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APA GROUP Interim / Quarterly Report 2015

Feb 24, 2015

64398_rns_2015-02-24_baddd5eb-4580-4971-b083-f23a1e994b50.pdf

Interim / Quarterly Report

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ASX ANNOUNCEMENT

25 February 2015

APA Group (ASX: APA) (also for release to APT Pipelines Limited (ASX: AQH))

INTERIM FINANCIAL REPORTS

The following announcements are attached for release to the market:

  • Australian Pipeline Trust Appendix 4D

  • Australian Pipeline Trust Interim Financial Report

  • APT Investment Trust Interim Financial Report

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Mark Knapman Company Secretary Australian Pipeline Limited

For further information please contact:

Investor enquiries: Media enquiries: Yoko Kosugi David Symons Telephone: (02) 9693 0049 Telephone: (02) 8306 4244 Mob: 0438 010 332 Mob: 0410 559 184 Email: [email protected] Email: [email protected]

About APA Group (APA)

APA is Australia’s largest natural gas infrastructure business, owning and/or operating in excess of $12 billion of energy infrastructure assets. Its gas transmission pipelines span every state and territory on mainland Australia, delivering approximately half of the nation’s gas usage. APA has direct management and operational control over its assets and the majority of its investments. APA also holds minority interests in a number of energy infrastructure enterprises including SEA Gas Pipeline, Energy Infrastructure Investments and GDI.

APT Pipelines Limited is a wholly owned subsidiary of Australian Pipeline Trust and is the borrowing entity of APA Group.

For more information visit APA’s website, www.apa.com.au

Australian Pipeline Trust

Results For Announcement To The Market For the Half Year Ended 31 December 2014 Appendix 4D

Percentage Amount
Change
% $’000
Statutory Results
Revenue including significant items up 4.0 to 740,101
EBITDA including significant items up 113.0 to 849,563
EBIT including significant items up 134.7 to 761,086
Profit after tax and non-controlling interests including up 287.0 to 467,262
significant items
Operating cash flow including significant items up 34.6 to 280,406
Operating cash flow per security including significant items up 7.8c to 31.9c
Earnings per security including significant items up 39.3c to 53.2c
Normalised Results
Revenue excluding significant items up 4.0 to 740,101
EBITDA excluding significant items up 0.9 to 402,323
EBIT excluding significant items down 3.2 to 313,846
Profit after tax and non-controlling interests excluding down 7.9 to 111,244
significant items
Operating cash flow excluding significant items up 21.5 to 263,205
Operating cash flow per security excluding significant up 5.0c to 30.0c
items
Earnings per security excluding significant items down 1.2c to 12.7c

EBIT = Earnings before interest and tax EBITDA = EBIT before depreciation and amortisation

Australian Pipeline Trust

Results For Announcement To The Market For the Half Year Ended 31 December 2014 Appendix 4D

Dividends (Distributions)

Distributions paid and proposed in relation to the half year ended
31 December 2014 – Australian Pipeline Trust:
Distributions paid in relation to the half year ended 31 December 2014
Interim distributions proposeda
- profit distribution
- capital distribution
Total distributions proposed - APT
Distributions paid and proposed in relation to the half year ended
31 December 2014 – APT Investment Trust:
Distributions paid in relation to the half year ended 31 December 2014
Interim distributions proposeda
- profit distribution
- capital distribution
Total distributions proposed – APTIT
Total APA Group distributions in relation to the half year ended 31
December 2014
a The interim distributions have not been recorded in the financial report as required by
AASB 137 “Provisions, Contingent Liabilities and Contingent Assets”.
Record date for determining entitlements to the unrecognised interim
distribution in respect of the year ended 30 June 2015

interim distribution
Amount per
security
Franked
Amount per
security
-
-
Amount per
security
Franked
Amount per
security
-
-
15.12¢
-
-
-
15.12¢
-
-
-
2.38¢
-
-
-
2.38¢
-
17.50¢
-
24 December 2014

Distribution information is presented on an accounting classification basis. The APA Group Annual Tax Statement and Annual Tax Return Guide (released in September) provide the classification of distribution components for the purposes of preparation of securityholder income tax returns.

Brief Explanation of Revenue, Net Profit/(Loss) and Dividends (Distributions)

Refer Directors’ Report.

The Directors have proposed an interim distribution of 15.12 cents per unit, unfranked, to be paid on 18 March 2015.

Australian Pipeline Trust

Results For Announcement To The Market For the Half Year Ended 31 December 2014 Appendix 4D

The Directors also note that APT Investment Trust has proposed an interim distribution of 2.38 cents per unit (refer above), also to be paid on 18 March 2015.

Total distribution for the APA Group stapled security for the December 2014 half year is 17.50 cents per stapled security.

Reporting Period

Current Reporting Period: Half year ended 31 December 2014 Previous Corresponding Period: Half year ended 31 December 2013

Distribution Reinvestment Plan

The dividend or distribution plans shown below are in operation.

The Directors have reviewed APA Group’s financial position and funding requirements and have decided to suspend the Distribution Reinvestment Plan to take effect on 19 June 2013 until further notice.

The last date(s) for receipt of election notices for the dividend or 31 December 2014 distribution reinvestment plans

Details of Businesses Over Which Control Has Been Gained or Lost

Nil

Net Tangible Assets Per Security

Net Tangible Assets Per Security
Net tangible assets per security 2014
$
2013
$
2.47
1.37

Australian Pipeline Trust

Results For Announcement To The Market For the Half Year Ended 31 December 2014 Appendix 4D

Compliance Statement

Information on Audit or Review

(a) The half year report is based on accounts to which one of the following applies.

The accounts have been audited. The accounts have been subject to review. The accounts are in the process of The accounts have not yet being audited or subject to review. been audited or reviewed.

(b) Description of likely dispute or qualification if the accounts have not yet been audited or subject to review or are in the process of being audited or subjected to review. - N/A -

(c) Description of dispute or qualification if the accounts have been audited or subjected to review. - N/A -

(d) The entity has a formally constituted audit committee.

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Sign here:
25 February 2015
Chairman Date
Print name: Leonard Bleasel AM
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Australian Pipeline Trust ARSN 091 678 778

Interim Financial Report For the Half Year ended 31 December 2014

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Australian Pipeline Trust and its Controlled Entities Directors’ Report for the half year ended 31 December 2014

The directors of Australian Pipeline Limited (“Responsible Entity”) submit their interim financial report in respect of Australian Pipeline Trust (“APT”) and its controlled entities (together “APA” or “Consolidated Entity”) for the half year ended 31 December 2014 (“current period”). This report refers to the consolidated results of APT and APT Investment Trust (“APTIT”).

DIRECTORS

The names of the directors of the Responsible Entity during and since the current period are:

Leonard Bleasel AM Chairman Michael McCormack Chief Executive Officer and Managing Director Steven Crane John Fletcher Russell Higgins AO Patricia McKenzie Robert Wright

The Company Secretary of the Responsible Entity during and since the current period is Mark Knapman.

PRINCIPAL ACTIVITIES

The principal activities of APA during the period were the ownership and operation of energy infrastructure assets and businesses, including:

  • energy infrastructure, primarily gas transmission businesses located across Australia and the Emu Downs Wind Farm in Western Australia;

  • asset management and operations services for the majority of APA’s energy investments and for third parties; and

  • energy investments in listed and unlisted entities.

1

Australian Pipeline Trust and its Controlled Entities Directors’ Report for the half year ended 31 December 2014

FINANCIAL AND OPERATIONAL REVIEW

Financial review

The following table provides a summary of key financial data for the current period:

Half year ended 31 Dec 2014 31 Dec 2013 Changes Changes
$000 $000 $000 %
Total revenue excluding pass-through(1) 522,672 509,634 13,038 2.6%
Total revenue 740,101 711,405 28,696 4.0%
EBITDA
Depreciation and amortisation expense
849,563
(88,477)
398,894
(74,651)
450,669
(13,826)
113.0%
(18.5%)
EBIT
Net interest expense
761,086
(151,294)
324,243
(164,015)
436,843
12,721
134.7%
7.8%
Pre-tax profit
Income tax expense
Non-controlling interests - other
609,792
(142,529)
(1)
160,228
(39,495)
(1)
449,564
(103,034)
0
280.6%
(260.9%)
0.0%
Profit after income tax and non-controlling
interests, including significant items
467,262 120,732 346,530 287.0%
Significant items after income tax(2) 356,018 - 356,018 -
Profit after income tax and non-controlling
interests, excluding significant items
111,244 120,732 (9,488) (7.9%)
Operating cash flow(3)
Operating cash flow per security (cents)(4)
Normalised operating cash flow(5)
Normalised operating cash flow per security
(cents)(4,5)
Earnings per security – reported (cents)(4)
Earnings per security – normalised (cents)(4,6)
Distribution per security (cents)
Distribution payout ratio(7)
Net Tangible Assets per security ($)
Weighted average number of securities (000)(4)
280,406
31.9
263,205
30.0
53.2
12.7
17.5
55.6%
2.47
878,124
208,308
24.1
216,581
25.0
13.9
13.9
17.5
67.5%
1.37
865,977
72,098
7.8
46,624
5.0
39.3
(1.2)
0
1.10
12,147
34.6%
32.4%
21.5%
20.0%
282.7%
(8.6%)
-
80.3%
1.4%

(1) Pass-through revenue is revenue on which no margin is earned. Pass-through revenue arises in the asset management operations in respect of costs incurred in, and passed on to Allgas and Australian Gas Networks (AGN – formerly Envestra) in respect of, the operation of their assets.

(2) Significant items for the current period relate to net proceeds realised from the sale of APA Group’s investment in Envestra Limited as well as successful recovery of performance fees paid by Hastings Diversified Utilities Fund to Hastings Funds Management Limited (HFML).

(3) Operating cash flow = net cash from operations after interest and tax payments.

(4) On 23 December 2014, APA Group issued 145,164,302 new ordinary securities on completion of the institutional component and early acceptance period of the retail component of APA’s fully underwritten rights issue. The issue was offered at $6.60 per security, a discount to APA Group's closing market price of $7.67 per security on 9 December 2014, the last trading day before the record date of the entitlement offer of 15 December 2014. The number of securities for the current and prior period have been adjusted in accordance with the accounting principles of AASB 133: Earnings per Share, for the discounted rights issue.

(5) Normalised operating cash flow excludes significant items.

(6) Normalised earnings per security excludes significant items.

  • (7) Distribution payout ratio = total distribution payments as a percentage of normalised operating cash flow.

2

Australian Pipeline Trust and its Controlled Entities Directors’ Report for the half year ended 31 December 2014

APA reported an interim profit after tax and non-controlling interests and including significant items of $467.3 million, an increase of 287.0% compared with $120.7 million reported in the previous corresponding period. Excluding significant items of $356.0 million during the current period, interim profit after tax decreased by 7.9% to $111.2 million (Dec 2013: $120.7 million).

Profit after tax and non-controlling interest, earnings before interest and tax (EBIT) and EBIT before depreciation and amortisation (EBITDA) excluding significant items are financial measures not prescribed by Australian Accounting Standards (“AAS”) and represent the profit under AAS adjusted for specific significant items. The Directors consider these measures to reflect the core earnings of the Consolidated Entity.

The following table summarises key reconciling items between statutory profit after tax attributable to the APA stapled securityholders and the financial measures described above. The financial measures included in the table below have not been subject to any specific audit procedures by the Consolidated Entity’s auditor but have been derived from note 4 of the accompanying financial statements for the half year ended 31 December 2014, which have been subject to a review; refer to pages 34 and 35 for the auditor’s review report on the half year financial statements.

31 December 2014 31 December 2014 31 December 2014 31 December 2013
$000
Normalised
Significant
items
Statutory
31 December 2013
$000
Normalised
Significant
items
Statutory
31 December 2013
$000
Normalised
Significant
items
Statutory
Hlf dd $000
a year ene Normalised Significant
items
Statutory
Revenue excluding
pass-through
522,672 0 522,672 509,634 0 509,634
EBITDA
Depreciation and
amortisation expense
402,323 447,240 849,563 398,894
(74,651)
0
0
398,894
(74,651)
(88,477) 0 (88,477)
EBIT
Finance costs and
interest income
313,846 447,240 761,086 324,243
(164,015)
0
0
324,243
(164,015)
(151,294) 0 (151,294)
Profit before income tax
and non-controlling
interests
Income tax benefit /
(expense)
Non-controlling interests
162,552 447,240 609,792 160,228
(39,495)
(1)
0
0
0
160,228
(39,495)
(1)
(51,307) (91,222) (142,529)
(1) 0 (1)
Profit after income tax
and non-controlling
interests
111,244 356,018 467,262 120,732 0 120,732
Operating cash flow 263,205 17,201 280,406 216,581 (8,273) 208,308

Revenue (excluding pass-through) increased by $13.0 million to $522.7 million, an increase of 2.6% on the previous corresponding period. Excluding significant items, normalised earnings before interest, tax, depreciation and amortisation (“EBITDA”) before significant items increased by $3.4 million to $402.3 million, 0.9% above the previous corresponding period ($398.9 million).

The main factors driving the increase in EBITDA before significant items include:

  • additional earnings from the expanded South West Queensland Pipeline; and

  • additional earnings from new contracts on the expanded Goldfields Gas Pipeline and the Berwyndale to Wallumbilla Pipeline.

These increases were offset by a reduction in earnings from investment in Envestra Limited (sold in August 2014) as well as a decrease in customer contributions in asset management.

3

Australian Pipeline Trust and its Controlled Entities Directors’ Report for the half year ended 31 December 2014

Operating cash flow increased by 34.6% to $280.4 million (previous corresponding period: $208.3 million), and operating cash flow per security increased by 32.4% or 7.8 cents to 31.9 cents per security (previous corresponding period: 24.1 cents per security).

Operating cash flow was impacted by the one-off receipt of $17.2 million in the current period relating to APA’s successful appeal to the NSW Supreme Court in a matter regarding performance fees previously paid by Hastings Diversified Utility Fund to Hastings Funds Management Limited. This partially reverses the payments of $8.3 million made in FY2014 and $68.8 million in FY2013.

Excluding this once off significant item, operating cash flow was up by 21.5% to $263.2 million (Dec 2013: $216.6 million) and corresponding operating cash flow per security was up 20.0% or 5.0 cents to 30.0 cents per security.

APA’s interim distribution of 17.5 cents per security is flat on the previous corresponding period’s interim distribution. The distribution payout ratio for the current period is 55.6% based on normalised operating cash flow, compared to 67.5% for the previous corresponding period. APA continues to fully fund its distributions out of operating cash flows.

Capital management

APA issued a total of 278,556,562 new securities between 23 December 2014 and 28 January 2015 (inclusive) to provide funding in support of the acquisition of the QCLNG Pipeline (145,164,302 of the new securities were issued as at 31 December 2014). The new securities were issued at $6.60 per security as a result of a 1 for 3 accelerated renounceable entitlement offer to existing securityholders.

As at 31 December 2014, 980,915,109 securities were on issue.

In December 2014, APA also established a US$4.1 billion syndicated bridge facility to provide the balance of the funding for the QCLNG Pipeline acquisition. This facility remains undrawn, pending completion of the acquisition in 2Q calendar year 2015.

At 31 December 2014, APA’s debt portfolio had a broad spread of maturities extending out to 2024, with an average remaining maturity of drawn debt of 5.3 years. APA’s gearing[1] of 44.5% at 31 December 2014 was down from 63.8% at 31 December 2013, primarily as a result of the issuance of the new APA securities in December 2014 under the entitlement offer and the receipt of cash from that issue pending financial close of the acquisition. Securities issued on final close of the retail offer and debt drawn to complete the funding of the acquisition of the QCLNG Pipeline is expected to return APA’s gearing to approximately 65% post financial close of that transaction.

At 31 December 2014, APA had over $2,400 million[2] in cash and committed undrawn facilities available to meet the continued capital growth needs of the business. Approximately $940 million of APA’s headroom at 31 December 2014 is attributable to receipts from the institutional entitlement offer and retail applications received by the early retail acceptance date.

APA has a prudent treasury policy which requires conservative levels of hedging of interest rate exposures to minimise the potential impacts from adverse movements in interest rates. All interest rate and foreign currency exposures on debt raised in foreign currencies have been hedged. APA anticipates that any new US$ denominated debt raised to partly fund the acquisition of the QCLNG Pipeline will be naturally hedged by the US$ revenue to be received from the gas transportation contracts of the pipeline. APA also enters into interest rate hedges for a portion of the interest rate exposure on its floating rate borrowings. As at 31 December 2014, 84.6% of interest obligations on gross borrowings were either hedged or issued at fixed interest rates for varying periods extending out to almost 10 years.

Borrowings and finance costs

As at 31 December 2014, APA had borrowings of $4,064 million ($4,544 million at 31 December 2013) from a mix of syndicated bank debt facilities, bilateral debt facilities, US Private Placement notes, European Medium

1 Gearing ratio determined in accordance with covenants in certain senior debt facilities as net debt to net debt plus book equity.

2 Does not include the US$4.1 billion syndicated bridge facility.

4

Australian Pipeline Trust and its Controlled Entities Directors’ Report for the half year ended 31 December 2014

Term Notes in several currencies, Australian Medium Term Notes, United States 144A Notes and APA Group Subordinated Notes.

Excluding significant items, net finance costs reduced by $12.7 million, or 7.8%, to $151.3 million for HY2015 (HY2014: $164.0 million). The decrease is primarily due to the repayment of borrowings out of the proceeds of the sale of APA’s interest in Envestra in August 2014. The average interest rate (including credit margins) applying to drawn debt was 7.07 % for the half year to 31 December 2014 (December 2013: 7.19%).

APA’s interest cover ratio[3] for the 12 month period ending 31 December 2014, at 2.48 times (December 2013: 2.29 times), remains well in excess of its debt covenant default ratio of 1.1 times, and distribution lock up ratio of 1.3 times.

Credit ratings

APT Pipelines Limited, the borrowing entity of APA, maintained the following two investment grade credit ratings during the current period:

  • BBB long-term corporate credit rating (outlook Stable) assigned by Standard & Poor’s (S&P) in June 2009, and last confirmed on 10 December 2014; and

  • Baa2 long-term corporate credit rating (outlook Stable) assigned by Moody’s Investors Service (Moody’s) in April 2010, and last confirmed on 10 December 2014.

Income tax

The effective income tax rate for the current period is 23.4%, which is broadly in line with the 24.7% in the previous corresponding period and reflects usage of previously un-booked capital losses to partially offset the capital gain generated on the sale of the investment in Envestra. Excluding significant items, the effective income tax rate is 31.6% which is higher than the 24.7% in the previous corresponding period due to APA ceasing to equity account the Envestra investment during the current period.

Capital expenditure

Capital expenditure[4] (including stay in business capex) for the period totalled $191.7 million compared with $200.7 million in the previous corresponding period.

Growth project expenditure of $162.0 million included additional compression facilities at Moomba and Wallumbilla and pipeline capacity expansions in Victoria and Western Australia. This expenditure was generally either fully underwritten through long-term gas transportation agreements or had regulatory approval through a relevant access arrangement.

3 For the calculation of interest cover, significant items are excluded from the EBITDA used.

4 Capital expenditure represents actual cash payments as disclosed in the cash flow statement; it excludes accruals brought forward from the prior period and carried forward to the next period.

5

Australian Pipeline Trust and its Controlled Entities Directors’ Report for the half year ended 31 December 2014

Capital and investment expenditure for the current period and previous corresponding period is tabled below.

Capital and investment
expenditure(1)
Description of major projects during the
current period
31 Dec
2014
31 Dec
2013
$ million $ million
Growth expenditure
Regulated
Victorian Transmission System
Major projects
Queensland
New South Wales
Western Australia
Other
Total growth capex
Customer contributions
Stay in business capex
Total capex
Investments
Diamantina Power Station
Total Capital & Investment
Expenditure
Winchelsea compression and
VNIE looping and compression
SWQP Eastern Haul and
Moomba and Wallumbilla compression
Moomba Sydney Pipeline southern expansion
Goldfields Gas Pipeline expansions
Victoria – LNG and metering; NT pipelines and
Asset Management Systems
55.5
78.5
0.6
14.1
13.3
14.9
93.6
4.8
39.1
11.4
162.0
1.6
28.1
163.7
16.4
20.6
191.7
20.9
200.7
-
212.6 200.7

(1) The capital expenditure shown in this table represents actual cash payments as disclosed in the cash flow statement; it excludes accruals brought forward from the prior year and carried forward to next year.

Distributions

On 25 February 2015, the Directors declared an interim distribution for APA for the current period of 17.5 cents per security. This includes an APT distribution of 15.12 cents per security comprised of unfranked profit distribution, and an APTIT distribution of 2.38 cents per security comprised of unfranked profit distribution. The interim distribution is payable on 18 March 2015 and is only payable in respect of securities that were on issue on the “ex-date” of 22 December 2014, that is prior to the issue of any new securities under the APA accelerated renounceable entitlement offer. The Distribution Reinvestment Plan remains suspended.

Significant changes in state of affairs

In December 2014, APA entered into a binding sale and purchase agreement with BG Group to acquire the 543 km QCLNG Pipeline for US$5 billion. To fund this acquisition, during December 2014 and January 2015, APA raised around $1.8 billion of new equity via a rights issue and entered into a US$4.1 billion syndicated bridge facility agreement. Further information on the pending acquisition is found on page 8.

6

Australian Pipeline Trust and its Controlled Entities Directors’ Report for the half year ended 31 December 2014

Business segment performance

Statutory reported revenue and EBITDA performance of APA’s business segments is tabled below.

Half year ended 31 Dec 2014 31 Dec 2013 Changes Changes
$000 $000 $000 %
Revenue
Energy Infrastructure
Queensland
New South Wales
Victoria
South Australia
Western Australia
Northern Territory
161,383
71,953
93,309
1,351
130,025
13,825
132,299
74,139
79,869
1,092
115,211
11,922
29,084
(2,186)
13,440
259
14,814
1,903
22.0%
(2.9%)
16.8%
23.7%
12.9%
16.0%
Energy Infrastructure total
Asset Management
Energy Investments
471,846
38,420
7,647
414,532
56,080
8,690
57,314
(17,660)
(1,043)
13.8%
(31.5%)
(12.0%)
Total segment revenue
Divested business
Pass-through revenue
Unallocated revenue(1)
517,913
992
217,429
3,767
479,302
29,679
201,771
653
38,611
(28,687)
15,658
3,114
8.1%
(96.7%)
7.8%
476.9%
Total revenue 740,101 711,405 28,695 4.0%
EBITDA
Energy Infrastructure
Queensland
New South Wales
Victoria
South Australia
Western Australia
Northern Territory
136,411
59,632
69,231
1,072
98,565
8,639
108,786
62,166
61,549
939
85,802
6,776
27,625
(2,534)
7,682
133
12,763
1,863
25.4%
(4.1%)
12.5%
14.2%
14.9%
27.5%
Energy Infrastructure total
Asset Management
Energy Investments
373,550
20,135
7,646
326,018
34,507
8,690
47,532
(14,372)
(1,044)
14.6%
(41.6%)
(12.0%)
Total segment EBITDA
Divested business
Significant items
401,331
992
447,240
369,215
29,679
-
32,116
(28,687)
447,240
8.7%
(96.7%)
-
Total EBITDA 849,563 398,894 450,669 113.0%

(1) Interest income.

APA’s operations and financial result in the period principally reflects the additional revenue from asset expansions, partially offset by the reduced Moomba Sydney Pipeline revenue.

EBITDA in APA’s continuing business, which excludes any equity earnings from the previous investment in Envestra Limited, increased by 8.7% to $401.3 million.

7

Australian Pipeline Trust and its Controlled Entities Directors’ Report for the half year ended 31 December 2014

Energy Infrastructure

The Energy Infrastructure segment includes gas transmission and storage assets and the Emu Downs Wind Farm. Revenue from these assets is derived from either regulatory arrangements or capacity-based contracts.

The Energy Infrastructure segment contributed 91.1% of continuing business revenue and 93.1% of continuing business EBITDA. Revenue (excluding pass-through revenue) was $471.8 million, an increase of 13.8% on the previous corresponding period of $414.5 million. EBITDA increased by 14.6% to $373.6 million on the $326.0 million of the previous corresponding period.

The following key factors contributed to this result:

  • A strong contribution from the South West Queensland Pipeline given the enhanced capability and increased volumes on that pipeline and a new contract on the Berwyndale Wallumbilla Pipeline, offset by a small decline from the Moomba Sydney Pipeline;

  • Continued contribution from the Pilbara Pipeline System as well as the expanded Goldfields Gas Pipeline ;

  • The benefit from a number of new contracts from the expanded Mondarra Gas Storage Facility; and

  • Additional revenue from the Amadeus Gas Pipeline.

APA is assisting clients to manage the volatility in the gas market by continuing to focus on the operation, development and enhancement of its assets across mainland Australia.

East coast gas grid

APA currently has a 7,000 km integrated pipeline grid on the east coast of Australia, with the ability to transport gas seamlessly from multiple gas production facilities to gas users across four states. Once the QCLNG Pipeline acquisition is completed, this will add a further 543 km to our gas transportation footprint on the east coast.

Customers using the grid have flexibility in relation to receipt and delivery points, with the potential to move between about 30 receipt points and about 100 delivery points across Eastern Australia. APA has developed the commercial and operational framework to deliver this flexibility and other related services, such as multipipeline services, bi-directional transportation and integrated gas storage and transportation services.

During the current period, work continued with the bi-directional projects on the South West Queensland Pipeline, Moomba Sydney Pipeline and Roma Brisbane Pipeline as well as other enhancements such as installation of additional compression capacity at Wallumbilla, Moomba, Winchelsea and Culcairn. These works were underwritten by new and replacement contracts entered into with customers in the previous financial year.

Against the backdrop of a dynamic gas market in the south east of Australia, APA continues to adapt and progressively develop its gas pipeline infrastructure and services in response to the changing needs of our customers. The addition of the QCLNG Pipeline will potentially allow APA to increase utilisation of our east coast grid and capture additional demand from international gas markets.

An update on projects and developments by geographic region is as follows:

Queensland

  • QCLNG Pipeline

  • In December 2014 APA entered into a binding sale and purchase agreement with BG Group to acquire the 543 km QCLNG Pipeline for US$5 billion. The QCLNG Pipeline is a key component of the QCLNG Project, linking gas fields in the Surat Basin to the QCLNG Project’s LNG plant on Curtis Island off Gladstone. The pipeline benefits from 20 year take-or-pay gas transportation agreements with highly credit-worthy counterparties. The QCLNG Pipeline interconnects with APA’s 7,000 km east coast grid. Financial close of the acquisition is expected in Q2 calendar year 2015.

  • Wallumbilla compression facilities

  • In December 2012 APA announced that it would proceed with the development of expanded compression capacity and associated services at Wallumbilla in Queensland. The expansion was underpinned by a 15-year revenue agreement with GLNG Operations Pty Ltd, with a further 5 to 10 year option. Construction was completed in December 2014 and final commissioning is currently in progress.

8

Australian Pipeline Trust and its Controlled Entities Directors’ Report for the half year ended 31 December 2014

  • Moomba compression facilities

  • APA completed the compression capacity expansion project on the Moomba end of the South West Queensland Pipeline in August 2014 and the expanded site is now fully operational following commissioning in September 2014. The project supports a number of west to east gas transportation agreements on the South West Queensland Pipeline.

  • South West Queensland Pipeline Eastern Haul capital works APA also completed the Eastern Haul project on the South West Queensland Pipeline, which facilitates increased eastern haul transportation services and pipeline bi-directional capability. Construction was completed in December 2014 with final commissioning currently in progress.

  • Roma Brisbane Pipeline bi-directional services APA commenced works to provide bi-directional services on the Roma Brisbane Pipeline. The work is due for completion during Q2 calendar year 2015.

New South Wales

  • Moomba Sydney Pipeline

New gas transportation agreements to provide increased gas flow from Victoria into New South Wales were executed during FY2014, in part offsetting reductions in transportation of gas from Moomba. These agreements underpin the project to increase gas transportation capacity from Victoria into New South Wales, which includes expanding capacity of the Culcairn compressor in southern New South Wales as well as various works in Victoria as detailed below. Capital works commenced during the period, with the expansion scheduled for completion by winter 2015.

In June 2014, APA announced it had entered into a new agreement for an initial seven year term that commences in September 2015. The agreement provides for flexible gas transportation services from multiple receipt and delivery points on the grid – in particular utilising the Moomba Sydney Pipeline – as well as gas storage services. The total minimum revenue for the initial term exceeds $80 million.

New service offerings available on the Moomba Sydney Pipeline as part of our east coast grid such as storage and bi-directional services are providing the flexibility that customers require in the current dynamic east coast gas market.

Victoria

  • Victorian Transmission System

  • Total gas volume transported through the Victorian Transmission System was 118.4 PJ, down 8.9% on the previous corresponding period (130.0 PJ) mainly due to less gas being transported into New South Wales (1.9 PJ vs 10.0 PJ). This reduction was largely offset by increased quantities of gas being transported from Queensland to New South Wales markets. Industrial demand and gas consumption in the residential sector remains similar to the previous corresponding period. Peak day volume of 1,217 TJ was higher than that of previous corresponding period (1,132 TJ).

  • South West Pipeline Expansion

In December 2014, APA completed construction of new compression facilities at Winchelsea – part of the South West Pipeline augmentation approved in the current access arrangement. The new compression facilities commenced operation in January 2015.

9

Australian Pipeline Trust and its Controlled Entities Directors’ Report for the half year ended 31 December 2014

  • Victoria Northern Interconnect Expansion

  • The combined $160 million expansion projects in New South Wales and Victoria will provide additional capacity in accordance with regulatory arrangements (Northern Zone augmentation) and new contractual agreements.

Construction of the 28 km first stage of looping of the Northern Interconnect was completed in July 2014. The second 135 km stage of looping is underway and is scheduled for completion by winter 2015. An additional compression facility at Culcairn in southern NSW is also being constructed as part of the Victorian Northern Interconnect Expansion project.

Western Australia

  • Goldfields Gas Pipeline

  • The Goldfields Gas Pipeline expansion project was completed during the first half of FY2015, with commencement of operations at the new dual unit Turee Creek compressor station upstream of the Newman Lateral. APA managed the expansion project on behalf of the Goldfields Gas Transmission Joint Venture (GGTJV) through which APA owns 88.2% of the Goldfields Gas Pipeline. The project to increase the pipeline’s capacity by 28% was underpinned by two new long term transportation agreements with Rio Tinto and the Mount Newman Joint Venture (85% BHP Billiton).

  • Eastern Goldfields Pipeline

Two gas transportation agreements were executed between AngloGold Ashanti (AngloGold) and APA in July 2014 for the transportation of natural gas to AngloGold’s Sunrise Dam Operations and the Tropicana Operations jointly owned by AngloGold and The Independence Group, located in the eastern goldfields region of Western Australia. The agreements underpin the development of a new gas pipeline, the Eastern Goldfields Pipeline which APA will build, own and operate. Construction of the new pipeline will commence in the second half of FY2015 and connect APA’s existing infrastructure, the Goldfields Gas Pipeline and Murrin Murrin Lateral to the respective mine site locations. Commencement date for services is 1 January 2016.

  • Pilbara Energy Pipeline

APA completed construction of a short gas lateral to connect the Pilbara Energy Pipeline to a new compressed natural gas facility constructed and owned by Sub161 Pty Ltd. Compressed natural gas will be transported by Sub161 to Fortescue Metals Group’s Solomon Mine as a substitute for diesel fuel for the Solomon power station, prior to the completion of the Fortescue River Pipeline. Under the terms of the agreement with Sub161, APA provides gas transportation services on the Pilbara Energy Pipeline.

Northern Territory

  • Pipeline link between the Northern Territory and south east Australia APA commenced a feasibility study in the first half of calendar year 2014 for a proposed link between APA’s Northern Territory pipeline assets and APA’s east coast gas grid. In late calendar year 2014, APA was shortlisted in the Northern Territory Government’s formal selection process for the construction, operation and ownership of the proposed North East Gas Interconnector. If constructed, this will create the opportunity for Northern Territory gas to supply markets in the east, as well as providing additional gas security for the Northern Territory. The outcome of the Northern Territory Government’s process is not expected to be known until late calendar year 2015, but in any event, APA will continue to progress its own feasibility study for the building of a commercially feasible Northern Territory link.

Asset Management

APA provides asset management and operational services to the majority of its energy investments and to a number of third parties. Its main customers are Ethane Pipeline Income Fund, Energy Infrastructure Investments, GDI, and the Diamantina Power Station joint venture. Asset management services are provided to these customers under long term contracts.

APA also has a long term agreement to operate Australian Gas Networks (AGN, previously known as Envestra Limited) gas distribution assets. APA sold its 33.0% interest in Envestra Limited to a Cheung Kong Group consortium in August 2014, but continues to operate AGN’s assets under the Operating and Management Agreement that is currently in place until 30 June 2027.

10

Australian Pipeline Trust and its Controlled Entities Directors’ Report for the half year ended 31 December 2014

Revenue (excluding pass-through revenue) from asset management services decreased by $17.7 million or 31.5% to $38.4 million (Dec 2013: $56.1 million) and EBITDA decreased by $14.4 million or 41.7% to $20.1 million (Dec 2013: $34.5 million).

The decrease in revenue is mainly due to customer contributions in relation to relocating APA infrastructure, totalling $2.2 million received in the first half of FY2015 compared with $18.6 million received in the previous corresponding period.

Each of APA’s asset management contracts continue to deliver long term stable revenues to the business and are expected to do so for the foreseeable future given the length of the respective contacts. APA continues to see a level of annual volatility in respect of customer contributions; however, we retain the view that a long term annual average of around $10 million per annum is a reasonable expectation within this business sector.

Energy Investments

APA has an interest in a number of energy investments across Australia, including SEA Gas Pipeline, Energy Infrastructure Investments, Ethane Pipeline Income Fund, EII2 (investment in the North Brown Hill wind farm), GDI (EII) which owns the Allgas gas distribution network and Diamantina Power Station – a joint venture gas fired electricity generator with AGL Energy that provides electricity to Glencore Xstrata and Ergon Energy.

APA holds a number of roles in respect of the majority of these investments, in addition to each ownership interest.

All investments are equity accounted, with the exception of APA’s interest in Ethane Pipeline Income Fund.

EBITDA decreased by 12.0% to $7.6 million compared to $8.7 million in the previous corresponding period, mainly due to costs incurred in the completion and commissioning of the Diamantina Power Station.

  • APA exits its investment in Envestra

  • On 7 August 2014, APA accepted the Cheung Kong Group consortium’s offer for all of the shares in Envestra, exiting our investment in Envestra. This sale generated gross proceeds of $784 million and as a result, APA has booked a net pre-tax profit of $430 million. APA continues to operate Envestra’s (now known as Australian Gas Networks, AGN) assets under an Operating and Management agreement that expires in 2027.

  • Diamantina Power Station and Leichhardt Power Station The Diamantina Power Station and the Leichhardt Power Station both became fully operational during the current period. Located at Mount Isa, Queensland, the power stations are jointly owned and were jointly developed by APA and AGL Energy. The power stations are underpinned by long term energy supply agreements through to 2031 with Mount Isa Mines Limited, a wholly owned subsidiary of Glencore Xstrata, and Ergon Energy, Queensland’s state-owned regional electricity supplier. Under the arrangements, AGL has contracted transportation capacity on APA’s Carpentaria Gas Pipeline for an initial 10.5 year period and will be delivering 13.5 PJ of gas per annum to the power stations at Mount Isa.

The Diamantina Power Station is a 242 MW combined cycle gas-fired power station and became fully operational from October 2014. The 60 MW open cycle gas-fired Leichhardt Power Station was commissioned and became fully operational in July 2014. Both are now delivering energy under foundation customer agreements.

Regulatory matters

Key regulatory matters addressed during the current period included:

Goldfields Gas Pipeline Access Arrangement

Proposed revisions to the Access Arrangement for the Goldfields Gas Pipeline, to apply during the period 20152019, were submitted to the Western Australian Economic Regulation Authority on 15 August 2014.

The revisions were the first for the pipeline to be submitted under the access regime of the National Gas Law and the National Gas Rules. They also took into account the Rate of Return Guidelines determined and published by the Economic Regulation Authority following the Australian Energy Market Commission’s changes to the rate of return provisions of the National Gas Rules in November 2012. The November 2012 rule changes

11

Australian Pipeline Trust and its Controlled Entities Directors’ Report for the half year ended 31 December 2014

allow a rate of return which reflects the specific risks of the Goldfields Gas Pipeline, which provides service principally to mining and minerals processing operations in remote areas of Western Australia.

The revisions to the Access Arrangement included a proposed reference tariff similar to the reference tariff which has applied during the period 2010-2014.

The Economic Regulation Authority has commenced its review of the Access Arrangement revisions proposal. A process of public consultation on the revisions proposal concluded on 17 November 2014. The regulator’s draft decision is expected towards the end of the first quarter of 2015, and a final decision should be available to APA by the end of June 2015.

Energy Green Paper

The Federal Government released its Energy Green Paper in September 2014. The Energy Green Paper is a stage in the development of an Energy White Paper, which sets out the Federal Government’s energy policy.

The Energy Green Paper focuses on energy sector investment and the removal of regulatory barriers to competition and growth. As part of this aim, the Green Paper discusses options for increased transparency in gas markets, in particular in the gas supply market.

APA lodged a submission in response to the Energy Green Paper in November 2014. The final Energy White Paper is expected to be released in the first half of 2015.

COAG Energy Council Australian Gas Market Vision

The COAG Energy Council released its Australian Energy Gas Market Vision in December 2014. The Vision targets 12 specific outcomes related to gas supply and resource development, facilitation of major gas supply and infrastructure projects, access to market information, and improved competition and market function.

A number of processes, in which APA Group is a key participant, are currently underway in these areas.

Environmental reporting

In October 2014, APA complied with Australia’s National Greenhouse and Energy Reporting obligations for the 2014 financial year.

APA’s summary of Scope 1 emissions and energy consumption for the 2014 financial year are set out in the following table:

following table:
Financial year 2014 2013 Change
Scope 1 CO2emissions (tonnes)
Energyconsumption(GJ)
311,425
3,937,718
323,871
3,944,449
(12,446)
(6,731)
(3.8%)
(0.2%)

Clean Energy Policy

In 2014 APA continued to manage its carbon liability by passing-through carbon permit costs for its liable facilities through contractual terms and conditions or through regulated access arrangements.

This carbon tax legislation was repealed effective from 1 July 2014 at which time APA ceased having a liability.

Guidance for the 2015 financial year

Based on available information, APA Group expects normalised EBITDA inclusive of an estimated contribution from the QCLNG Pipeline for the full year to 30 June 2015 to be in a range of $816 million to $873 million.

Excluding the estimated contribution from the QCLNG Pipeline of $41 million to $83 million (based on AUD/USD exchange rate of 0.7804 as at 12.00pm 24 February 2015), we are upgrading our guidance for normalised continuing business EBITDA to $775 million to $790 million, from our previous guidance of $740 million to $760 million.

Statutory EBITDA, inclusive of some $447 million of significant, once off items and the estimated QCLNG Pipeline contribution, is expected to fall within a range of $1,263 million to $1,320 million.

12

Australian Pipeline Trust and its Controlled Entities Directors’ Report for the half year ended 31 December 2014

Net interest cost is expected to be in a range of $320 million to $355 million.

Distribution per security for the 2015 year is expected to total at least 36.25 cents per security.

SUBSEQUENT EVENTS

Except as disclosed elsewhere in this report, the Directors are unaware of any matter or circumstance that has occurred since the end of the year that has significantly affected or may significantly affect the operations of APA, the results of those operations or the state of affairs of APA in future years.

AUDITOR

Auditor’s independence declaration

A copy of the Auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is included on page 33.

ROUNDING OF AMOUNTS

APA is an entity of the kind referred to in ASIC Class Order 98/0100, dated 10 July 1998, and in accordance with that Class Order amounts in the directors’ report and the financial report are rounded to the nearest thousand dollars, unless otherwise indicated.

Signed in accordance with a resolution of the directors of the Responsible Entity made pursuant to section 306(3) of the Corporations Act 2001.

On behalf of the directors

==> picture [155 x 42] intentionally omitted <==

Leonard Bleasel AM Chairman

==> picture [144 x 54] intentionally omitted <==

Robert Wright Director

SYDNEY, 25 February 2015

13

Australian Pipeline Trust and its Controlled Entities

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the half year ended 31 December 2014

31 Dec 31 Dec
2014 2013
Note $000 $000
Continuing operations
Revenue 3 733,818 674,950
Share of net profits of associates and jointly controlled entities
accounted for using the equity method 3 6,283 36,455
740,101 711,405
Net profit on sale of equity accounted investment 4 430,039 -
Asset operation and management expenses (11,192) (23,475)
Depreciation and amortisation expense 5 (88,477) (74,651)
Other operating costs - pass-through 5 (217,429) (201,771)
Finance costs 5 (155,061) (164,668)
Employee benefit expense (85,488) (84,486)
Other expenses (2,701) (2,126)
Profit before tax 609,792 160,228
Income tax expense (142,530) (39,495)
Profit for theperiod 467,262 120,733
Other comprehensive income, net of income tax
Items that will not be reclassified subsequently to profit or loss:
Actuarial (loss)/gain on defined benefit plan (11,834) 10,410
Income tax relating to items that will not be reclassified subsequently 3,550 (3,123)
(8,284) 7,287
Items that may be reclassified subsequently to profit or loss:
Gain on available-for-sale investments taken to equity 2,802 22
Gain/(loss) on cash flow hedges taken to equity 4,841 (35,090)
(Loss)/gain on associate hedges taken to equity (34,030) 7,599
Income tax relating to items that may be reclassified subsequently 8,117 8,252
(18,270) (19,217)
Other comprehensive income for the period(net of tax) (26,554) (11,930)
Total comprehensive income for theperiod 440,708 108,803
Profit attributable to:
Securityholders of the parent 447,402 101,492
Non-controlling interest - APT Investment Trust equityholders 19,859 19,240
APA stapled securityholders 467,261 120,732
Non-controlling interest - other 1 1
467,262 120,733
Total comprehensive income attributable to:
Securityholders of the parent 419,849 89,528
Non-controlling interest - APT Investment Trust equityholders 20,858 19,274
APA stapled securityholders 440,707 108,802
Non-controlling interest - other 1 1
440,708 108,803
31 Dec 31 Dec
2014 2013
(Restated)
Earnings per security
Basic and diluted(centsper security) 9 53.2 13.9

Diluted earnings per security is exactly the same as basic earnings per security.

The above condensed consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.

14

Australian Pipeline Trust and its Controlled Entities Condensed Consolidated Statement of Financial Position

As at 31 December 2014

31 Dec 30 Jun
2014 2014
Note $000 $000
Current assets
Cash and cash equivalents 7 913,752 7,009
Trade and other receivables 156,086 156,439
Other financial assets 18,982 16,575
Inventories 18,838 17,349
Other 5,931 5,996
Total current assets 1,113,589 203,368
Non-current assets
Receivables 101,103 147,835
Other financial assets 277,572 110,768
Investments accounted for using the equity method 255,783 593,325
Property, plant and equipment 5,676,938 5,574,481
Goodwill 1,140,500 1,150,500
Other intangible assets 163,758 170,804
Other 21,444 21,429
Total non-current assets 7,637,098 7,769,142
Total assets 8,750,687 7,972,510
Current liabilities
Trade and other payables 164,184 185,988
Borrowings 149,491 -
Other financial liabilities 120,980 90,574
Provisions 67,583 81,003
Other 10,331 15,975
Total current liabilities 512,569 373,540
Non-current liabilities
Trade and other Payables 3,463 3,599
Borrowings 4,125,059 4,708,283
Other financial liabilities 74,170 216,936
Deferred tax liabilities 237,432 110,783
Provisions 58,408 47,442
Other 15,235 15,438
Total non-current liabilities 4,513,767 5,102,481
Total liabilities 5,026,336 5,476,021
Net assets 3,724,351 2,496,489

The above condensed consolidated statement of financial position should be read in conjunction with the accompanying notes.

15

Australian Pipeline Trust and its Controlled Entities

Condensed Consolidated Statement of Financial Position (continued)

As at 31 December 2014

31 Dec 30 Jun
2014 2014
Note $000 $000
Equity
Australian Pipeline Trust equity:
Issued capital 8 2,536,275 1,816,460
Reserves (135,512) (116,243)
Retained earnings 502,857 200,978
Equity attributable to securityholders of the parent 2,903,620 1,901,195
Non-controlling interests:
APT Investment Trust:
Issued capital 8 800,215 576,172
Reserves 605 (394)
Retained earnings 19,859 19,465
Equity attributable to securityholders of APT Investment Trust 820,679 595,243
Other non-controlling interest 52 51
Total non-controlling interests 820,731 595,294
Total equity 3,724,351 2,496,489

The above condensed consolidated statement of financial position should be read in conjunction with the accompanying notes.

16

Australian Pipeline Trust and its Controlled Entities Condensed Consolidated Statement of Changes in Equity

For the half year ended 31 December 2014

Consolidated Consolidated Other non-
Issued
Retained
controlling
Capital
Other
earnings
Interest
Total
$000
$000
$000
$000
$000
Other non-controlling interest
Available-
For-Sale
Attributable
Asset
Investment
to owners
Issued
Revaluation
Revaluation
Hedging
Retained
of the
Capital
Reserve
Reserve
Reserve
earnings
parent
$000
$000
$000
$000
$000
$000
Australian Pipeline Trust
Available-
For-Sale
Investment
APT
Issued Revaluation
Retained
Investment
Capital
Reserve
earnings
Trust
$000
$000
$000
$000
APT Investment Trust
Balance at 1 July 2013
Profit for the period
Other comprehensive income (net of tax)
1,820,516
8,669
1,736
(62,475)
146,762
1,915,208
-
-
-
-
101,492
101,492
-
-
(8)
(19,243)
7,287
(11,964)
578,780
467
19,424
598,671
-
-
19,240
19,240
-
34
-
34
4
1
45
50
2,513,929
-
-
1
1
120,733
-
-
-
-
(11,930)
Total comprehensive income for the period
Payment of distributions
Capital return to shareholders
-
-
(8)
(19,243)
108,779
89,528
-
-
-
-
(133,877)
(133,877)
-
-
-
-
-
-
-
34
19,240
19,274
-
-
(19,424)
(19,424)
(1,313)
-
-
(1,313)
-
-
1
1
108,803
-
-
-
-
(153,301)
-
-
-
-
(1,313)
Balance at 31 December 2013 1,820,516
8,669
1,728
(81,718)
121,664
1,870,859
577,467
501
19,240
597,208
4
1
46
51
2,468,118
Balance at 1 July 2014
Profit for the period
Other comprehensive income (net of tax)
1,816,460
8,669
363
(125,275)
200,978
1,901,195
-
-
-
-
447,402
447,402
-
-
1,262
(20,531)
(8,284)
(27,553)
576,172
(394)
19,465
595,243
-
-
19,859
19,859
-
999
-
999
4
1
46
51
2,496,489
-
-
1
1
467,262
-
-
-
-
(26,554)
Total comprehensive income for the period
Payment of distributions
Issued under entitlement offer
Issue costs of securities
Tax relating to security issue costs
-
-
1,262
(20,531)
439,118
419,849
-
-
-
-
(137,239)
(137,239)
729,646
-
-
-
-
729,646
(14,044)
-
-
-
-
(14,044)
4,213
-
-
-
-
4,213
-
999
19,859
20,858
-
-
(19,465)
(19,465)
228,438
-
-
228,438
(4,395)
-
-
(4,395)
-
-
-
-
-
-
1
1
440,708
-
-
-
-
(156,704)
-
-
-
-
958,084
-
-
-
-
(18,439)
-
-
-
-
4,213
Balance at 31 December 2014 2,536,275
8,669
1,625
(145,806)
502,857
2,903,620
800,215
605
19,859
820,679
4
1
47
52
3,724,351

The above condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

17

Australian Pipeline Trust and its Controlled Entities Condensed Consolidated Statement of Cash Flows

For the half year ended 31 December 2014

31 Dec 31 Dec
2014 2013
Note $000 $000
Cash flows from operating activities
Receipts from customers 796,084 757,727
Payments to suppliers and employees (434,506) (414,309)
Proceeds/(payments) from/to Hastings Funds Management for management and
performance fees 17,201 (8,273)
Dividends received 34,989 28,369
Proceeds from repayment of finance leases 2,325 2,411
Interest received 5,150 3,160
Interest and other costs of finance paid (140,837) (160,918)
Income tax - 141
Net cash provided by operating activities 280,406 208,308
Cash flows from investing activities
Payments for property, plant and equipment (191,673) (200,685)
Proceeds from sale of property, plant and equipment 657 532
Payments for equity accounted investments (17,383) -
Payments for controlled entities (net of cash acquired) - (24)
Payments for intangible assets (226) (897)
Loans to related parties (3,490) -
Proceeds from sale of businesses - 1,774
Proceeds from sale of equity accounted investment 783,758 -
Net cash provided by/(used in)investing activities 571,643 (199,300)
Cash flows from financing activities
Proceeds from borrowings 540,000 830,000
Repayments of borrowings (1,269,500) (702,582)
Payment of debt issue costs (942) (2,000)
Proceeds from issue of securities 958,084 -
Payments of security issue costs (16,244) (60)
Distributions paid to:
Securityholders of APT (137,239) (133,877)
Securityholders of non-controlling interests - APTIT (19,465) (20,737)
Net cash provided by/(used in)financing activities 54,694 (29,256)
Net increase/(decrease) in cash and cash equivalents 906,743 (20,248)
Cash and cash equivalents at beginning of financial period 7,009 80,955
Cash and cash equivalents at end of financialperiod 7 913,752 60,707

The above condensed consolidated statement of cash flows should be read in conjunction with the accompanying notes.

18

Australian Pipeline Trust and its Controlled Entities Notes to the condensed consolidated financial statements

For the half year ended 31 December 2014

1. Significant accounting policies

Basis of preparation

The condensed consolidated interim general purpose financial statements for the half year ended 31 December 2014 have been prepared in accordance with AASB 134 'Interim Financial Reporting' and the Corporations Act 2001. The half year financial report is presented in Australian dollars and all values are rounded to the nearest thousand dollars ($000) in accordance with ASIC Class Order 98/0100 unless otherwise stated.

The half year financial report does not include all the notes of the type normally included in an annual financial report. Accordingly this report should be read in conjunction with the most recent annual financial report and any public announcements made by APA Group during the half-year reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

The accounting policies are consistent with those adopted and disclosed in the annual report for the financial year ended 30 June 2014.

Adoption of new and revised Accounting Standards

(a) Standards and Interpretations affecting amounts reported in the current period (and/or prior periods)

There has not been any new or revised Standards and Interpretations issued by the AASB that are relevant to APA Group's operations that would be effective for the current reporting period.

(b) Standards and Interpretations issued not yet adopted

At the date of authorisation of the financial statements, the Standards and Interpretations listed below were on issue but not yet effective.

effective.
Effective for annual Expected to be
reporting periods initially applied in the
Standard/Interpretation beginningon or after financialyear ending
●AASB 9 ‘Financial Instruments’, and the relevant amending standards 1 January 2018 30 June 2019
●AASB 15 'Revenue from Contracts with Customers' 1 January 2017 30 June 2018

The potential impact of the initial application of the Standards above is yet to be determined.

Critical accounting judgements and key sources of estimation uncertainty

In the application of APA Group's accounting policies, management is required to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Impairment of assets

Determining whether property, plant and equipment, identifiable intangible assets, equity accounted investments and goodwill are impaired requires an estimation of the value-in-use of the cash-generating units. The value-in-use calculation requires APA Group to estimate the future cash flows expected to arise from cash-generating units and suitable discount rates in order to calculate the present value of cash-generating units.

Estimates and assumptions used are reviewed on an ongoing basis.

19

Australian Pipeline Trust and its Controlled Entities Notes to the condensed consolidated financial statements

For the half year ended 31 December 2014

1. Significant accounting policies (continued)

Critical accounting judgements and key sources of estimation uncertainty (continued)

Useful lives and amortisation period of non-current assets

APA Group reviews the estimated useful lives of property, plant and equipment and the amortisation period of intangible assets at the end of each annual reporting period. Any reassessment of useful lives or amortisation periods in a particular year will affect the depreciation or amortisation expense.

During the period, APA Group reassessed the amortisation period for intangible contracts. This resulted in a change in estimate for the amortisation period, with additional amortisation of approximately $7.8 million per annum effective from 1 July 2014.

Fair value of financial instruments

APA Group has financial instruments that are carried at fair value in the statement of financial position. The best evidence of fair value is quoted prices in an active market. If the market for a financial instrument is not active, APA Group determines fair value using various valuation models. The objective of using a valuation technique is to establish the price that would be received to sell an asset or paid to transfer a liability between market participants. The chosen valuation models make maximum use of market inputs and rely as little as possible on entity specific inputs. The fair value of all positions include assumptions made on the recoverability based on the counterparty's and APA Group's credit risk.

2. Segment information

APA Group operates in one geographical segment, being Australia.

(a) Description of reportable segments

APA Group comprises the following reportable segments:

  • Energy Infrastructure, which includes all wholly owned or majority owned pipelines, gas storage assets and the Emu Downs Wind Farm;

  • Asset Management, which provides commercial, operating services and/or asset maintenance services to APA Group's energy investments and Australian Gas Networks Limited (formerly Envestra Limited) for appropriate fees; and

  • Energy Investments, which includes APA Group's strategic stakes in a number of investment vehicles that house energy infrastructure assets, generally characterised by long term secure cash flows, with low capital expenditure requirements.

20

Australian Pipeline Trust and its Controlled Entities

Notes to the condensed consolidated financial statements (continued)

For the half year ended 31 December 2014

2. Segment information (continued)

(b) Reportable segments

(b) Reportable segments
Energy Asset Energy
Infrastructure management(a) investments (a) Consolidated
Halfyear ended 31 December 2014 $000 $000 $000 $000
Segment revenue(b)
External sales revenue 470,242 38,420 - 508,662
Equity accounted net profits - - 6,283 6,283
Pass-through revenue 4,686 212,743 - 217,429
Finance lease and investment interest income 1,604 - 2,084 3,688
Distributions - other entities - - 272 272
Total segment revenue 476,532 251,163 8,639 736,334
Other interest income 3,767
Consolidated revenue 740,101
Segment result
Earnings before interest, tax, depreciation and
amortisation ("EBITDA") 389,147 10,135 440,310 839,592
Share of net profits of associates and jointly controlled
entities accounted for using the equity method - - 6,283 6,283
Finance lease and investment interest income 1,604 - 2,084 3,688
Total EBITDA 390,751 10,135 448,677 849,563
Depreciation and amortisation (82,060) (6,417) - (88,477)
Earnings before interest and tax ("EBIT") 308,691 3,718 448,677 761,086
Net finance costs(c) (151,294)
Profit before tax 609,792
Income tax expense (142,530)
Profit for the period 467,262
Segment assets and liabilities
Segment assets 6,982,917 227,729 108,235 7,318,881
Carrying value of investments accounted for using the equity method - - 255,783 255,783
Unallocated assets(d) 1,176,023
Total assets 8,750,687
Segment liabilities 253,868 65,335 - 319,203
Unallocated liabilities(e) 4,707,133
Total liabilities 5,026,336

(a) During August 2014, APA Group sold its investment in Envestra Limited to Cheung Kong Group consortium for $1.32 per share. This has resulted in a $440.0 million gain in Energy Investments being the gross proceeds less the carrying value of the equity accounted investment affected by a reassessment of the carrying value of the asset management business to reflect future growth opportunities, resulting in a reduction of goodwill ($10.0 million).

(b) The revenue reported above represents revenue generated from external customers, any intersegment sales were immaterial.

(c) Excluding finance lease and investment interest income, and any gains or losses on revaluation of derivatives included as part of EBIT for segment reporting purposes, but including other interest income.

(d) Unallocated assets consist of cash and cash equivalents, fair value of interest rate swaps, foreign exchange contracts and equity forwards.

(e) Unallocated liabilities consist of current and non-current borrowings, deferred tax liabilities, fair value of interest rate swaps, foreign exchange contracts.

21

Australian Pipeline Trust and its Controlled Entities

Notes to the condensed consolidated financial statements (continued)

For the half year ended 31 December 2014

2. Segment information (continued)

(b) Reportable segments (continued)

(b) Reportable segments (continued)
Energy Asset Energy
Infrastructure management investments Consolidated
Halfyear ended 31 December 2013 $000 $000 $000 $000
Segment revenue (a)
External sales revenue 412,658 56,080 - 468,738
Equity accounted net profits - - 36,455 36,455
Pass-through revenue 4,361 197,410 - 201,771
Finance lease and investment interest income 1,874 - 1,637 3,511
Distributions - other entities - - 277 277
Total segment revenue 418,893 253,490 38,369 710,752
Other interest income 653
Consolidated revenue 711,405
Segment result
Earnings before interest, tax, depreciation and
amortisation ("EBITDA") 324,144 34,507 277 358,928
Share of net profits of associates and jointly controlled
entities accounted for using the equity method - - 36,455 36,455
Finance lease and investment interest income 1,874 - 1,637 3,511
Total EBITDA 326,018 34,507 38,369 398,894
Depreciation and amortisation (72,375) (2,276) - (74,651)
Earnings before interest and tax ("EBIT") 253,643 32,231 38,369 324,243
Net finance costs (b) (164,015)
Profit before tax 160,228
Income tax expense (39,495)
Profit for theperiod 120,733
Segment assets and liabilities as at 30 June 2014
Segment assets 6,877,648 248,972 151,690 7,278,310
Carrying value of investments accounted for using the equity method - - 593,325 593,325
Unallocated assets (c) 100,875
Total assets as 30 June 2014 7,972,510
Segment liabilities 273,654 75,792 - 349,446
Unallocated liabilities(d) 5,126,575
Total liabilities as at 30 June 2014 5,476,021

(a) The revenue reported above represents revenue generated from external customers, any intersegment sales were immaterial.

(b) Excluding finance lease and investment interest income, and any gains or losses on revaluation of derivatives included as part of EBIT for segment reporting purposes, but including other interest income.

(c) Unallocated assets consist of cash and cash equivalents, fair value of interest rate swaps, foreign exchange contracts and equity forwards. (d)[Unallocated][liabilities][consist][of][current][and][non-current][borrowings,][deferred][tax][liabilities,][fair][value][of][interest][rate][swaps,][foreign][exchange] contracts.

22

Australian Pipeline Trust and its Controlled Entities Notes to the condensed consolidated financial statements (continued)

For the half year ended 31 December 2014

3. Revenue

An analysis of APA Group's revenue for the period is as follows:

Continuing operations

Continuing operations
31 Dec 31 Dec
2014 2013
$000 $000
Operating revenue
Energy infrastructure revenue:
●energy infrastructure revenue 469,970 412,371
●pass-through revenue 4,686 4,361
474,656 416,732
Asset management revenue:
●asset management revenue 38,420 56,080
●pass-through revenue 212,743 197,410
251,163 253,490
725,819 670,222
Finance income
Interest 3,767 653
Interest income on redeemable ordinary shares (EII), redeemable preference shares (GDI) and
loans to related parties (DPS) 2,084 1,637
Finance lease income 1,604 1,874
7,455 4,164
Other income
Dividends 272 277
Rental income 272 287
733,818 674,950
Share of net profits of associates and jointly controlled entities accounted for using
the equity method 6,283 36,455
740,101 711,405

23

Australian Pipeline Trust and its Controlled Entities

Notes to the condensed consolidated financial statements (continued)

For the half year ended 31 December 2014

4. Significant items

Individually significant items included in profit after income tax expense are as follows:

31 Dec 31 Dec
2014 2013
$000
$
$000
$
Significant items impacting EBITDA
Net profit on sale of equity accounted investment(a) 430,039
Performance fees refunded to HDF by Hastings Funds Management Limited(b) 17,201 -
Total significant items impacting EBITDA 447,240 -
Income tax related to significant items above (91,222) -
Profit from significant items after income tax 356,018 -

(a) During August 2014, APA Group sold its investment in Envestra Limited to Cheung Kong Group consortium for $1.32 per share amounting to $783.8 million in gross proceeds which realised a net pre-tax profit of $430.0 million.

(b) In November 2014, APA Group successfully appealed the NSW Supreme Court decision in a matter regarding performance fees previously paid by Hastings Diversified Utility Fund (HDF) to Hastings Funds Management Limited (HFML).

5. Expenses

Profit before tax includes the following expenses:

Profit before tax includes the following expenses:
Depreciation and amortisation expense
Depreciation of non-current assets 82,060 72,038
Amortisation of non-current assets 6,417 2,613
88,477 74,651
Other operating costs - pass-through
Gas pipeline costs 4,686 4,361
Management, operating and maintenance costs 212,743 197,410
217,429 201,771
Finance costs
Interest on bank overdrafts and borrowings 155,660 162,142
Amortisation of deferred borrowing costs 4,489 4,392
Other finance costs 4,729 4,358
164,878 170,892
Less: amounts included in the cost of qualifying assets (10,953) (7,020)
153,925 163,872
Gain on derivatives 577 285
Unwinding of discount on non-current provisions 559 511
155,061 164,668

24

Australian Pipeline Trust and its Controlled Entities

Notes to the condensed consolidated financial statements (continued)

For the half year ended 31 December 2014

6. Distributions

6. Distributions
31 Dec 31 Dec 31 Dec 31 Dec
2014 2014 2013 2013
cents per Total cents per Total
Recognised amounts security $000 security $000
Final distribution paid on 10 September 2014
(2013: 11 September 2013)
Profit distribution - APT(a) 16.42 137,239 16.02 133,877
Profit distribution - APTIT(a) 2.33 19,465 2.32 19,424
Capital distribution - APT - - - -
Capital distribution - APTIT - - 0.16 1,313
~~5~~ 18.75 156,704 18.50 154,614
Unrecognised amounts
Interim distribution payable on 18 March 2015(b)
(2014: 12 March 2014)
Profit distribution - APT(a) 15.12 126,397 14.56 121,663
Profit distribution - APTIT(a) 2.38 19,859 2.30 19,241
Capital distribution - APT - - 0.49 4,057
Capital distribution - APTIT - - 0.15 1,295
17.50 146,256 17.50 146,256

(a) Profit distributions were unfranked (2013: unfranked).

(b) Securities trade "ex distribution" 22 December 2014 with record date 24 December 2014.

The interim distribution in respect of the financial year has not been recognised in this half year financial report because the distribution was not declared, determined or publicly confirmed prior to 31 December 2014.

7. Notes to the cash flow statement

Reconciliation of cash and cash equivalents

For the purposes of the statement of cash flows, cash and cash equivalents includes cash on hand and in banks and investments in money market instruments, net of outstanding bank overdrafts. Cash and cash equivalents at the end of the financial year as shown in the statement of cash flows is reconciled to the related items in the statement of financial position as follows:

31 Dec 31 Dec
2014 2013
$000 $000
Cash at bank and on hand(a) 222,680 59,668
Short-term deposits 691,072 1,039
913,752 60,707

APA Group had no restricted cash as at 31 December 2014.

(a) Australian Pipeline Limited held nil cash on deposit ($5.0 million at 31 December 2013). To meet its financial requirements as the holder of an Australian Financial Services Licence, cash on deposit was replaced with a bank guarantee prior to the end of the last financial year.

25

Australian Pipeline Trust and its Controlled Entities

Notes to the condensed consolidated financial statements (continued)

For the half year ended 31 December 2014

8. Issued capital

31 Dec 30 Jun
2014 2014
Note $000 $000
APT securities
980,915,109 securities, fully paid (2013: 835,750,807 securities, fully paid)(a) 2,536,275 1,816,460
No. of
securities
000 $000
Movements
Balance at beginning of financial year 835,751 1,816,460
Issue of securities under entitlement offer 12 145,164 729,646
Less transaction costs relating to the issue of securities (14,044)
Deferred tax on the transaction costs relating to the issue of securities 4,213
Balance at end of financialperiod 980,915 2,536,275
(a)
Fully paid securities carry one vote per security and carry the right to distributions. New securities
issued under the entitlement offer are not eligible for the
FY2015 interim distribution, but otherwise rank equally with existing securities from allotment.
31 Dec 30 Jun
2014 2014
$000 $000
APTIT securities
980,915,109 securities, fully paid (2013: 835,750,807 securities, fully paid)(a) 800,215 576,172
No. of
securities
000 $000
Movements
Balance at beginning of financial year 835,751 576,172
Issue of securities under entitlement offer 12 145,164 228,438
Less transaction costs relating to the issue of securities (4,395)
Balance at end of financialperiod 980,915 800,215
(a)
Fully paid securities carry one vote per security and carry the right to distributions. New securities
issued under the entitlement offer are not eligible for the
FY2015 interim distribution, but otherwise rank equally with existing securities from allotment.
31 Dec 30 Jun
2013 2013
$000 $000
APT securities
835,750,807 securities, fully paid (2012: 835,750,807 securities, fully paid)(a) 1,820,516 1,820,516
APTIT Securities
835,750,807 securities, fully paid (2012: 835,750,807 securities, fully paid)(a) 577,467 578,780
No. of
securities
000 $000
Movements
Balance at beginning of financial year 835,751 578,780
Capital return to shareholders (1,313)
Balance at end of financialperiod 835,751 577,467

(a) Fully paid securities carry one vote per security and carry the right to distributions.

26

Australian Pipeline Trust and its Controlled Entities

Notes to the condensed consolidated financial statements (continued)

For the half year ended 31 December 2014

8. Issued capital (continued)

Post balance date movement in number of fully paid securities on issue

No. of

Note securities
APT and APTIT securities
Closing balance as at 31 December 2014 980,915,109
Issue of securities under entitlement offer 12 133,392,260
Closingbalance as at date of this report 1,114,307,369

9. Earnings per security

31 Dec 31 Dec
2014 2013
(Restated)
Basic and diluted earningsper security (cents) 53.2 13.9

The earnings and weighted average number of ordinary securities used in the calculation of basic and diluted earnings per security are as follows:

are as follows:
31 Dec 31 Dec
2014 2013
Net profit attributable to securityholders for calculating basic and diluted earnings
per security ($000) 467,262 120,733
31 Dec 31 Dec
2014 2013
(Restated)
No. of No. of
securities securities
000 000
Weighted average number of ordinary securities used in calculating basic and diluted earnings
per security 878,124 865,977

On 23 December 2014, APA Group issued 145,164,302 new ordinary securities on completion of the institutional component and early acceptance period of the retail component for the fully underwritten rights issue. The issue was offered at $6.60 per security, a discount to APA Group's closing market price of $7.67 per security on 9 December 2014, the last trading day before the record date of the entitlement offer of 15 December 2014. The number of securities used for the current and prior period calculation of earnings per security have been adjusted for the discounted rights issue. An adjustment factor of 1.036 has been calculated, being the closing market price per security on 9 December 2014, divided by the theoretical ex-rights value (TERV) of $7.40 per security.

The remaining allocation of the retail component for the rights issue was completed in late January 2015 and is detailed in Note 8.

10. Contingencies

10. Contingencies
31 Dec 30 Jun
2014 2014
$000 $000
Contingent liabilities
Bankguarantees 22,611 28,553

27

Australian Pipeline Trust and its Controlled Entities Notes to the condensed consolidated financial statements (continued)

For the half year ended 31 December 2014

11. Financial instruments

Fair value of financial instruments

Fair value measurements recognised in the statement of financial position

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable.

  • Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.

  • Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

  • Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

There have been no transfers between the levels during the 6 months to 31 December 2014 (year ended 30 June 2014: none). Transfers between levels of the fair value hierarchy occur at the end of the reporting period. Transfers between level 1 and level 2 are triggered when there are quoted prices available in active markets. Transfers into level 3 are triggered when the observable inputs become no longer observable, or vice versa for transfer out of level 3.

Fair value of APA Group's financial assets and liabilities that are measured at fair value on a recurring basis

The fair values of financial assets and financial liabilities are measured at the end of each reporting period and determined as follows:

  • the fair values of available-for-sale financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices, these instruments are classified in the fair value hierarchy at level 1;

  • the fair values of forward foreign exchange contracts included in hedging assets and liabilities are calculated using discounted cash flow analysis based on observable forward exchange rates at the end of the reporting period and contract forward rates discounted at a rate that reflects the credit risk of the various counterparties. The instruments are classified in the fair value hierarchy at level 2;

  • the fair values of interest rates swaps, cross currency swaps, equity forwards and other derivative instruments included in hedging assets and liabilities are calculated using quoted prices. Where such prices are not available, use is made of discounted cash flow analysis using observable yield curves at the end of the reporting period and contract rates discounted at a rate that reflects the credit risk of the various counterparties. Where the valuation is based on quoted prices the instruments are classified in the fair value hierarchy at level 1, where a discounted cash flow valuation is used the instruments are classified as level 2;

  • the fair values of other financial assets and financial liabilities (excluding derivative instruments) are determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current markets discounted at a rate that reflects the credit risk of the various counterparties. The instruments are classified in the fair value hierarchy at level 2;

  • the fair value of financial guarantee contracts are determined based upon the probability of default by the specified counterparty extrapolated from market-based credit information and the amount of loss, given the default. The instruments are classified in the fair value hierarchy at level 2; and

  • the carrying value of financial assets and liabilities recorded at amortised cost in the financial statements approximate their fair value having regard to the specific terms of the agreements underlying those assets and liabilities.

28

Australian Pipeline Trust and its Controlled Entities

Notes to the condensed consolidated financial statements (continued)

For the half year ended 31 December 2014

11. Financial instruments (continued)

Fair value of financial instruments (continued)

Fair value of financial instruments (continued)
Fair value hierarchy
As at 31 December 2014
Level 1 Level 2 Level 3 Total
$000 $000 $000 $000
Financial assets measured at fair value
Available-for-sale listed equity securities
Ethane Pipeline Income Fund 7,373 - - 7,373
Equity forwards designated as fair value through profit and loss - 2,771 - 2,771
Interest rate swaps used for hedging - 5,892 - 5,892
Cross currency interest rate swaps used for hedging - 238,009 - 238,009
Forward foreign exchange contracts used for hedging - 14,580 - 14,580
7,373 261,252 - 268,625
Financial liabilities measured at fair value
Interest rate swaps used for hedging - 51,313 - 51,313
Cross currency interest rate swaps used for hedging - 128,738 - 128,738
- 180,051 - 180,051
As at 30 June 2014
Level 1 Level 2 Level 3 Total
$000 $000 $000 $000
Financial assets measured at fair value
Available-for-sale listed equity securities
Ethane Pipeline Income Fund 4,571 - - 4,571
Equity forwards designated as fair value through profit and loss - 4,004 - 4,004
Cross currency interest rate swaps used for hedging - 77,115 - 77,115
4,571 81,119 - 85,690
Financial liabilities measured at fair value
Interest rate swaps used for hedging - 31,041 - 31,041
Cross currency interest rate swaps used for hedging - 261,739 - 261,739
Forward foreign exchange contracts used for hedging - 1,246 - 1,246
- 294,026 - 294,026

29

Australian Pipeline Trust and its Controlled Entities Notes to the condensed consolidated financial statements (continued)

For the half year ended 31 December 2014

11. Financial instruments (continued)

Fair value of financial instruments (continued)

Fair value measurements of financial instruments measured at amortised cost

Except as detailed in the following table, the Directors consider that the carrying amounts of financial assets and financial liabilities recognised at amortised cost in the financial statements approximate their fair values.

Carrying amount Fair value (level 2)(a)
31 Dec 30 Jun 31 Dec 30 Jun
2014 2014 2014 2014
$000 $000 $000 $000
Financial Liabilities
Unsecured long term private placement notes 1,203,238 1,083,934 1,360,733 1,227,760
Unsecured Australian Dollar medium term notes 300,000 300,000 351,665 343,276
Unsecured Japanese Yen medium term note 102,210 104,681 105,128 107,717
Unsecured Canadian Dollar medium term notes 316,230 298,378 324,923 322,535
Unsecured Australian Dollar subordinated notes 515,000 515,000 555,288 570,923
Unsecured US Dollar 144a medium term notes 919,005 795,587 896,561 792,363
Unsecured British Pound medium term note 668,242 635,268 712,611 643,420
4,023,925 3,732,848 4,306,909 4,007,994

(a) the fair values have been determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current markets, discounted at a rate that reflects the credit risk of the various counterparties. The instruments would be classified in the fair value hierarchy at level 2.

The financial liabilities included in the table above are fixed rate borrowings. Other debts held by APA Group are floating rate debts and amortised cost approximates its fair value.

30

Australian Pipeline Trust and its Controlled Entities Notes to the condensed consolidated financial statements (continued)

For the half year ended 31 December 2014

12. Events occurring after reporting date

On 10 December 2014, APA Group announced it had entered into an agreement with a member of the BG Group to acquire the QCLNG pipeline for US$5,000 million (AU$6,049 million) through the acquisition of the shares in QCLNG Pipeline Pty Limited. The acquisition will be funded through a combination of an equity raising of AU$1,838.5 million by way of a fully underwritten accelerated renounceable entitlement offer and a US$4,100 million fully committed 2 year bridge facility (which is intended to be refinanced progressively in US$ in a number of bank or bond markets). Completion is subject to a number of conditions with financial close expected to occur early in the second quarter of 2015.

On 23 December 2014, APA Group had issued 145,164,302 new APA stapled securities under the Institutional and Early Retail Entitlement component of the accelerated renounceable entitlement offer at a total value of $958.1 million.

On 20 January 2015, APA Group successfully completed the retail component (Retail Entitlement Offer) of its fully underwritten 1 for 3 accelerated renounceable entitlement offer of new APA stapled securities, issuing 76,130,744 securities and taking gross proceeds raised under the retail component to $592.8 million. On 21 January 2015, APA Group successfully completed the Retail Shortfall Bookbuild under the Retail Entitlement Offer, the final stage of APA Group's equity raising, issuing 57,261,516 of new APA stapled securities, receiving net proceeds $377.9 million once Retail Premiums ($1.00 for each New Security not taken up under the Retail Entitlement Offer) were paid to retail securityholders who did not take up their entitlements and ineligible retail securityholders. This completes APA Group's equity raising of $1,838.5 million, resulting in the number of securities on issue increasing by 278,556,562, from 835,750,807 to 1,114,307,369.

On 25 February 2015, the Directors declared an interim distribution of 17.50 cents per security ($146.3 million) for the APA Group (comprising a distribution of 15.12 cents per security from APT and a distribution of 2.38 cents per security from APTIT), consisting of 17.50 cents per security unfranked profit distribution. The distribution will be paid on 18 March 2015.

31

Australian Pipeline Trust and its Controlled Entities Declaration by the Directors of Australian Pipeline Limited

For the half year ended 31 December 2014

The Directors declare that:

  • (a) in the Directors’ opinion, there are reasonable grounds to believe that Australian Pipeline Trust will be able to pay its debts as and when they become due and payable; and

  • (b) in the Directors’ opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with Accounting Standards and give a true and fair view of the financial position and performance of Australian Pipeline Trust and its controlled entities.

Signed in accordance with a resolution of the Directors of the Responsible Entity made pursuant to section 303(5) of the Corporations Act 2001.

On behalf of the Directors

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Leonard Bleasel AM Chairman

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Robert Wright Director

SYDNEY, 25 February 2015

32

Deloitte Touche Tohmatsu A.B.N. 74 490 121 060

==> picture [128 x 26] intentionally omitted <==

Grosvenor Place 225 George Street Sydney NSW 2000 PO Box N250 Grosvenor Place Sydney NSW 1220 Australia

DX 10307SSE Tel: +61 (0) 2 9322 7000 Fax: +61 (0) 2 9322 7001 www.deloitte.com.au

The Directors Australian Pipeline Limited as responsible entity for Australian Pipeline Trust HSBC Building Level 19, 580 George Street Sydney NSW 2000

25 February 2015

Dear Directors

Auditors Independence Declaration to Australian Pipeline Limited as responsible entity for Australian Pipeline Trust

In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Australian Pipeline Limited as responsible entity for Australian Pipeline Trust.

As lead audit partner for the review of the financial statements of Australian Pipeline Trust for the half year ended 31 December 2014, I declare that to the best of my knowledge and belief, there have been no contraventions of:

  • (i) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

  • (ii) any applicable code of professional conduct in relation to the review.

Yours faithfully

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DELOITTE TOUCHE TOHMATSU

==> picture [144 x 50] intentionally omitted <==

A V Griffiths Partner Chartered Accountants

Liability limited by a scheme approved under Professional Standards Legislation.

Member of Deloitte Touche Tohmatsu Limited

33

Deloitte Touche Tohmatsu A.B.N. 74 490 121 060

==> picture [128 x 27] intentionally omitted <==

Grosvenor Place 225 George Street Sydney NSW 2000 PO Box N250 Grosvenor Place Sydney NSW 1220 Australia

DX 10307SSE Tel: +61 (0) 2 9322 7000 Fax: +61 (0) 2 9322 7001 www.deloitte.com.au

Independent Auditor’s Review Report to the Unitholders of Australian Pipeline Trust

We have reviewed the accompanying half-year financial report of Australian Pipeline Trust, which comprises the condensed consolidated statement of financial position as at 31 December 2014, the condensed consolidated statement of profit or loss and other comprehensive income, the condensed consolidated statement of changes in equity and the condensed consolidated statement of cash flows for the half-year ended on that date, selected explanatory notes and the directors’ declaration of the consolidated entity comprising the Trust and the entities it controlled at the end of the half-year or from time to time during the half-year as set out on pages 14 to 32.

Directors’ Responsibility for the Half-Year Financial Report

The directors of Australian Pipeline Limited as responsible entity for Australian Pipeline Trust are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity’s financial position as at 31 December 2014 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of Australian Pipeline Trust, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Liability limited by a scheme approved under Professional Standards Legislation.

Member of Deloitte Touche Tohmatsu Limited

34

Auditor’s Independence Declaration

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of Australian Pipeline Limited as responsible entity for Australian Pipeline Trust, would be in the same terms if given to the directors as at the time of this auditor’s review report.

Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Australian Pipeline Trust is not in accordance with the Corporations Act 2001 , including:

  • (a) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2014 and of its performance for the half-year ended on that date; and

  • (b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

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DELOITTE TOUCHE TOHMATSU

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A V Griffiths Partner Chartered Accountants Sydney, 25 February 2015

35

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APT Investment Trust ARSN 115 585 441

Interim Financial Report For the Half Year ended 31 December 2014

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APT Investment Trust and its Controlled Entities Directors’ Report for the half year ended 31 December 2014

The directors of Australian Pipeline Limited (“Responsible Entity”) submit their interim financial report in respect of APT Investment Trust (“APTIT” or “Trust”) and its controlled entities (together “Consolidated Entity”) for the half year ended 31 December 2014 (“current period”). This report and the financial statements attached refer to the consolidated results of APTIT, one of the two stapled entities of APA Group, with the other stapled entity being Australian Pipeline Trust (together “APA”).

DIRECTORS

The names of the directors of the Responsible Entity during and since the current period are:

Leonard Bleasel AM Chairman Michael McCormack Chief Executive Officer and Managing Director Steven Crane John Fletcher Russell Higgins AO Patricia McKenzie Robert Wright

The Company Secretary of the Responsible Entity during and since the current period is Mark Knapman.

PRINCIPAL ACTIVITIES

APTIT operates as an investment and financing entity within the Australian Pipeline Trust stapled group.

FINANCIAL AND OPERATIONAL REVIEW

APTIT reported net profit after tax of $19.9 million (Dec 2013: $19.2 million) for the half year ended 31 December 2014 on total revenue of $19.9 million (Dec 2013: $19.2 million).

Distributions

On 25 February 2015, the directors declared an interim distribution of 2.38 cents per security ($19.9 million), comprising a 2.38 cents unfranked profit distribution. The distribution is payable on 18 March 2015.

Significant changes in state of affairs

In the opinion of the Directors of the Responsible Entity, no significant changes in the state of affairs of APTIT occurred during the year.

SUBSEQUENT EVENTS

Except as disclosed elsewhere in this report, the Directors are unaware of any matter or circumstance that has occurred since the end of the year that has significantly affected or may significantly affect the operations of the Consolidated Entity, the results of those operations or the state of affairs of the Consolidated Entity in future years.

1

APT Investment Trust and its Controlled Entities Directors’ Report for the half year ended 31 December 2014

AUDITOR

Auditor’s independence declaration

A copy of the Auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is included on page 16.

ROUNDING OF AMOUNTS

APA is an entity of the kind referred to in ASIC Class Order 98/0100, dated 10 July 1998, and in accordance with that Class Order amounts in the directors’ report and the financial report are rounded to the nearest thousand dollars, unless otherwise indicated.

Signed in accordance with a resolution of the directors of the Responsible Entity made pursuant to section 306(3) of the Corporations Act 2001.

On behalf of the directors

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Leonard Bleasel AM Chairman

Robert Wright Director

SYDNEY, 25 February 2015

2

APT Investment Trust

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the half year ended 31 December 2014

31 Dec 31 Dec
2014 2013
Note $000 $000
Continuing operations
Revenue 2 19,859 19,240
Profit before tax 19,859 19,240
Income tax expense - -
Profit for the period 19,859 19,240
Other comprehensive income, net of income tax
Items that may be reclassified subsequently to profit or loss
Gain on available-for-sale investments taken to equity 999 34
Other comprehensive income for the period (net of tax) 999 34
Total comprehensive income for the period 20,858 19,274
Profit attributable to:
Equityholders of the parent 19,859 19,240
19,859 19,240
Total comprehensive income attributable to:
Equityholders of the parent 20,858 19,274
20,858 19,274
31 Dec 31 Dec
2014 2013
(Restated)
Earnings per security
Basic and diluted earnings per security (cents) 5 2.3 2.2

The above condensed consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.

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APT Investment Trust

Condensed Consolidated Statement of Financial Position

As at 31 December 2014

31 Dec 30 Jun
2014 2014
Note $000 $000
Current assets
Receivables 731 670
Non-current assets
Receivables 10,291 10,623
Other financial assets 810,039 583,961
Total non-current assets 820,330 594,584
Total assets 821,061 595,254
Current liabilities
Trade and other payables 382 11
Total liabilities 382 11
Net assets 820,679 595,243
Equity
Issued capital 4 800,215 576,172
Reserves 605 (394)
Retained earnings 19,859 19,465
Total equity 820,679 595,243

The above condensed consolidated statement of financial position should be read in conjunction with the accompanying notes.

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APT Investment Trust

Condensed Consolidated Statement of Changes in Equity

For the half year ended 31 December 2014

Available
Issued for sale Retained
capital reserves earnings Total
$000 $000 $000 $000
Balance at 1 July 2013 578,780 467 19,424 598,671
Profit for the period - - 19,240 19,240
Other comprehensive income for the period(net of tax) - 34 - 34
Total comprehensive income for the period - 34 19,240 19,274
Distributions (1,313) - (19,424) (20,737)
Balance at 31 December 2013 577,467 501 19,240 597,208
Balance at 1 July 2014 576,172 (394) 19,465 595,243
Profit for the period - - 19,859 19,859
Other comprehensive income for the period(net of tax) - 999 - 999
Total comprehensive income for the period - 999 19,859 20,858
Distributions - - (19,465) (19,465)
Issued under entitlement offer 228,438 - - 228,438
Issue costs of securities (4,395) - - (4,395)
Balance at 31 December 2014 800,215 605 19,859 820,679

The above condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

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APT Investment Trust

Condensed Consolidated Statement of Cash Flows

For the half year ended 31 December 2014

31 Dec 31 Dec
2014 2013
$000 $000
Cash flows from operating activities
Trust distribution 11,584 11,782
Dividends received 63 63
Interest received - related parties 7,242 7,731
Proceeds from repayment of finance leases 584 584
Receipts from customers 66 102
Net cash provided by operating activities 19,539 20,262
Cash flows from investing activities
(Advances to)/repayments from related parties (224,497) 489
Net cash (used in) / provided by investing activities (224,497) 489
Cash flows from financing activities
Proceeds from issue of securities 228,438 -
Payment of security issue costs (4,015) (14)
Distribution paid to securityholders (19,465) (20,737)
Net cash provided by / (used in) financing activities 204,958 (20,751)
Net increase in cash and cash equivalents - -
Cash and cash equivalents at beginning of financial period - -
Cash and cash equivalents at end of financial period - -

The above condensed consolidated statement of cash flows should be read in conjunction with the accompanying notes.

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APT Investment Trust

Notes to the condensed consolidated financial statements

For the half year ended 31 December 2014

1. Significant accounting policies

Basis of preparation

The condensed consolidated interim general purpose financial statements for the half year ended 31 December 2014 have been prepared in accordance with AASB 134 'Interim Financial Reporting' and the Corporations Act 2001. The half year financial report is presented in Australian dollars and all values are rounded to the nearest thousand dollars ($000) in accordance with ASIC Class Order 98/0100 unless otherwise stated.

The half year financial report does not include all the notes of the type normally included in an annual financial report. Accordingly this report should be read in conjunction with the most recent annual financial report and any public announcements made by APA Group during the half-year reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

The accounting policies are consistent with those adopted and disclosed in the annual report for the financial year ended 30 June 2014.

Adoption of new and revised Accounting Standards

(a) Standards and Interpretations affecting amounts reported in the current period (and/or prior periods)

There has not been any new or revised Standards and Interpretations issued by the AASB that are relevant to the Consolidated Entity's operations that would be effective for the current reporting period.

(b) Standards and Interpretations issued not yet adopted

At the date of authorisation of the financial statements, the Standards and Interpretations listed below were on issue but not yet effective.

Effective for annual Expected to be
reporting periods initially applied in the
Standard/Interpretation beginningon or after financialyear ending
●AASB 9 ‘Financial Instruments’, and the relevant amending standards 1 January 2018 30 June 2019
●AASB 15 'Revenue from Contracts with Customers' 1 January 2017 30 June 2018

The potential impact of the initial application of the Standards above is yet to be determined.

Critical accounting judgements and key sources of estimation uncertainty

In the application of the Consolidated Entity's accounting policies, management is required to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Fair value of financial instruments

The Consolidated Entity has financial instruments that are carried at fair value in the statement of financial position. The best evidence of fair value is quoted prices in an active market. If the market for a financial instrument is not active, the Consolidated Entity determines fair value by using various valuation models. The objective of using a valuation technique is to establish the price that would be received to sell an asset or paid to transfer a liability between market participants. The chosen valuation models make maximum use of market inputs and rely as little as possible on entity specific inputs. The fair values of all positions include assumptions made on the recoverability based on the counterparty’s and the Consolidated Entity’s credit risk.

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APT Investment Trust

Notes to the condensed consolidated financial statements (continued)

For the half year ended 31 December 2014

1. Significant accounting policies (continued)

Segment information

The Consolidated Entity has one reportable segment being energy infrastructure investment and operation.

The Consolidated Entity is an investing entity within the Australian Pipeline Trust stapled group. As the Consolidated Entity only operates in one segment, it has not disclosed segment information separately.

2. Revenue

Profit before income tax includes the following items of income:

31 Dec 31 Dec
2014 2013
$000 $000
Revenue
Distributions
Trust distribution - related party 11,584 11,782
Other entities 63 63
11,647 11,845
Finance income
Interest - related parties 7,282 7,497
Gain/(loss) on financial asset held at fair value through profit and loss 542 (485)
Finance lease income - related party 268 283
8,092 7,295
Other revenue
Other 120 100
Total revenue 19,859 19,240

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APT Investment Trust

Notes to the condensed consolidated financial statements (continued)

For the half year ended 31 December 2014

3. Distributions

31 Dec 31 Dec 31 Dec 31 Dec
2014 2014 2013 2013
cents per Total cents per Total
security $000 security $000
Recognised amounts:
Final distribution paid on 10 September 2014
(2013: 11 September 2013)
Profit distribution(a) 2.33 19,465 2.32 19,424
Capital distribution - - 0.16 1,313
2.33 19,465 2.48 20,737
Unrecognised amounts:
Interim distribution payable on 18 March 2015(b)
(2014: 12 March 2014)
Profit distribution(a) 2.38 19,859 2.30 19,241
Capital distribution - - 0.15 1,295
2.38 19,859 2.45 20,536

(a) Profit distributions unfranked (2013: unfranked).

(b) Securities trade "ex distribution" 22 December 2014 with record date 24 December 2014.

The interim distribution in respect of the financial year has not been recognised in the half year as the distribution was not declared, determined or publicly confirmed prior to 31 December 2014.

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APT Investment Trust

Notes to the condensed consolidated financial statements (continued)

For the half year ended 31 December 2014

4. Issued capital

31 Dec 30 Jun
2014 2014
Note $000 $000
980,915,109 securities, fully paid (2013: 835,750,807 securities, fully paid)(a) 800,215 576,172
No. of units
000 $000
Movements
Balance at beginning of financial year 835,751 576,172
Issue of securities under entitlement offer 8 145,164 228,438
Less transaction costs relating to the issue of securities (4,395)
Balance at end of financialperiod 980,915 800,215

(a) Fully paid securities carry one vote per security and carry the right to distributions. New securities issued under the entitlement offer are not eligible for the FY2015 interim distribution, but otherwise rank equally with existing securities from allotment.

Changes to the then Corporations Law abolished the authorised capital and par value concept in relation to issued capital from 1 July 1998. Therefore, the Trust does not have a limited amount of authorised capital and issued securities do not have a par value.

31 Dec 30 Jun
2013 2013
$000 $000
Securities, fully paid (a) 577,467 578,780
No. of units
000 $000
Movements
Balance at beginning of financial period 835,751 578,780
Capital distributions paid (1,313)
Balance at end of financialperiod 835,751 577,467

(a) Fully paid securities carry one vote per security and carry the right to distributions.

Post balance date movement in number of fully paid securities on issue No. of
securities
Closing balance as at 31 December 2014 980,915,109
Issue of securities under entitlement offer 8 133,392,260
Closingbalance as at date of this report 1,114,307,369

10

APT Investment Trust

Notes to the condensed consolidated financial statements (continued)

For the half year ended 31 December 2014

5. Earnings per security

31 Dec 31 Dec
2014 2013
(Restated)
Basic and diluted earningsper security (cents) 2.3 2.2

The earnings and weighted average number of ordinary securities used in the calculation of basic and diluted earnings per security are as follows:

31 Dec 31 Dec
2014 2013
Net profit attributable to securityholders for calculating basic and diluted earnings per
security ($000) 19,859 19,240
31 Dec 31 Dec
2014 2013
(Restated)
No. of No. of
securities securities
000 000
Weighted average number of ordinary securities used in calculating basic and diluted earnings
per security 878,124 865,977

On 23 December 2014, APA Group issued 145,164,302 new ordinary securities on completion of the institutional component and early acceptance period of the retail component of the fully underwritten rights issue. The issue was offered at $6.60 per security, a discount to APA Group's closing market price of $7.67 per security on 9 December 2014, the last trading day before the record date of the entitlement offer of 15 December 2014. The number of securities used for the current and prior period calculation of earnings per security have been adjusted for the discounted rights issue. An adjustment factor of 1.036 has been calculated, being the closing market price per security on 9 December 2014, divided by the theoretical ex-rights value (TERV) of $7.40 per security.

The remaining allocation of the retail component for the rights issue was completed in late January 2015 and is detailed in Note 4.

6. Contingent liabilities and contingent assets

At 31 December 2014, there are no material contingent liabilities or contingent assets (2013: $nil).

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APT Investment Trust

Notes to the condensed consolidated financial statements (continued)

For the half year ended 31 December 2014

7. Financial instruments

Fair value of financial instruments

Fair value measurements recognised in the statement of financial position

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable.

  • Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.

  • Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

  • Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

There have been no transfers between the levels during the 6 months to 31 December 2014 (year ended 30 June 2014: none). Transfers between levels of the fair value hierarchy occur at the end of the reporting period. Transfers between level 1 and level 2 are triggered when there are quoted prices available in active markets. Transfers into level 3 are triggered when the observable inputs become no longer observable, or vice versa for transfer out of level 3.

Fair value of the Consolidated Entity's financial assets and liabilities that are measured at fair value on a recurring basis

The fair values of financial assets and financial liabilities are measured at the end of each reporting period and determined as follows:

Available-for-sale listed equity securities

The fair values of available-for-sale financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices. These instruments are classified in the fair value hierarchy at level 1.

Unlisted redeemable ordinary shares

The financial statements include redeemable ordinary shares ("ROS") held in an unlisted entity which are measured at fair value. The fair market value of the ROS is derived from a binomial tree model, which includes some assumptions that are not able to be supported by observable market prices or rates. The model maps different possible valuation paths of three distinct components:

  • ●value of the debt component;

  • ●value of the ROS discretionary dividends; and

  • ●value of the option to convert to ordinary shares.

In determining the fair value, the following assumptions were used:

  • the risk adjusted rate for the ROS is estimated as the required rate of return based on projected cash flows to equity at issuance assuming the ROS price at issuance ($0.99) and the ordinary price at issuance ($0.01) are at their fair value;

  • the risk free rate of return is 2.21% (30 June 2014: 2.93%) per annum and is based upon an interpolation of the three and five year Government bond rates at the valuation date;

  • a credit margin of 7% is added to the risk free rate. The credit margin is reviewed and adjusted (where required) annually;

  • ●the ROS discretionary dividends are estimated based on an internal forecasted cash flow model; and

  • the value of the option to convert is deemed to be zero (30 June 2014: zero). For conversion to occur, a number of conditions must be met. At the reporting date, it was deemed highly unlikely these conditions would occur based on an internal forecasting model.

These instruments are classified in the fair value hierarchy at level 3.

12

APT Investment Trust

Notes to the condensed consolidated financial statements (continued)

For the half year ended 31 December 2014

7. Financial instruments (continued)

Fair value of financial instruments (continued)

Unlisted Redeemable ordinary shares (continued)

The fair value is impacted by the following unobservable inputs:

  • ●an increase in the discount rate will result in a decrease in the fair value;

  • ●an increase in discretionary dividends will result in a increase in the fair value; and

  • ●meeting conditions to trigger the conversion of the option would result in an increase in the fair value.

Fair value hierarchy

Fair value hierarchy
As at 31 December 2014
Level 1 Level 2 Level 3 Total
$000 $000 $000 $000
Financial assets measured at fair value
Available-for-sale listed equity securities
Ethane Pipeline Income Fund 2,521 - - 2,521
Unlisted Redeemable Ordinary Shares
Energy Infrastructure Investments - - 35,008 35,008
2,521 - 35,008 37,529
As at 30 June 2014
Level 1 Level 2 Level 3 Total
$000 $000 $000 $000
Financial assets measured at fair value
Available-for-sale listed equity securities
Ethane Pipeline Income Fund 1,523 - - 1,523
Unlisted Redeemable Ordinary Shares
Energy Infrastructure Investments - - 34,427 34,427
1,523 - 34,427 35,950

Reconciliation of Level 3 fair value measurements of financial assets

Reconciliation of Level 3 fair value measurements of financial assets
Fair value through
Profit or Loss
31 Dec 30 Jun
2014 2014
$000 $000
Opening balance 34,427 34,807
Total gains or losses:
- in profit or loss: Interest - related parties 1,674 4,245
- in profit or loss: Gain/(loss) on financial asset held at fair value through profit and loss 542 (342)
Distributions (1,635) (4,283)
Closingbalance 35,008 34,427

13

APT Investment Trust

Notes to the condensed consolidated financial statements (continued)

For the half year ended 31 December 2014

8. Events occurring after reporting date

On 10 December 2014, APA Group announced it had entered into an agreement with a member of the BG Group to acquire the QCLNG pipeline for US$5,000 million (AU$6,049 million) through the acquisition of the shares in QCLNG Pipeline Pty Limited. The acquisition will be funded through a combination of an equity raising of AU$1,838.5 million by way of a fully underwritten accelerated renounceable entitlement offer and a US$4,100 million fully committed 2 year bridge facility (which is intended to be refinanced progressively in US$ in a number of bank or bond markets). Completion is subject to a number of conditions with financial close expected to occur early in the second quarter of 2015.

On 23 December 2014, APA Group had issued 145,164,302 new APA stapled securities under the Institutional and Early Retail Entitlement component of the accelerated renounceable entitlement offer at a total value of $958.1 million.

On 20 January 2015, APA Group successfully completed the retail component (Retail Entitlement Offer) of its fully underwritten 1 for 3 accelerated renounceable entitlement offer of new APA stapled securities, issuing 76,130,744 securities and taking gross proceeds raised under the retail component to $592.8 million. On 21 January 2015, APA Group successfully completed the Retail Shortfall Bookbuild under the Retail Entitlement Offer, the final stage of APA Group's equity raising, issuing 57,261,516 of new APA stapled securities, receiving net proceeds $377.9 million once Retail Premiums ($1.00 for each New Security not taken up under the Retail Entitlement Offer) were paid to retail securityholders who did not take up their entitlements and ineligible retail securityholders. This completes APA Group's equity raising of $1,838.5 million, resulting in the number of securities on issue increasing by 278,556,562, from 835,750,807 to 1,114,307,369.

On 25 February 2015, the Directors declared an interim distribution of 2.38 cents per security ($19.9 million). The distribution represents a 2.38 cents per security unfranked profit distribution. The distribution will be paid on 18 March 2015.

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APT Investment Trust

Declaration by the Directors of Australian Pipeline Limited

For the half year ended 31 December 2014

The Directors declare that:

  • (a) in the Directors’ opinion, there are reasonable grounds to believe that APT Investment Trust will be able to pay its debts as and when they become due and payable; and

  • (b) in the Directors’ opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with Accounting Standards and give a true and fair view of the financial position and performance of APT Investment Trust and its controlled entities.

Signed in accordance with a resolution of the Directors of the Responsible Entity made pursuant to section 303(5) of the Corporations Act 2001.

On behalf of the Directors

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Leonard Bleasel AM Chairman

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Robert Wright Director

SYDNEY, 25 February 2015

15

Deloitte Touche Tohmatsu A.B.N. 74 490 121 060

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Grosvenor Place 225 George Street Sydney NSW 2000 PO Box N250 Grosvenor Place Sydney NSW 1220 Australia

DX 10307SSE Tel: +61 (0) 2 9322 7000 Fax: +61 (0) 2 9322 7001 www.deloitte.com.au

The Directors Australian Pipeline Limited as responsible entity for APT Investment Trust HSBC Building Level 19, 580 George Street Sydney NSW 2000

25 February 2015

Dear Directors

Auditors Independence Declaration to Australian Pipeline Limited as responsible entity for APT Investment Trust

In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Australian Pipeline Limited as responsible entity for APT Investment Trust.

As lead audit partner for the review of the financial statements of APT Investment Trust for the half year ended 31 December 2014, I declare that to the best of my knowledge and belief, there have been no contraventions of:

  • (i) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

  • (ii) any applicable code of professional conduct in relation to the review.

Yours faithfully

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DELOITTE TOUCHE TOHMATSU

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A V Griffiths Partner Chartered Accountants

Liability limited by a scheme approved under Professional Standards Legislation.

Member of Deloitte Touche Tohmatsu Limited

16

Deloitte Touche Tohmatsu A.B.N. 74 490 121 060

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Grosvenor Place 225 George Street Sydney NSW 2000 PO Box N250 Grosvenor Place Sydney NSW 1220 Australia

DX 10307SSE Tel: +61 (0) 2 9322 7000 Fax: +61 (0) 2 9322 7001 www.deloitte.com.au

Independent Auditor’s Review Report to the Unitholders of APT Investment Trust

We have reviewed the accompanying half-year financial report of APT Investment Trust, which comprises the condensed consolidated statement of financial position as at 31 December 2014, the condensed consolidated statement of profit or loss and other comprehensive income, the condensed consolidated statement of changes in equity, the condensed consolidated statement of cash flows for the half-year ended on that date, selected explanatory notes and the directors’ declaration of the consolidated entity comprising the Trust and the entities it controlled at the end of the half-year or from time to time during the half-year as set out on pages 3 to 15.

Directors’ Responsibility for the Half-Year Financial Report

The directors of Australian Pipeline Limited as responsible entity for APT Investment Trust are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity’s financial position as at 31 December 2014 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of APT Investment Trust, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Liability limited by a scheme approved under Professional Standards Legislation.

Member of Deloitte Touche Tohmatsu Limited

17

Auditor’s Independence Declaration

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of Australian Pipeline Limited as responsible entity for APT Investment Trust, would be in the same terms if given to the directors as at the time of this auditor’s review report.

Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of APT Investment Trust is not in accordance with the Corporations Act 2001 , including:

  • (a) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2014 and of its performance for the half-year ended on that date; and

  • (b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

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DELOITTE TOUCHE TOHMATSU

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A V Griffiths Partner Chartered Accountants Sydney, 25 February 2015

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