity in the

economic entity from the company

or any related party

70.000 70,000

70.000 70.000

26


QUEENSLANDMOTORWAYS


Directors' income does not include insurance premiums paid by the company or related parties in respect ofDirectors and Officers Liabilities and legal expenses insurance contracts, as the insurance policies do notspecify premiums paid in respect of individual directors. Details of the insurance premiums paid are set out inthe Directors' Report.

Company Consolidated1997 1996

No. No.

1997

No.1996

No.

17 INVESTMENTS

Non currentShares in controlled entities-at cost 18,031 18,031Shares in corporations-at cost 2 2

U031 18.031 2 __ 2

18 PARTICULARS IN RELATION TO THE CONTROLLED ENTITIES

Details of controlled entities:

Interest held

1997 1996

Gateway BridgeCompany Limited 100 100Sunshine MotorwayCompany Limited 100 100Logan MotorwayCompany Limited 100 100Queensland MotorwaysManagement Pty Ltd 100 100

Each company is incorporated in Australia.

19 RELATED PARTY DISCLOSURES

The names of each person holding the position of Director of the Queensland Motorways Limited during thefinancial year are, E F F Finger, L Casagrande, B J Flannery, S A D Israel, A F Ward, K W Witney, J TWoods.

Details of directors remuneration are set out in note 16.

Other related party transactions

The beneficial owner of Queensland Motorways Limited is the State of Queensland . Commencing the yearending 30 June 1997 the company's financial statements will be consolidated into the Queensland Departmentof Main Roads.

All borrowings from Queensland Treasury Corporation are guaranteed by the Queensland Government.

During the financial year the following contractual fees were paid or became payable to or were received orbecame receivable from the Queensland Department of Main Roads.

27


QUEENSLANDMOTORWAYS



20 RELATED PARTY DISCLOSURES (CONT)

Expenditure:Repairs & Maintenance - - 1,506,404 1,539,661Franchise fees - - 4,200,000 4,200,000Service fees - - 36,128 ,000 30,015,000Construction of fixed assets - - 6,223,905 90,709Advertising - - 29,830 -

Revenue:Toll indemnity - - 10,100,647 2,985,149Toll closure expense reimbursement - - 117,171 897,300Payment on shortening of SunshineMotorway franchise period - - 220,015,286 -

As at 30 June 1997 balance sheet items included the following amounts in relation to the QueenslandDepartment of Main Roads.Current receivables:

Payment on shortening of SunshineMotorway franchise period - - 136,415,286 -Toll indemnity - - - 789,310Toll closure expense reimbursement - - - 487,484

Current creditorsRepairs & maintenance - - 110,792 715,216Construction of fixed assets - - 27,017 -Franchise fees accrued - - 700,000 700,000Service fee accrued - - 15,028,000 7,800,000

BorrowingsLoans - unsecured - - 38,200,000 28,650,000

During the financial year the Queensland Department of Main Roads made further interest free loans totalling$9,550,000 to controlled entities. The total liability has been disclosed as a current liability in note 8 as thereis no fixed term of repayment.

For further related party notes on Queensland Department of Main Roads refer to Note 12.

Wholly-owned group

Balances with entities within the group.

The aggregate amounts received from, and payable to, wholly owned controlled entities by the company atbalance date.

Creditors

CurrentThe Gateway Bridge CompanyLimited 8 ,025 8,025Logan Motorway CompanyLimited 5 5

28


OUEENSLANDMOTORWAYS


Company Consolidated1997 1996 1997 1996$ $ $ $

21 Taxation

Income tax expensePrima facie income tax (expense)/credit calculated at 36% (1996 36%)on operating (profit)/loss - - 26,443,328 3,469,193

Increase/(decrease) in income tax(expense)/credit due to permanent differencesAmortisation - - (3,060,047) (4,695,551)Interest paid and capitalised - - 4,319,469 1,613,135Sundry items - - 515,267 321,439

Debt forgiven - - - 18,810,000

Additional taxation loss onwrite off of non current assets - - (1,691,301) -

Future income tax benefit notbrought to account - - (26,526,716) (19,518.216)

Income tax credit onoperating (profit)/loss

Future income tax benefit not broughtto account

The potential future income tax benefit arising from tax losses and timingdifferences has not been recognised as an asset because recovery is notvirtually certain.Timing differences - - 112,936 184,583Tax losses carried forward - - 121,996,138 115.439,513

122,109.074 115,624.096

The potential future income tax benefit will only be obtained if:

(a) the relevant company derives future assessable income of a nature and an amount sufficient to enable the

benefit to be realised , or the benefit can be utilised by another company in the economic entity in

accordance with division 170 of the Income Tax Assessment Act 1997;

(b) the relevant company and/or the economic entity continues to comply with the conditions for

deductibility imposed by the law; and

(c) no changes in the tax legislation adversely affect the company and/or the economic entity in realising the

benefit.

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QUEENSLANDMOTORWAYS

Notes to and forming part of the financial statements for to yearended 30 June 1997

Company

1997 1996

$ $

22 NOTES TO THE STATEMENTS OF CASH FLOWS

Consolidated1997 1996

$ $

(i) Reconciliation of cash

For the purposes of the Statements of Cash Flows, cash includes cash on hand and at bank and short term

deposits at call net of outstanding bank overdrafts. Cash as at the end of the financial year as shown in the

Statements of Cash Flows is reconciled to the related items in the balance sheets as follows:

Cash 2 1,428.855 1.039.8662

(ii) Reconciliation of operating profitt(loss) after income tax to net cash provided by operating activities

Operating profit/(loss) after incometax (73,453,688) (9,636,651)Add/(less) items classified asinvesting/financing activities:(Profit)/loss on sale of non-currentassets 55,541 ,822,150Interest/finance expense 77,344,440 71,359,272Interest received (1,757) (23,761)Add/(less) non-cash items:Amortisation 13,059,925 12,045,687Depreciation 651,660 688,717Amounts set aside to provisions 15,363 (25,537)

ivenLoan for (52.250.000)g

Net cash provided by operatingactivities before change inassets and liabilities 17,771,484 23,979,877

Change in assets and liabilities:(Increase) Decrease in prepayments 24,642 38,210(Increase) Decrease in debtors 1,463,039 (1,612,146)(Decrease) Increase in othercreditors and accruals 7,621,713 1,026,100

Net cash provided byoperating activities- 26,880,878 21,379,841

(ffl) Borrowing facilitiesRefer Note 8

30

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