LENDLEASE GROUP — Annual Report 2012

Aug 29, 2012

ASX Announcement

Results for Announcement to the Market Preliminary Final Report – Listing Rule 4.3A

30 August 2012

Lend Lease Group today announces its results for the year ended 30 June 2012. Attached are the following documents:

• Preliminary Final Report (Appendix 4E)
• Full Year Consolidated Financial Report
• Management Discussion & Analysis of Financial Condition and Results of Operations
• Portfolio Report
• Five Year Profile
• Directors' Report
• Consolidated Financial Statements
• Independent Auditor's Report

For further information, please contact:

Investor Relations: Corporate Affairs:

Sally Cameron Iwona Polski Tel:02 9236 6464 Tel: 02 9237 5034

Group Executive - Investor Relations Media & External Communications Manager

Lend Lease Corporation Limited ABN 32 000 226 228 and Lend Lease Responsible Entity Limited ABN 72 122 883 185 AFS Licence 308983 as responsible entity for Lend Lease Trust ABN 39 944 184 773 ARSN 128 052 595

Millers Point NSW 2000 www.lendlease.com Australia

Level 4, 30 The Bond Telephone +61 2 9236 6111 30 Hickson Road Facsimile +61 2 9252 2192

Lend Lease Group

Appendix 4E

Lend Lease Group ('the Group') comprises Lend Lease Corporation Limited ('the Company') ABN 32 000 226 228 and Lend Lease Trust ('LLT') ARSN 128 052 595 the responsible entity of which is Lend Lease Responsible Entity Limited ABN 72 122 883 185

Preliminary Final Report for the financial year ended 30 June 2012 (previous corresponding period being the financial year ended 30 June 2011)

Results for Announcement to the Market

Profit After Tax
	June 2012 A\$m	June 2011 A\$m	% Change
Revenue	11,547.5	8,926.7	29.4
Profit after tax attributable to securityholders	501.4	492.8	1.7

Stapling of the Company Shares and LLT Units

Shares in the Company and units in LLT are traded as one security under the name of Lend Lease Group on the Australian Securities Exchange ('ASX'). The Company is deemed to control LLT for accounting purposes and therefore LLT is consolidated into the Group's financial report. The issued units of LLT, however, are not owned by the Company and are therefore presented as non controlling interests in the consolidated entity statement of financial position within equity, notwithstanding that the unitholders of LLT are also the shareholders of the Company.

Distributions

	Amount per security	Franked amount per security
Interim distribution – paid 30 March 2012	16.0 cents	0.0 cents
Final distribution – payable 28 September 2012	22.0 cents	0.0 cents
Total amount per security	38.0 cents	0.0 cents

The final distribution is unfranked and sourced from the Conduit Foreign Income ('CFI') account.

The record date for determining entitlement to the final distribution is 12 September 2012 ('Record Date') and the distribution is payable on 28 September 2012. There were no distributions declared or paid by Lend Lease Trust in respect of the financial year ended 30 June 2012.

The Group's Distribution Reinvestment Plan ('DRP') was reactivated in February 2011. The last date for receipt of an election notice for participation in the DRP is 11 September 2012. The issue price is the arithmetic average of the daily volume weighted average price of Lend Lease stapled securities traded (on the Australian Securities Exchange) for the period of five consecutive business days immediately following the Record Date. If that price is less than 50 cents, the issue price will be 50 cents. Stapled securities issued under the DRP rank equally with all other stapled securities on issue.

Additional Information

	June 2012	June 2011
Net tangible assets per security	\$4.38	\$4.05

The Annual General Meeting

The Annual General Meeting will be held in Ballroom 1, The Westin Hotel, 1 Martin Place, Sydney, NSW at 10:00am on Thursday 15 November 2012. The Annual Report will be available in October 2012.

The remainder of the information requiring disclosure to comply with listing rule 4.3A is contained in the attached June 2012 Management Discussion and Analysis and the audited June 2012 Annual Consolidated Financial Report.

Overview 1
Introduction 1
Results Summary 1
Securityholder Returns 3
Distributions 3
Group Funding 4
Cash Flow 4
Investments 5
Property Investment Revaluations 5
Australia 6
Key Financial Results 6
Development 6
Construction 9
Investment Management 10
Infrastructure Development 10
Asia 11
Key Financial Results 11
Development 11
Construction 11 Investment Management 12
Europe 13
Key Financial Results 13
Development 13
Construction 14
Investment Management 14
Infrastructure Development 14
Americas 15
Key Financial Results 15
Development 15
Construction 16
Investment Management 16
Infrastructure Development 17
Corporate 18
Key Financial Results 18
Group Services 18
Group Treasury 18
Appendix 1 – Operating Results by Region Detail 19 Appendix 2 – Operating Results by Line of Business Detail 20

The following management discussion and analysis is based on the Lend Lease Group (the Group) Consolidated Financial Statements for the year ended 30 June 2012 and should be read in conjunction with those financial statements. All currency amounts in the MD&A are expressed in Australian dollars unless otherwise specified.

Overview

Introduction

Lend Lease's vision, to create the best places, supports its strategic direction 'to be the leading international property and infrastructure group'. The Group has clear priorities and is currently focused on delivery and execution of its major projects, disciplined portfolio management, driving operational efficiencies and allocating capital to key growth platforms.

The Group operates a regional management structure focused on four major geographic regions: Australia, Asia, Europe and the Americas. The regional business units operate across four lines of business, as follows:

• The Development business operates in all four major geographic regions and is involved in the development of master-planned urban communities, inner-city mixed-use developments, apartments, retail, commercial and the retirement living and aged care sector;
• The Construction business operates in all four major geographic regions providing project management, engineering and construction services;
• The Investment Management business operates in Australia, Asia and Europe and provides real estate investment management, retail property management and asset management services. This business includes the Group's ownership interests in property investments held directly or indirectly through investments in the Group managed funds; and
• The Infrastructure Development business operates in Australia, Europe and the Americas and manages and invests in Public Private Partnership (PPP) projects.

Results Summary		Revenue		EBITDA	Profit/(Loss) After Tax1,2
	June 2012 A\$m	June 2011 A\$m	June 2012 A\$m	June 2011 A\$m	June 2012 A\$m	June 2011 A\$m
Australia	7,411.3	5,099.5	501.2	385.7	429.9	281.4
Asia	740.9	422.3	116.1	54.4	106.2	46.1
Europe	1,325.5	1,488.5	114.5	149.3	101.9	137.4
Americas	2,088.1	1,934.7	77.7	247.8	36.0	156.6
Total Operating Businesses	11,565.8	8,945.0	809.5	837.2	674.0	621.5
Group Services Group Treasury	5.3 38.6	12.7 56.4	(119.6) (25.6)	(114.9) (11.6)	(90.0) (76.8)	(86.9) (49.3)
Total Corporate	43.9	69.1	(145.2)	(126.5)	(166.8)	(136.2)
Total Operating3	11,609.7	9,014.1	664.3	710.7	507.2	485.3
Property Investment Revaluations			(4.8)	10.7	(5.8)	7.5
Total Statutory	11,609.7	9,014.1	659.5	721.4	501.4	492.8

1 Profit after tax is after adjusting for the profit attributable to non controlling interests of A\$1.7 million (June 2011: A\$0.4 million).

2 The foreign exchange rates applied to the Income Statement for the year to 30 June 2012 are A\$1 = £0.65 (June 2011: A\$1 = £0.63), A\$1 = US\$1.04 (June 2011: A\$1 = US\$1) and A\$1 = S\$1.30 (June 2011: A\$1 = S\$1.28).

3 The Group's Statutory results are prepared in accordance with International Financial Reporting Standards (IFRS) and are presented in the audited consolidated financial statements. The Operating results are non-IFRS measures which are used by the Group to measure and assess performance, and make decisions on the allocation of resources. The operating results exclude certain unrealised property investment revaluation gains and losses which are identified in the audited consolidated financial statements.

The Group's operating profit after tax for the year ended 30 June 2012 increased by 4.5% to A\$507.2 million. Operating profit after tax was negatively impacted by foreign exchange movements of A\$5.3 million due to a strengthening of the Australian dollar compared with the prior year.

The Group's statutory profit after tax for the year ended 30 June 2012 was A\$501.4 million (June 2011: A\$492.8 million), which includes net property investment revaluation losses after tax of A\$5.8 million (June 2011: profit after tax of A\$7.5 million).

Overview

Results Summary

The Group made further progress implementing its strategy in the year, seeing the benefit of earnings from the integration of the infrastructure business in Australia, recycling capital in all regions and continuing to achieve key milestones on the planning, delivery and execution on key development projects.

Australia

In Australia, profit after tax increased by A\$148.5 million to A\$429.9 million, primarily due to higher profit from the Construction business, which included the results of the infrastructure business that was acquired on 10 March 2011. The results also include the recognition of tax deductions associated with the retirement living and aged care business, the sale of the New Zealand Retail Portfolio to Lend Lease Real Estate Partners New Zealand Fund (LLREPNZ) and the sale of the Group's equity interest in the South Australian New Schools PPP project.

The Australian business continued to progress its development pipeline. The Group secured agreements with tenants for the first two commercial towers at Barangaroo South, Sydney, New South Wales (NSW). These pre-commitments represent 71% of the commercial floor space of the two towers. Subsequent to 30 June 2012, the Group announced the launch of a new commercial open-ended property trust which secured A\$2.0 billion of commitments for the funding and development of the first two commercial towers. The Group will invest up to 25% (A\$500.0 million) of the total commitment in the first two towers to be progressively drawn down over the development period. In addition, the cornerstone investors will have the opportunity to invest further equity in the funding of the third commercial tower.

The integration of the infrastructure business continues to progress well and the business is delivering results that exceed expectations determined by the Group during the acquisition process. The infrastructure business had secured backlog revenue of A\$6.7 billion as at 30 June 2012, with recently secured projects including A\$383.0 million of Regional Rail Link projects in Melbourne, Victoria, and a A\$211.0 million earthworks contract for the Caval Ridge mine project in central Queensland secured during May 2012, and a A\$316.0 million project to widen the M5 Motorway in Sydney, NSW, secured during June 2012. Together with project management and construction, which has a solid pipeline of internal development work and a number of government projects, the combined Construction business in Australia had total backlog revenue of A\$9.3 billion as at 30 June 2012, an increase of 8% on the A\$8.6 billion of backlog revenue at 30 June 2011. Subsequent to 30 June 2012, the Group announced that it had been selected as part of the successful consortium by Queensland Health to deliver the A\$2.0 billion Sunshine Coast University Hospital.

Weak consumer sentiment continues to impact the residential market in Australia, resulting in lower enquiry levels, longer conversion times and lower trading levels in the year ended 30 June 2012. This has also impacted inventory values on certain projects by A\$27.7 million after tax in the second half of the financial year. The Group continues to invest in growth opportunities and increased its presence in Western Australia (WA), being selected by the Metropolitan Redevelopment Authority (MRA) as the preferred proponent for the A\$1.0 billion Waterbank mixed-use redevelopment in Perth.

Asia

In Asia, profit after tax increased by A\$60.1 million to A\$106.2 million. The improved result is primarily due to the partial sell down of the Group's interest in the Asia Pacific Investment Company No. 2 Limited (APIC 2) during June 2012, higher contributions from the construction businesses in Japan and Singapore and increased earnings from development projects in the region. There continue to be relatively strong market fundamentals in the Asia region and the Group secured a number of projects in the Construction business, including a new telecommunication project rollout in Japan and the construction of a pharmaceutical plant in Singapore.

Europe

In Europe, profit after tax decreased by A\$35.5 million to A\$101.9 million, driven by the timing and nature of capital recycling during the year. The prior year result included the sale of the Group's interest in 11 UK PPP assets to the Lend Lease PFI/PPP Infrastructure Fund LP (the UKIF), sale of the Group's interest in the Pier Walk Office Building at Greenwich and sale of its stake in the Lend Lease Overgate Partnership. The current year result includes the sale of equity in a further five UK healthcare, waste and education PPP assets to the UKIF and sale of the Group's ownership interest in the Chelmsford Meadows shopping centre. During June 2012, the Group announced a conditional sale of its stake in Greenwich Peninsula Regeneration Limited to Quintain Estates and Developments PLC (QED). Subsequent to year end, the shareholders of QED voted to approve the transaction and the sale has now completed. The Group will recognise this sale in the 2013 financial year.

Uncertainty regarding the European debt crisis and tough economic conditions continue to make trading difficult across the Group's UK and Europe business. However, the business remains well placed, with its major UK urban regeneration projects expected to contribute earnings as the market recovers.

Overview

Results Summary

Americas

In the Americas, profit after tax decreased by A\$120.6 million to A\$36.0 million. The prior year result included A\$101.7 million profit after tax relating to the sale of the Group's 50% ownership interest in the King of Prussia shopping mall. The sale was subsequently completed in August 2011. The result for the year was also impacted by A\$21.0 million after tax relating to the settlement of the investigation by the US Attorney's Office for the Eastern District of New York into the New York construction business' past billing practices and its use of minority owned enterprises.

The Infrastructure Development business successfully secured additional development scope at the US Department of the Army Island Palm Communities project in Hawaii. It also achieved financial close and secured US\$275.0 million in non-recourse project funding to deliver the second phase of the US Department of the Army's Privatization of Army Lodging (PAL) program, and was awarded the third and final phase of this program.

In the Development business, substantial completion was achieved on the first asset developed under the Healthcare Development acquisition (formerly Lend Lease DASCO), and the Group has preferred positions on US\$76.2 million of further projects.

Corporate

Group Services costs after tax increased by A\$3.1 million to A\$90.0 million and include costs associated with the Group's business transformation program.

Group Treasury costs increased principally due to reduced interest income on the Group's cash balances and an increase in hedging costs arising on the Group's material foreign currency cash flows in the current year.

Securityholder Returns

		June 2012	June 2011
Earnings per security (EPS) on statutory profit after tax1	cents	87.7	86.9
EPS on operating profit after tax1	cents	88.7	85.6
Return on equity (ROE) on statutory profit after tax2	%	13.4	14.2

1 EPS is calculated using the weighted average number of securities on issue, including treasury securities.

2 ROE is calculated as the annual statutory profit after tax divided by the weighted average equity for the year.

Distributions

A final distribution of 22 cents per security, unfranked, will be paid on 30 September 2012 (June 2011: 15 cents per security, unfranked). Together with the interim distribution of 16 cents per security, unfranked (December 2010: 20 cents per security, 50% franked), this represents a payout ratio of 43% of operating profit after tax for the year ended 30 June 2012.

Overview

Group Funding

		June 2012	June 2011
Net debt1,5	A\$m	655.2	875.4
Gross borrowings to total tangible assets2,5	%	14.6	17.7
Net debt to total tangible assets, less cash3,5	%	6.5	8.9
Interest coverage4	times	6.0	6.7

1 Borrowings, including certain other financial liabilities, less cash.

2 Borrowings, including certain other financial liabilities, divided by total tangible assets.

3 Net debt divided by total tangible assets, less cash.

4 Operating EBITDA plus interest income, divided by interest finance costs, including capitalised finance costs.

5 The foreign exchange rates applied to the Statement of Financial Position as at 30 June 2012 are A\$1 = £0.62 (June 2011: A\$1 = £0.65), A\$1 = US\$1.00 (June 2011: A\$1 = US\$1.07) and A\$1 = S\$1.26 (June 2011: A\$1 = S\$1.32).

The Group had net debt as at 30 June 2012 of A\$655.2 million, including certain other financial liabilities of A\$256.0 million (June 2011: A\$227.7 million).

The average maturity of the Group's drawn debt at 30 June 2012 was 4.7 years, with the earliest maturity date being October 2012 in relation to US\$100.0 million of guaranteed senior notes. As at 30 June 2012, the mix of borrowings, adjusted for interest rate swaps and including other financial liabilities, is 77% at fixed rates and 23% at floating rates. During the year ended 30 June 2012 the Group made a net repayment of A\$377.6 million of borrowings.

In July 2011 the Group secured a three year A\$700.0 million syndicated bonding facility; this facility replaced a bridge facility put in place at the time of the infrastructure business acquisition. This facility limit was further increased in November 2011 when an additional A\$255.0 million in bonding facilities was secured by the Group.

On 24 July 2012, the Group issued S\$275.0 million (A\$211.6 million) of Singapore dollar denominated senior unsecured notes, maturing in July 2017. The fixed rate notes were priced at par and pay interest at 4.625 per cent per annum, payable semiannually. The terms of the notes are consistent with the Group's standard terms and conditions, including existing financial covenants. The proceeds will be used for general business purposes.

The Group is in a strong liquidity position with cash and cash equivalents of A\$957.9 million as at 30 June 2012. In addition, the Group had undrawn committed bank facilities of A\$1,242.5 million.

Cash Flow

	June 2012 A\$m	June 2011 A\$m
Net cash (used in) operating activities	(46.1)	(42.2)
Net cash provided by/(used in) investing activities	505.4	(687.0)
Net cash (used in)/provided by financing activities	(566.0)	216.3
Effect of foreign exchange rate movements on cash and cash equivalents	18.4	(76.8)
Net (decrease) in cash and cash equivalents	(88.3)	(589.7)

Operating cash outflows of A\$46.1 million represent the underlying cash flows from the Group's operating businesses and includes A\$593.5 million of investment in new development projects (June 2011: A\$584.3 million).

Investing cash inflows of A\$505.4 million includes the proceeds from the sale of the Group's ownership interests in the King of Prussia and Chelmsford Meadows shopping malls, APIC 2 in Singapore and the UK PPP assets, partly offset by new investments in the year. The outflow in the prior year primarily related to the acquisition of the Infrastructure business in March 2011.

Financing cash outflows of A\$566.0 million primarily relate to a A\$377.6 million net repayment of the Group's borrowings and distribution payments in the year.

Overview

Investments

	Lend Lease Share of Income1 June 2012 A\$m	Lend Lease Share of Income1 June 2011 A\$m	Market Value2 June 2012 A\$m	Market Value2 June 2011 A\$m
Australia	14.2	19.5	202.2	315.8
Asia	11.3	11.5	261.4	322.0
Europe	42.5	42.8	843.2	851.4
Americas	6.9	27.1		496.5
Total	74.9	100.9	1,306.8	1,985.7

1 Represents the Group's share of income before tax from investments, net of direct expenses and allocated overhead. The Group's share of income excludes earnings from assets under development by the Group and unrealised property investment revaluations.

2 Market value represents the Group's assessment of the value of its interest in the underlying assets and is net of project specific debt.

The Group held property investments, directly or indirectly, with a market value of A\$1.3 billion as at 30 June 2012. The market value of property investments has been impacted by positive foreign exchange movements of A\$93.5 million during the year.

The decrease in value of the Australia investments is primarily due to the sale of the Group's ownership interest in the New Zealand Retail Portfolio in December 2011 for a consideration of A\$153.9 million (NZ\$197.0 million).

The decrease in the Asia assets is primarily due to the sell down of the Group's interest in APIC 2 during June 2012 from 21.1% to 4.9% for a consideration of A\$115.0 million (S\$144.0 million).

The decrease in the market value of Europe assets is due to the sale of the Group's interest in the Chelmsford Meadows shopping centre for a consideration of A\$64.0 million, partially offset by an increase in the value of the Group's interest in Bluewater of A\$50.3 million and additional investments in the UKIF of A\$4.5 million.

The value of 100% of Bluewater at 30 June 2012 increased by 2% to £1,605.5 million (A\$2,589.5 million). The value of the Group's 30% direct interest in Australian dollars increased by 7% to A\$776.9 million, due to positive foreign exchange movements. As Bluewater is held as inventory, the asset is measured at cost in the financial statements, which at 30 June 2012 was A\$445.4 million (June 2011: A\$400.0 million).

In August 2011, the Group completed the sale of its 50% ownership interest in the King of Prussia shopping mall. Income recognised in the period to 30 June 2012 represents the Group's share of operating income from the mall prior to completion.

Property Investment Revaluations

	Unrealised Revaluation Gain/(Loss) Before Tax June 2012 A\$m	Unrealised Revaluation Gain/(Loss) Before Tax June 2011 A\$m	Unrealised Revaluation Gain/(Loss) After Tax June 2012 A\$m	Unrealised Revaluation Gain/(Loss) After Tax June 2011 A\$m
Australia	2.5	1.0	1.5	1.0
Asia		13.6		9.5
Europe	(7.3)	(3.9)	(7.3)	(3.0)
Total Property Investment Revaluations	(4.8)	10.7	(5.8)	7.5

Property investment revaluations relate to unrealised gains and losses on certain property investments held by the Group and are based on the Group's assessment of the market value of its interest in the underlying assets. This excludes any revaluations on assets under development which arise from the Group's development activities and are included within the operating profit after tax. The net unrealised revaluation loss after tax of A\$5.8 million recognised in the current year was primarily attributable to a decrease in the market value of certain UK property investments, partly offset by an increase in the market value of the Group's retail property investments in Australia. In Asia, the group sold down its interest in APIC 2 during June 2012.

Australia

Key Financial Results

The key financial results for the Australia region are summarised below.

	Revenue		EBITDA		Profit/(Loss) After Tax
	June 2012 A\$m	June 2011 A\$m	June 2012 A\$m	June 2011 A\$m	June 2012 A\$m	June 2011 A\$m
Development	528.1	729.4	72.5	189.7	158.4	159.0
Construction	6,616.8	4,278.8	358.3	164.0	223.5	101.9
Investment Management	253.0	90.6	62.8	44.5	43.3	30.0
Infrastructure Development	13.4	0.7	7.6	(12.5)	4.7	(9.5)
Total Australia	7,411.3	5,099.5	501.2	385.7	429.9	281.4

In Australia, profit after tax increased by A\$148.5 million to A\$429.9 million, primarily due to higher profit from the Construction business, which includes the results of the infrastructure business that was acquired on 10 March 2011. Profit after tax in the Development segment includes the recognition of tax deductions associated with the retirement living and aged care business. The results of the Development business were impacted by reduced residential activity in the period which has also impacted inventory values on certain projects. In addition, the prior year Development result included profit from the sale of the Group's interest in the Hyatt Coolum development. The current year results also include the sale of the New Zealand Retail Portfolio to LLREPNZ and the sale of the Group's equity interest in the South Australian New Schools PPP project by the Investment Management and Infrastructure Development businesses, respectively.

Development

Residential and Commercial

Residential and commercial includes the development of residential land lots; residential built-form (including houses, terraces and apartments); and commercial projects (including mixed-use, retail, office, hotels, light industrial and social infrastructure). Sales results by product line are detailed below.

	Residential Land Lots		Residential Built-Form		Commercial3		Total
	June 2012	June 2011	June 2012	June 2011	June 2012	June 2011	June 2012	June 2011
Settlements1
Number of units	2,059	2,299	523	172			2,582	2,471
Gross sales value (A\$m)	460.5	497.2	549.9	205.6	90.2	208.1	1,100.6	910.9
Pre-sales1,2
Number of units	1,369	1,443	390	517			1,759	1,960
Gross sales value (A\$m)	277.9	312.1	288.7	501.9	87.0	85.6	653.6	899.6

1 Includes 100% of joint venture projects and therefore will not necessarily correlate with the Group's profit after tax.

2 Pre-sales represents contracts entered into prior to 30 June 2012 that have not settled and therefore do not form part of profit after tax in the current year. These sales are expected to settle in future years.

3 The number of units settled and pre-sales number of units are not relevant measures for the commercial segment above.

	June 2012	June 2011
Number of projects	39	37
Backlog – residential (number of units)1
 Zoned	70,120	56,040
 Unzoned	466	17,540
Backlog – residential (units)	70,586	73,580
Backlog – commercial (sqm/000s)	5,814	6,132

1 Backlog – residential includes the total number of units in both Group-owned and joint venture projects. The actual number of units for any particular project can vary as planning applications are approved.

Australia

Development

Retirement Living and Aged Care

Retirement living and aged care includes the development, management and ownership of retirement villages and aged care facilities. The key statistics for the business are detailed below.

Retirement Living1	June 2012	June 2011
Number of retirement villages	71	70
Number of retirement units	12,606	12,408
Number of primary retirement units settled	195	224
Gross sales value of primary retirement units settled (A\$m)	74.3	89.7
Number of resale retirement units settled	812	707
Gross sales value of resale retirement units settled (A\$m)	266.0	218.5
Aged Care1	June 2012	June 2011
Number of aged care facilities	30	30
Number of aged care beds	2,318	2,317
Aged care occupancy (%)	96.0	94.5
Retirement Living and Aged Care1	June 2012	June 2011
Development backlog1
 Retirement village units (with planning approval)	1,270	1,257
 Aged care beds (with licences)	583	299

1 Includes 100% of Group-owned, joint venture and managed properties.

Summary of trading for the development businesses in the year:

• Weak consumer sentiment continues to impact the residential market in Australia, resulting in lower enquiry levels, longer conversion times and lower trading levels in the year ended 30 June 2012. This has also impacted inventory values on certain projects by A\$27.7 million after tax in the second half of the financial year;
• The number of residential land lots settled decreased by 10% from the prior year to 2,059 units, principally as a result of fewer settlements in Victoria and South Australia, reflecting current market conditions and a number of projects approaching completion;
• The total number of residential land lot pre-sales decreased by 5% from the prior year to 1,369 units, reflecting current market conditions. These are expected to be recognised as settlements in future periods;
• The average price per residential land lot increased by 3% from A\$216,300 to A\$223,600, reflecting a change in the product mix compared to the prior year;
• Residential built-form unit settlements increased by 351 to 523, primarily due to practical completion being reached at Convesso and Serrata at Victoria Harbour, along with Silk and Antias at Jacksons Landing;
• The average price per residential built-form unit decreased by 12% to A\$1,051,000, reflecting the higher number of high value apartments at Sugar Dock and St Patricks settled in the prior year. The current year includes a high proportion of mid-market apartments settled at Serrata and Antias;
• The gross sales value of commercial projects of A\$90.2 million includes the sale of a commercial development located at 850 Collins Street, Melbourne. The prior year included the sale of Hyatt Coolum development land on the Sunshine Coast, along with 50% of the Group's interest in the adjoining Hyatt Coolum Resort;
• Retirement living achieved resales of 812 units across its owned and managed retirement village portfolio. As at 30 June 2012, retirement living held reservations for 143 retirement unit resales and 80 primary retirement unit sales which are expected to be completed in future years;
• The aged care operations were 96.0% occupied as at 30 June 2012 (June 2011: 94.5%).

Australia

Development

The Group achieved a number of key milestones on the Barangaroo South development in Sydney, NSW during the year:

• The NSW Government's Barangaroo Review, released in August 2011, confirmed the planning consent for the project and the findings provided improved certainty to enable the A\$6.0 billion project to proceed on schedule. Planning approvals for the basement and the three commercial towers have been granted and construction work commenced in October 2011;
• The Group secured agreements with tenants for the first two commercial towers on the site. These pre-commitments represent 71% of the commercial floor space of the two towers. Westpac Banking Corporation has entered into an agreement for lease to take approximately 70% of the commercial floor space in the first tower to be commenced. KPMG has entered into an agreement for lease in the second tower, which is conditional on funding. The Group is also committing to move its own offices to the second tower. Westpac, KPMG and the Group are expected to begin occupation over the period mid 2015 to early 2016;
• Subsequent to 30 June 2012, the Group announced the launch of a new commercial open-ended property trust securing \$2.0 billion of commitments for the funding and development of the first two commercial towers at Barangaroo South. The Group has received commitments from a number of cornerstone investors, including A\$1.0 billion from Canada Pension Plan Investment Board (CPPIB) and a combined A\$500.0 million from the Group managed Australian Prime Property Fund Commercial (APPFC) and two existing APPFC investors, First State Super and Telstra Super. The Group will invest up to 25% (A\$500.0 million) of the total commitment in the first two towers to be progressively drawn down over the development period. In addition, the cornerstone investors will have the opportunity to invest further equity in the funding of the third commercial tower;

• In addition, subsequent to 30 June 2012, the Group announced it had signed an exclusive dealing agreement with Crown Limited in relation to the development of a world class international hotel resort at Barangaroo South. The Group and Crown Limited will work towards achieving the necessary development approvals from the NSW Government for the hotel and will jointly develop the concept plan for the hotel. The Group is currently in negotiations with the NSW Government to finalise the hotel location.

• The Group was selected by the Metropolitan Redevelopment Authority (MRA) as the preferred proponent for the Waterbank site redevelopment in Perth, WA. The project is a four-hectare mixed-use precinct on the banks of the Swan River and is proposed to include over 700 residential apartments, a hotel, commercial offices, retail and substantial public spaces for residents and visitors. The project will be staged over 10 years and has an end development value of circa A\$1.0 billion. The Group is working with the MRA to negotiate and conclude a Project Delivery Agreement in the coming months;

• The Group sold a commercial development located at 850 Collins Street, Melbourne. The building, an A-grade commercial office building in Victoria Harbour, is currently under construction. On completion, the building will comprise eight-levels of office space and ground-floor retail. Global engineering firm Aurecon has pre-committed to leasing five of the office levels;
• The Group launched its first residential apartment development, The Green, at Brisbane's RNA Showgrounds in October 2011;
• The Group commenced pre-selling apartments, townhouses and heritage apartments at its Studio Nine, Richmond, Victoria site in May 2012;
• Construction commenced on the new A\$330.0 million Craigieburn Central shopping centre in Victoria. The centre will feature approximately 55,000 sqm of retail and is scheduled to open in late 2013. The Group is responsible for the development, project management and construction of the Centre. The Group managed Australian Prime Property Fund Retail (APPFR) holds a 75% interest in the development and The Group holds the remaining 25% interest;
• The Queensland Government has gazetted the Yarrabilba Development Scheme, clearing the way for a new community of more than 45,000 people. The gazetted Development Scheme covers the entire site of the Group's proposed Yarrabilba development, a master-planned urban community located south-east of Brisbane, Queensland. This is a significant planning development resulting in 14,590 residential land lots and 2,470 residential built-form units of backlog moving from unzoned to zoned. The first and second stages of the project have been released for sale;
• The Group acquired an urban development site at Stoneleigh, Logan Reserve, south-east of Brisbane, Queensland. The site is 48.3 hectares and will deliver approximately 470 lots;
• The Group signed the development agreement for the Atherstone master-planned urban community project in Melton, Victoria. The project will comprise 4,445 dwellings with an estimated end value of A\$1.2 billion;
• The Group acquired a four-hectare retirement village site in Isabella Plains, in the Australian Capital Territory, to develop 124 retirement units and a 3.5 hectare site was acquired in Calare, NSW to develop a new 120 bed aged care facility;
• The Group was awarded 349 aged care bed licences from the Department of Health and Aging 2011 Aged Care Approval Round, with 145 of the awarded bed licences for the expansion of existing facilities and the remaining 204 awarded bed licences for new developments. This provides a strong growth pipeline for the retirement living and aged care business.

Australia

Construction

	June 2012	June 2011
Revenue (A\$m)1	6,616.8	4,278.8
Gross profit margin (A\$m)1	563.5	308.4
Profit after tax (A\$m)	223.5	101.9
New work secured revenue (A\$m)	8,152.9	3,365.1
Backlog revenue (A\$m)	9,264.5	8,615.0

1 Excludes revenue and gross profit margin from joint venture projects which are accounted for using the equity method.

• Profit after tax increased by A\$121.6 million to A\$223.5 million and includes the results of the infrastructure business acquired in March 2011. The integration of the infrastructure business continues to progress well and the business is delivering results that exceed expectations determined by the Group during the acquisition process;
• Key projects contributing to earnings in the year included the Gold Coast University Hospital, Brisbane Supreme Court, Ipswich Motorway upgrade, Queensland Children's Hospital and Mackay Base Hospital Redevelopment in Queensland; the New Royal Children's Hospital in Melbourne and Convesso in Victoria Harbour; the Commonwealth New Building Project in Canberra; the Hume Highway upgrade, Hunter Expressway and Macleay River Bridges in New South Wales; and City Central Tower 8 in South Australia;
• Backlog revenue is the expected revenue to be realised in future financial years from contracts committed at the end of the year. Backlog revenue at 30 June 2012 of A\$9.3 billion includes A\$6.7 billion backlog revenue from the infrastructure business, with key projects including the Hunter Expressway, Pacific Highway upgrade from Tintenbar to Ewingsdale and the M5 West Widening in NSW; the Regional Rail Link projects in Melbourne, Victoria; the Queensland Children's Hospital and Cairns Base Hospital in Queensland; the Adelaide Oval Redevelopment in South Australia; and a new correctional and mental health facility in the Northern Territory. The project management and construction business backlog revenue at 30 June 2012 includes the basement works and first commercial tower at Barangaroo South now under construction in NSW, Gold Coast University Hospital in Queensland, the Craigieburn Town Centre in Victoria and the National Broadband Network rollout in Western Australia, South Australia and the Northern Territory;
• Subsequent to 30 June 2012, the Group announced that it had been selected as part of the successful consortium by Queensland Health to deliver the A\$2.0 billion Sunshine Coast University Hospital. The project management and construction business will perform the design and construction of the Hospital.

Australia

Investment Management

	June 2012	June 2011
Profit after tax (A\$m)	43.3	30.0
Funds under management (FUM)1 (A\$b)	8.8	7.7
Assets under management (AUM)2 (A\$b)	5.2	4.8

1 FUM represents the gross market value of real estate and other related assets in managed funds and investment mandates of the Group.

2 AUM is based on the Group's assessment of the market value of assets for which the Group provides property and asset management services to third-party owners.

Key trading events in the year include:

• Profit after tax increased by A\$13.3 million to A\$43.3 million, primarily due to strong performance from the Australian platform and the profit from the sale of the Group's interest in the New Zealand Retail Portfolio;
• The Group launched LLREPNZ in October 2011. The fund is a wholesale investment vehicle that has equity commitments of A\$90.0 million. The Group has a 5.3% interest in LLREPNZ;
• LLREPNZ acquired the Group's interest in the New Zealand Retail Portfolio for a consideration of A\$153.9 million (NZ\$197.0 million) in December 2011. These properties were originally purchased by the Group in April 2010 as part of the Lend Lease led consortium acquisition of the ING Retail Property Fund assets;
• The Group launched Lend Lease Retail Partners Australia Fund (LLRPA) in June 2012. The fund is a wholesale investment vehicle that has equity commitments of A\$186.6 million. LLRPA will seek to predominantly invest in quality sub-regional retail centres. The Group has a 2.6% interest in LLRPA;
• Construction commenced on the new A\$330.0 million Craigieburn Central shopping centre in Victoria during the year. The Group managed APPFR holds a 75% interest in the development and the Group holds the remaining 25% interest;
• Practical completion was reached on the A\$220.0 million Caneland Central extension in Mackay, Queensland during the year. The asset is 100% owned by APPFR;
• Subsequent to 30 June 2012, the Group launched a wholesale investment vehicle with A\$2.0 billion of equity commitments for the funding and development of the first two commercial towers at Barangaroo South. The Group will provide fund management services to the Trust and invest up to 25% of the total commitment. In addition, the cornerstone investors will have the opportunity to invest further equity in the funding of the third commercial tower.

Infrastructure Development

• Profit after tax increased by A\$14.2 million to A\$4.7 million, principally due to the profit on the sale of the Group's 50% equity interest in the South Australian New Schools PPP project and financial close being achieved on the A\$140.0 million Queen Elizabeth II Medical Centre Car Park Project in Perth, Western Australia;
• The Group holds a 34.7% equity interest in the Queen Elizabeth II Medical Centre Car Park Project. The consortium will develop, operate and manage a new multi-deck car park facility;
• The Group secured the Darwin Marine Supply Base project in the Northern Territory during the year. The Group provided advisory services to the consortium;
• Subsequent to 30 June 2012, the Group announced that Queensland Health had selected the Exemplar Health Consortium, of which the Group is a part, to deliver the A\$2.0 billion Sunshine Coast University Hospital. The Infrastructure Development business is acting as financial advisor and development manager to the Exemplar Health Consortium and the Group will invest 50% of the equity in the Exemplar Health project vehicle.

Asia

Key Financial Results

The key financial results for the Asia region are summarised below.

	Revenue June June 2012 2011 A\$m A\$m			EBITDA	Profit/(Loss) After Tax
			June 2012 A\$m	June 2011 A\$m	June 2012 A\$m	June 2011 A\$m
Development	13.9	4.4	14.9	(0.4)	11.1	(0.3)
Construction	708.3	401.7	40.4	24.0	25.8	16.0
Investment Management	18.7	16.2	60.8	30.8	69.3	30.4
Total Asia	740.9	422.3	116.1	54.4	106.2	46.1

In Asia, profit after tax increased by A\$60.1 million to A\$106.2 million, primarily due to an increase in earnings from development projects in Singapore and Malaysia, the construction earnings in Japan and Singapore and profit from the partial sell down of the Group's interest in APIC 2 in June 2012. The result also includes the recognition of deferred proceeds and completion adjustments associated with the prior year sale of the Group's 25% interest in the PoMo retail centre in Singapore. Profit after tax was negatively impacted by foreign exchange movements of A\$1.7 million.

Development

	June	June
	2012	2011
Profit after tax (A\$m)	11.1	(0.3)
Number of development projects	1	2
Backlog – commercial and retail (sqm/000s)	109	217

Key trading events in the year include:

Profit after tax increased by A\$11.4 million to A\$11.1 million. During the year, the Group continued to progress the key mixeduse development project, JemTM in Singapore. JemTM has fully leased the 28,500 sqm of available office space to the Singapore Ministry of National Development and is well progressed on the retail leasing. Profit after tax includes a revaluation gain arising from the Group's development activities on the JemTM project;

The Setia City Mall project in Malaysia was completed in May 2012.

Construction

	June 2012	June 2011
Revenue (A\$m)1	708.3	401.7
Gross profit margin (A\$m)1	71.2	53.2
Profit after tax (A\$m)	25.8	16.0
New work secured revenue (A\$m)	665.7	864.8
Backlog revenue (A\$m)2	692.7	746.9

1 Excludes revenue and gross profit margin from joint venture projects which are accounted for using the equity method.

2 Although backlog revenue is realised over several years, the average foreign exchange rate for the current year has been applied to the closing backlog revenue balance in its entirety as the average rates for later years cannot be predicted.

• Profit after tax increased by A\$9.8 million to A\$25.8 million. Key projects in Asia included telecommunications rollouts across Japan, the JemTM mixed-use development and Stamford American International School in Singapore and Corning Display Technologies in Taiwan;
• The new work secured revenue in the year principally comprises further telecommunications roll out work in Japan, Stamford American International School in Singapore and additional work on the Corning Display Technologies LCD glass manufacturing facility project in Taiwan. These projects are all key components of backlog revenue as at 30 June 2012.

Asia

Investment Management

	June	June
	2012	2011
Profit after tax (A\$m)	69.3	30.4
Funds under management (FUM)1 (A\$b)	2.2	2.0
Assets under management (AUM)2 (A\$b)	1.9	1.6

1 FUM represents the gross market value of real estate and other related assets in managed funds and investment mandates of the Group.

2 AUM is based on the Group's assessment of the market value of assets for which the Group provides property and asset management services to third-party owners.

Profit after tax increased by A\$38.9 million to A\$69.3 million, principally due to the profit from the partial sale of the Group's interest in APIC 2 from 21.1% to 4.9% during June 2012. The result also includes the recognition of deferred proceeds and adjustments associated with the April 2011 sale of the Group's 25% interest in the PoMo retail centre in Singapore.

Europe

Key Financial Results

The key financial results for the Europe region are summarised below.

		Revenue	EBITDA		Profit After Tax
	June June 2012 2011 A\$m A\$m		June 2012 A\$m	June 2011 A\$m	June 2012 A\$m	June 2011 A\$m
Development	18.0	19.7	(3.8)	5.0	0.2	4.7
Construction	1,105.0	1,288.3	32.3	27.1	21.2	11.4
Investment Management	64.8	64.6	45.1	39.1	32.6	34.7
Infrastructure Development	137.7	115.9	40.9	78.1	47.9	86.6
Total Europe	1,325.5	1,488.5	114.5	149.3	101.9	137.4

In Europe, profit after tax decreased by A\$35.5 million to A\$101.9 million, predominantly due to a reduction in the profit from the sale of assets compared to the prior year. The prior year included the sale of the Group's interest in 11 UK PPP assets to the Lend Lease PFI/PPP Infrastructure Fund LP (the UKIF), sale of the Group's interest in the Pier Walk office building at Greenwich and sale of its stake in the Lend Lease Overgate Partnership. The current year result includes the sale of equity in a further five UK healthcare, waste and education PPP assets to the UKIF and the sale of the Group's ownership interest in the Chelmsford Meadows retail asset. Profit after tax was negatively impacted by foreign exchange movements of A\$2.2 million.

Development

	June	June
	2012	2011
Profit after tax (A\$m)	0.2	4.7
Number of units settled1	245	55
Gross sales value of units settled (A\$m)1,2	22.4	11.0
Number of pre-sales1,3	6	234
Gross sales value of pre-sales (A\$m) 1,3	2.6	13.6
Number of projects	23	23
Backlog (number of units)4
Zoned (with planning approval)5 	11,858	12,209
 Unzoned (awaiting planning approvals)	3,294	2,783
Backlog – residential (units)	15,152	14,992
Backlog – commercial (sqm/000s)5	747	778

1 Includes 100% of joint venture projects and therefore will not necessarily correlate with the Group's profit after tax.

2 Gross sales value of units settled reflects residential and non residential revenue from projects.

3 Pre-sales represent contracts entered into prior to 30 June 2012 that have not settled and therefore do not form part of profit after tax in the current year. These sales are expected to settle in future years.

4 Backlog includes the total number of units in both Group-owned and joint venture projects. The actual number of units for any particular project can vary as planning approvals are obtained.

5 Subsequent to 30 June 2012, the Group finalised the sale of its interest in Greenwich Peninsula Regeneration Limited. At year end, Backlog included 9,152 zoned land units and built-form units and 332,111sqm of Commercial space relating to the Greenwich Peninsula project.

• Profit after tax decreased by A\$4.5 million to \$0.2 million. The prior year result included the sale of the Group's investment in Pier Walk office building at Greenwich Peninsula;
• Settlements predominantly relate to residential unit sales at Greenwich that completed in the year;
• The Group completed work on the Athletes' Village for the London 2012 Olympic and Paralympic Games on schedule and in time for the Games;
• During the year, the Group continued to progress its key urban regeneration projects, including Elephant and Castle, and The International Quarter, Stratford, London, which are expected to contribute earnings in future years. The Outline Planning Application for the Elephant and Castle scheme was submitted in March 2012;
• During June 2012, the Group announced a conditional sale of its interest in Greenwich Peninsula Regeneration Limited to Quintain Estates and Developments PLC (QED). Subsequent to year end, the shareholders of QED voted to approve the transaction and the sale has now completed. The Group will recognise sale proceeds of circa A\$160.0 million and profits of circa A\$40.0 million net of tax and other costs in the 2013 financial year.

Europe

Construction

June 2012	June 2011
Revenue (A\$m)1 1,105.0	1,288.3
Gross profit margin (A\$m)1 108.0	113.1
Profit after tax (A\$m)	21.2 11.4
1,015.7 New work secured revenue (A\$m)	1,435.5
Backlog revenue (A\$m)2 1,307.6	1,454.6

1 Excludes revenue and gross profit margin from joint venture projects which are accounted for using the equity method.

2 Although backlog revenue is realised over several years, the average foreign exchange rate for the current year has been applied to the closing backlog revenue balance in its entirety as the average rates for later years cannot be predicted.

Key trading events in the year include:

Profit after tax increased by A\$9.8 million to A\$21.2 million, reflecting improved profitability across the business. Key projects included the Athletes' Village for the London 2012 Olympic and Paralympic Games, the Birmingham Building Schools for the Future (BSF) Programme, UK Ministry of Defence projects and the BP Global Alliance project across Europe;

New work secured revenue for the year to 30 June 2012 includes securing the seventh stage of the Chiswick Park commercial development, Strathclyde University Technology and Information Centre, and 14 schools within the Birmingham BSF Programme.

Investment Management

	June 2012	June 2011
Profit after tax (A\$m)	32.6	34.7
Funds under management (FUM)1 (A\$b)	1.3	1.2
Assets under management (AUM)2 (A\$b)	3.2	3.1

1 FUM represents the gross market value of real estate and other related assets in managed funds and investment mandates of the Group.

2 AUM is based on the Group's assessment of the market value of assets for which the Group provides property and asset management services to third-party owners.

Key trading events in the year include:

• Profit after tax decreased by A\$2.1 million to A\$32.6 million. The current year result primarily includes Bluewater rental income, retail centre management fees and the sale of the Group's interest in the Chelmsford Meadows Shopping Centre in December 2011. The prior year result included the sale of the Group's interest in the Lend Lease Overgate Partnership;
• The Group's investment in Bluewater generated operating income of A\$40.9 million before tax (£26.6 million before tax) in the year to June 2012, compared to A\$38.4 million before tax (£24.2 million before tax) in the prior year. The increase in income was driven by a lower vacancy rate and an increase in base rents following the opening of the Glow events venue;

The UKIF acquired five additional PPP assets from the Group during the year to 30 June 2012 for consideration of A\$74.0 million. The Group has a 10% co-investment in the UKIF.

Infrastructure Development

	June 2012	June 2011
Profit after tax (A\$m)	47.9	86.6
Gross profit margin (A\$m)1	11.8	9.5
Equity returns (A\$m)2	52.4	102.6
Number of projects3	24	24
Invested equity (A\$m)	98.4	118.7
Committed equity (A\$m)	9.7	30.6
Backlog revenue (A\$m)4	910.7	776.2

1 Gross profit margin relates to asset and facilities management services provided and does not include equity returns.

2 Including loan stock interest and the profit before tax from the sale of the Group's equity interest in PPP assets.

3 Number of projects includes projects where the Group is preferred bidder and combines extensions of existing projects.

4 Backlog revenue disclosed includes a maximum of 10 years of backlog from facilities management even though PPP contracts run for up to 40 years.

• Sale of the Group's equity interest in a further five healthcare, waste and education PPP assets in the UK to the UKIF for a consideration of A\$74.0 million;
• The Group achieved financial close on the Birmingham BSF Phase 1B project during the year.

Americas

Key Financial Results

The key financial results for the Americas region are summarised below.

	Revenue			EBITDA	Profit/(Loss) After Tax
	June June 2012 2011 A\$m A\$m		June June 2012 2011 A\$m A\$m		June 2012 A\$m	June 2011 A\$m
Development	3.0	1.1	(8.7)	(9.9)	(3.6)	(5.7)
Construction1	2,045.7	1,892.4	44.7	42.6	14.2	21.3
Investment Management	0.1	0.3	22.5	204.5	13.0	123.3
Infrastructure Development1	39.3	40.9	19.2	10.6	12.4	17.7
Total Americas	2,088.1	1,934.7	77.7	247.8	36.0	156.6

1 The results for the year ended 30 June 2012 include all construction activities, across both the Project Management and Construction and Infrastructure Development businesses, to reflect changes to the regional management structure in the year. The June 2011 comparative results have also been reallocated from the Infrastructure Development segment to enable appropriate comparison of performance between the current and prior reporting years (refer to Appendix 1, page 19 for details of reallocations).

In the Americas, profit after tax decreased by A\$120.6 million to A\$36.0 million. The prior year result included A\$101.7 million profit after tax relating to the sale of the Group's 50% ownership interest in the King of Prussia shopping mall. The sale was subsequently completed in August 2011. The current year result includes the impact of the settlement of the investigation by the US Attorney's Office for the Eastern District of New York into billing practices of the Construction business and its use of minority owned enterprises. Profit after tax was negatively impacted by foreign exchange movements of A\$1.2 million.

Development

Healthcare

The Healthcare Development business (formerly known as Lend Lease DASCO) was acquired on 17 February 2011 and focuses on the developing, financing, leasing and management of property in the healthcare sector. The business incurred a loss after tax of A\$4.9 million during the year (June 2011: loss after tax of A\$4.8 million), primarily consisting of overhead costs associated with establishing the pipeline of projects. Construction of the business' first project as part of the Group, the Bon Secours St Francis Watkins Centre, was completed and it was placed into service during the year.

Residential and Commercial

The residential and commercial development business currently has one project, Horizon Uptown in Denver, Colorado. The business recorded a profit after tax of A\$1.3 million during the year (June 2011: loss after tax of A\$0.9 million).

Americas

Construction

	June 2012	June 2011
Revenue1,2	2,045.7	1,892.4
Gross profit margin (A\$m)1,2	152.2	119.1
Profit after tax (A\$m)1	14.2	21.3
New work secured revenue (A\$m)1	1,738.8	3,862.0
Backlog revenue (A\$m)1,3	4,003.5	4,501.1

1 The Construction segment includes the results for the year ended 30 June 2012 of all construction activities, across both the Project Management and Construction and Infrastructure Development businesses, to reflect changes to the regional management structure in the year. The June 2012 results include the following construction activities previously included in the Infrastructure Development business: Revenue A\$365.7 million (June 2011: A\$526.2 million); Gross profit margin A\$69.1 million (June 2011: A\$41.5 million); Profit after tax A\$35.9 million (June 2011: A\$26.1 million); New work secured revenue A\$353.8 million (June 2011: A\$788.0 million); and Backlog revenue A\$1,491.7 million (June 2011: A\$1,563.7 million).

2 Excludes revenue and gross profit margin from joint venture projects which are accounted for using the equity method.

3 Although backlog revenue is realised over several years, the average foreign exchange rate for the current year has been applied to the closing backlog revenue balance in its entirety as the average rates for later years cannot be predicted.

Key trading events in the year include:

• The Construction business profit after tax decreased by A\$7.1 million to A\$14.2 million during the year. The business in New York has been impacted by A\$21.0 million after tax relating to the settlement of the investigation by the US Attorney's Office for the Eastern District of New York into past billing practices and its use of minority owned enterprises;
• Trading conditions in the construction market remain difficult. Key projects secured during the year include the construction of a mixed-use project on 57th Street in New York (Carnegie 57th Street), and the construction of a new medical office building for Northwestern Memorial Hospital, along with an increase in the scope of work in the Infrastructure Development US Department of the Army Island Palm Communities project in Hawaii and Fort Hood projects in Texas;
• Backlog revenue totals A\$4.0 billion at 30 June 2012 including key projects such as the Carnegie 57th Street and 45th Street mixed-use projects in New York, Northwestern Memorial Hospital in Chicago, the National September 11 Memorial and Museum, and the JFK – Terminal 4 redevelopment for Delta Air Lines, as well as A\$1.5 billion of construction from the Infrastructure Development pipeline.

Investment Management

Profit after tax decreased by A\$110.3 million to A\$13.0 million during the year.

On 25 August 2011, the Group completed the sale of its 50% ownership interest in the King of Prussia shopping mall. Profit after tax recognised in the year to 30 June 2012 represents the Group's share of operating income from the mall prior to completion and completion adjustments arising from finalisation of the sale.

Americas

Infrastructure Development

The key financial results for Infrastructure Development are detailed below.

	June 2012	June 2011
Profit after tax (A\$m)1	12.4	17.7
Gross profit margin (A\$m)1,2	28.9	34.5
Equity returns (A\$m)1	2.4	3.8
New work secured revenue (A\$m)1	56.4	57.4
	June	June
	2012	2011
Number of projects3	27	26
Invested equity (A\$m)	64.8	50.8
Committed equity (A\$m)	30.5	46.5
Backlog revenue1,4	210.2	186.2
Backlog (number of units under management)
 Operational (secured)	49,340	44,285
 Preferred bidder (awarded)	6,800	5,430
Total Backlog	56,140	49,715

1 The results for the Infrastructure Development construction activities for the year ended 30 June 2012 are disclosed within the Construction segment. The June 2011 comparative information has also been reallocated to the Construction segment to enable appropriate comparison of performance between the current and prior reporting years (refer to page 16 for details of reallocations).

2 Gross profit margin relates to development and asset management services provided.

3 Number of projects includes extensions of existing projects and projects where the Group is the preferred bidder.

4 Backlog disclosed includes 10 years of backlog from facilities management, even though the contracts run for up to 50 years. Although backlog is realised over several years, the average foreign exchange rate for the current year has been applied to the closing backlog balance in its entirety as the average rates for later years cannot be predicted. In local currency, the backlog revenue is US\$218.6 million (June 2011: US\$186.2 million).

• Reaching financial close on the second phase of the US Department of the Army's Privatization of Army Lodging (PAL) program and securing US\$275.0 million in non-recourse project debt. In addition, the Group was appointed to implement the third and final phase of the US Department of the Army's PAL program;
• Receiving approval from the US Department of the Army for a US\$168.0 million modification to the development scope at its Island Palm Communities project in Hawaii.

Corporate

Key Financial Results

The key financial results for Corporate are summarised below.

	Revenue		EBITDA		Profit/(Loss) After Tax
	June June 2012 2011		June 2012	June 2011	June 2012	June 2011
	A\$m	A\$m	A\$m	A\$m	A\$m	A\$m
Group Services	5.3	12.7	(119.6)	(114.9)	(90.0)	(86.9)
Group Treasury	38.6	56.4	(25.6)	(11.6)	(76.8)	(49.3)
Total Corporate	43.9	69.1	(145.2)	(126.5)	(166.8)	(136.2)

Group Services

Group Services costs after tax increased by A\$3.1 million to A\$90.0 million and include costs associated with the Group's business transformation program.

Group Treasury

Group Treasury manages the Group's liquidity, foreign exchange exposures, interest rate risk and debt. The result for the year is detailed in the table below.

	Profit/(Loss) Before Tax			Profit/(Loss) After Tax
	June	June	June	June
	2012 A\$m	2011 A\$m	2012 A\$m	2011 A\$m
Interest revenue	38.6	56.4	27.7	37.4
Interest expense and other costs	(131.9)	(132.3)	(94.8)	(87.8)
Net hedge (cost)/benefit	(13.6)	1.7	(9.7)	1.1
Total Group Treasury	(106.9)	(74.2)	(76.8)	(49.3)

Interest Revenue and Expenses

Interest revenue before tax decreased by A\$17.8 million to A\$38.6 million in the current year, due to lower average cash balances and interest rates compared to the prior year. The interest rate on invested cash averaged 3.9% per annum for the year (June 2011: 4.6%). Interest expense and other costs before tax decreased by A\$0.4 million to A\$131.9 million in the current year.

Hedging and Foreign Exchange Exposure

The Group hedges material foreign currency cash flows. Any foreign exchange gains or losses arising on the underlying cash flow or the hedging of business unit cash flows are allocated to the business unit's operating profit. There was an increase in hedging costs arising on the Group's material foreign currency cash flows in the current year.

The Group uses natural hedging, where possible, to minimise its exposure to movement in foreign currency denominated net assets. The impact of foreign exchange movements on the Group's net assets is accounted for in the Foreign Currency Translation Reserve (FCTR). In the year, the FCTR increased by A\$52.2 million.

Group Liquidity

At 30 June 2012, the Group was in a strong liquidity position, with cash and cash equivalents of A\$957.9 million (June 2011: A\$1,046.2 million) and undrawn committed bank facilities of A\$1,242.5 million (June 2011: A\$815.7 million). The Group's net debt position as at 30 June 2012 was A\$655.2 million (June 2011: A\$875.4 million), including certain other financial liabilities of A\$256.0 million (June 2011: A\$227.7 million).

The average maturity of the Group's drawn debt at 30 June 2012 is 4.7 years, with the earliest maturity date being October 2012 in relation to US\$100 million of guaranteed senior notes. As at 30 June 2012, the mix of borrowings, adjusted for interest rate swaps and including other financial liabilities, is 77% at fixed rates and 23% at floating rates. During the year to 30 June 2012 the Group made a net repayment of A\$377.6 million of borrowings.

Appendix 1

Operating Results by Region Detail

		Revenue		EBITDA	Profit/(Loss) Before Tax1		Profit/(Loss) After Tax2
	June	June	June	June	June	June	June	June
	2012 A\$m	2011 A\$m	2012 A\$m	2011 A\$m	2012 A\$m	2011 A\$m	2012 A\$m	2011 A\$m
Australia
Development	528.1	729.4	72.5	189.7	59.1	182.4	158.4	159.0
Construction	6,616.8	4,278.8	358.3	164.0	306.9	147.4	223.5	101.9
Investment Management	253.0	90.6	62.8	44.5	62.1	42.7	43.3	30.0
Infrastructure Development	13.4	0.7	7.6	(12.5)	7.5	(13.3)	4.7	(9.5)
Total Australia	7,411.3	5,099.5	501.2	385.7	435.6	359.2	429.9	281.4
Asia
Development	13.9	4.4	14.9	(0.4)	14.9	(0.4)	11.1	(0.3)
Construction	708.3	401.7	40.4	24.0	39.7	23.8	25.8	16.0
Investment Management	18.7	16.2	60.8	30.8	60.7	30.7	69.3	30.4
Total Asia	740.9	422.3	116.1	54.4	115.3	54.1	106.2	46.1
Europe
Development	18.0	19.7	(3.8)	5.0	0.3	4.2	0.2	4.7
Construction	1,105.0	1,288.3	32.3	27.1	27.9	21.8	21.2	11.4
Investment Management	64.8	64.6	45.1	39.1	44.7	39.0	32.6	34.7
Infrastructure Development	137.7	115.9	40.9	78.1	52.6	91.3	47.9	86.6
Total Europe	1,325.5	1,488.5	114.5	149.3	125.5	156.3	101.9	137.4
Americas
Development	3.0	1.1	(8.7)	(9.9)	(8.7)	(10.0)	(3.6)	(5.7)
Construction3	2,045.7	1,892.4	44.7	42.6	42.1	40.3	14.2	21.3
Investment Management	0.1	0.3	22.5	204.5	22.5	204.4	13.0	123.3
Infrastructure Development3	39.3	40.9	19.2	10.6	23.8	12.2	12.4	17.7
Total Americas	2,088.1	1,934.7	77.7	247.8	79.7	246.9	36.0	156.6
Total Operating Businesses	11,565.8	8,945.0	809.5	837.2	756.1	816.5	674.0	621.5
Corporate
Group Services	5.3	12.7	(119.6)	(114.9)	(121.9)	(121.5)	(90.0)	(86.9)
Group Treasury	38.6	56.4	(25.6)	(11.6)	(106.9)	(74.2)	(76.8)	(49.3)
Total Corporate	43.9	69.1	(145.2)	(126.5)	(228.8)	(195.7)	(166.8)	(136.2)
Total Operating	11,609.7	9,014.1	664.3	710.7	527.3	620.8	507.2	485.3
Property Investment Revaluations			(4.8)	10.7	(4.8)	10.7	(5.8)	7.5
Total Statutory	11,609.7	9,014.1	659.5	721.4	522.5	631.5	501.4	492.8

1 Profit/(loss) before tax is before adjusting for the amount attributable to non controlling interests.

2 Profit/(loss) after tax is after adjusting for the profit after tax attributable to non controlling interests of A\$1.7 million (June 2011: A\$0.4 million). 3 The Construction segment includes the results of all construction activities, across both the Project Management and Construction and the Infrastructure Development businesses to reflect changes to the regional management structure in the year to 30 June 2012. The June 2012 results include the following from the construction activities of the Infrastructure Development business: Revenue A\$365.7 million (June 2011: A\$526.2 million); EBITDA A\$63.2 million (June 2011: A\$47.6 million); Profit before tax A\$53.7 million (June 2011: A\$47.6 million); and Profit after tax A\$35.9 million (June 2011: A\$26.1 million).

Appendix 2

Operating Results by Line of Business Detail

		Revenue	EBITDA		Profit/(Loss) Before Tax1		Profit/(Loss) After Tax2
	June	June	June	June	June	June	June	June
	2012	2011	2012	2011	2012	2011	2012	2011
	A\$m	A\$m	A\$m	A\$m	A\$m	A\$m	A\$m	A\$m
Development
Australia	528.1	729.4	72.5	189.7	59.1	182.4	158.4	159.0
Asia	13.9	4.4	14.9	(0.4)	14.9	(0.4)	11.1	(0.3)
Europe	18.0	19.7	(3.8)	5.0	0.3	4.2	0.2	4.7
Americas	3.0	1.1	(8.7)	(9.9)	(8.7)	(10.0)	(3.6)	(5.7)
Total Development	563.0	754.6	74.9	184.4	65.6	176.2	166.1	157.7
Construction
Australia	6,616.8	4,278.8	358.3	164.0	306.9	147.4	223.5	101.9
Asia	708.3	401.7	40.4	24.0	39.7	23.8	25.8	16.0
Europe	1,105.0	1,288.3	32.3	27.1	27.9	21.8	21.2	11.4
Americas	2,045.7	1,892.4	44.7	42.6	42.1	40.3	14.2	21.3
Total Construction	10,475.8	7,861.2	475.7	257.7	416.6	233.3	284.7	150.6
Investment Management
Australia	253.0	90.6	62.8	44.5	62.1	42.7	43.3	30.0
Asia	18.7	16.2	60.8	30.8	60.7	30.7	69.3	30.4
Europe	64.8	64.6	45.1	39.1	44.7	39.0	32.6	34.7
Americas	0.1	0.3	22.5	204.5	22.5	204.4	13.0	123.3
Total Investment Management	336.6	171.7	191.2	318.9	190.0	316.8	158.2	218.4
Infrastructure Development
Australia	13.4	0.7	7.6	(12.5)	7.5	(13.3)	4.7	(9.5)
Europe	137.7	115.9	40.9	78.1	52.6	91.3	47.9	86.6
Americas3	39.3	40.9	19.2	10.6	23.8	12.2	12.4	17.7
Total Infrastructure Development	190.4	157.5	67.7	76.2	83.9	90.2	65.0	94.8
Total Operating Businesses	11,565.8	8,945.0	809.5	837.2	756.1	816.5	674.0	621.5
Corporate
Group Services	5.3	12.7	(119.6)	(114.9)	(121.9)	(121.5)	(90.0)	(86.9)
Group Treasury	38.6	56.4	(25.6)	(11.6)	(106.9)	(74.2)	(76.8)	(49.3)
Total Corporate	43.9	69.1	(145.2)	(126.5)	(228.8)	(195.7)	(166.8)	(136.2)
Total Operating	11,609.7	9,014.1	664.3	710.7	527.3	620.8	507.2	485.3
Property Investment Revaluations			(4.8)	10.7	(4.8)	10.7	(5.8)	7.5
Total Group	11,609.7	9,014.1	659.5	721.4	522.5	631.5	501.4	492.8

1 Profit/(loss) before tax is before adjusting for the amount attributable to non controlling interests.

2 Profit/(loss) after tax is after adjusting for the profit after tax attributable to non controlling interests of A\$1.7 million (June 2011: A\$0.4 million). 3 The Construction segment includes the results of all construction activities, across both the Project Management and Construction and the Infrastructure Development businesses to reflect changes to the regional management structure in the year to 30 June 2012. The June 2012 results include the following from the construction activities of the Infrastructure Development business: Revenue A\$365.7 million (June 2011: A\$526.2 million); EBITDA A\$63.2 million (June 2011: A\$47.6 million); Profit before tax A\$53.7 million (June 2011: A\$47.6 million); and Profit after tax A\$35.9 million (June 2011: A\$26.1 million).

Appendix 3

Operating Results by Region Detail in Local Currency1

		Revenue	EBITDA		Profit/(Loss) Before Tax2		Profit/(Loss) After Tax3
	June	June	June	June	June	June	June	June
	2012 A\$m	2011 A\$m	2012 A\$m	2011 A\$m	2012 A\$m	2011 A\$m	2012 A\$m	2011 A\$m
Australia
Development	528.1	729.4	72.5	189.7	59.1	182.4	158.4	159.0
Construction	6,616.8	4,278.8	358.3	164.0	306.9	147.4	223.5	101.9
Investment Management	253.0	90.6	62.8	44.5	62.1	42.7	43.3	30.0
Infrastructure Development	13.4	0.7	7.6	(12.5)	7.5	(13.3)	4.7	(9.5)
Group Services	5.3	12.7	(119.6)	(114.9)	(121.9)	(121.5)	(90.0)	(86.9)
Group Treasury	30.5	50.2	(25.2)	(9.7)	(55.8)	(18.2)	(39.9)	(12.6)
Total Australia	7,447.1	5,162.4	356.4	261.1	257.9	219.5	300.0	181.9
		Revenue		EBITDA	Profit/(Loss) Before Tax2		Profit/(Loss) After Tax3
	June	June	June	June	June	June	June	June
	2012	2011	2012	2011	2012	2011	2012	2011
	A\$m	A\$m	A\$m	A\$m	A\$m	A\$m	A\$m	A\$m
Asia
Development	13.9	4.4	14.9	(0.4)	14.9	(0.4)	11.1	(0.3)
Construction	708.3	401.7	40.4	24.0	39.7	23.8	25.8	16.0
Investment Management	18.7	16.2	60.8	30.8	60.7	30.7	69.3	30.4
Group Treasury	0.3	0.4			0.3	0.4	0.3	0.3
Total Asia	741.2	422.7	116.1	54.4	115.6	54.5	106.5	46.4
		Revenue		EBITDA	Profit/(Loss) Before Tax2		Profit/(Loss) After Tax3
	June	June	June	June	June	June	June	June
	2012	2011	2012	2011	2012	2011	2012	2011
	£m	£m	£m	£m	£m	£m	£m	£m
Europe
Development	11.7	12.4	(2.5)	3.2	0.2	2.6	0.1	3.0
Construction	718.3	811.6	21.0	17.1	18.1	13.7	13.8	7.2
Investment Management	42.1	40.7	29.3	24.6	29.1	24.6	21.2	21.9
Infrastructure Development	89.5	73.0	26.6	49.2	34.2	57.5	31.1	54.6
Group Treasury	0.4	0.3	(0.2)	(1.6)	(26.7)	(28.1)	(19.9)	(19.5)
Total Great British Pounds	862.0	938.0	74.2	92.5	54.9	70.3	46.3	67.2
Total Australian Dollars4	1,326.2	1,488.9	114.1	146.9	84.4	111.6	71.2	106.7
		Revenue		EBITDA	Profit/(Loss) Before Tax2		Profit/(Loss) After Tax3
	June	June	June	June	June	June	June	June
	2012 US\$m	2011 US\$m	2012 US\$m	2011 US\$m	2012 US\$m	2011 US\$m	2012 US\$m	2011 US\$m
Americas
Development	3.1	1.1	(9.0)	(9.9)	(9.0)	(10.0)	(3.7)	(5.7)
Construction	2,127.5	1,892.4	46.5	42.6	43.8	40.3	14.8	21.3
Investment Management	0.1	0.3	23.4	204.5	23.4	204.4	13.5	123.3
Infrastructure Development	40.9	40.9	20.0	10.6	24.8	12.2	12.9	17.7
Group Treasury Total US Dollars	7.4 2,179.0	5.4 1,940.1	(0.1) 80.8	0.5 248.3	(10.8) 72.2	(11.7) 235.2	(6.8) 30.7	(6.3) 150.3
Total Australian Dollars4	2,095.2	1,940.1	77.7	248.3	69.4	235.2	29.5	150.3

1 Local currency results exclude foreign exchange movements other than Great British Pounds and US Dollars.

2 Profit/(loss) before tax is before adjusting for the amount attributable to non controlling interests.

3 Profit/(loss) after tax is after adjusting for the profit after tax attributable to non controlling interests of A\$1.7 million (June 2011: A\$0.4 million profit).

4 The foreign exchange rates applied to the Income Statement for the year to 30 June 2012 are A\$1 = £0.65 (June 2011: A\$1 = £0.63), A\$1 = US\$1.04 (June 2011: A\$1 = US\$1.00) and A\$1 = S\$1.30 (June 2011: A\$1 = S\$1.28).

Au l ia . str a	1
De lop nt ve me	1
Co ion nst t ruc	5
Inv Ma est nt t me na g em en	9
In fra De lop str tur nt uc e ve me	1 2
As ia .	1 3
De lop nt ve me	1 3
Co nst t ion ruc	1 3
Inv Ma est nt t me na g em en	15
Eu rop e	17
De lop nt ve me	17
Co nst t ion ruc	1 8
Inv Ma est nt t me na g em en	2 0
In fra De lop str tur nt uc e ve me	2 3
Am ica er s .	25
De lop nt ve me	25
Co ion nst t ruc	2 6
Inv est nt Ma t me na g em en	2 8
In fra De lop str tur nt uc e ve me	2 8
Ke Po fo l io Me ics by L ine f Bu ine rt tr o s ss y	3 0
De lop nt ve me	3 0
Co nst t ion ruc	3 1
Inv Ma est nt t me na g em en	3 3
In fra str tur De lop nt uc e ve me	3 4
Gr As set ou p s	3 5

Development – Overview

	Jun e 201 2	Jun e 201 1
De lop Pro f i le nt ve me
Nu be f de lop nt j ts m r o ve me p ro ec	3 9	3 7
1 Nu be f re ire i l lag t nt m r o me es v	7 1	7 0
1 Nu be f a d c fac i l it ies m r o g e are	3 0	3 0
2 Ba k log Un its d S Q M c an
Re i de ia l – La d u its nt s n n
Zo d ne 	5 8, 1 8 5	4 6, 5 7 0
Un d zo ne 		1 4, 1 8 5
Su bto l Re i de ia l – La d u its ta nt s n n	5 8, 1 8 5	6 0, 75 5
Re i de ia l – Bu i lt- for its nt s m un
Zo d ne 	1 1, 9 3 5	9, 47 0
Un d zo ne 	4 6 6	3, 3 5 5
Su bto ta l Re i de nt ia l – Bu i lt- for its s m un	1 2, 4 0 1	1 2, 8 25
To l Re i de ia l Un its ta nt s	7 0, 5 8 6	7 3, 5 8 0
3 Co ia l ( / 0 0 0s ) mm erc sq m
Zo d ne 	5, 8 1 4	4, 2 15
Un d zo ne 		1, 9 17
Co To ta l ia l mm erc	5, 8 1 4	6, 1 3 2
Re ire V i l lag Un its t nt me e	1, 27 0	1, 25 7
Ag d Ca Be ds ( it h l ice ) e re w nc es	5 8 3	2 9 9

1The number of retirement villages and aged care facilities includes owned and managed properties.

2Backlog includes Group-owned, joint venture and managed projects.

3Represents net developable land in relation to master-planned urban communities and net developable floor space for other developments.

Development – Residential and Commercial Project Listing

			Est ima ted Co leti mp on	Ba ckl og Lan d	Ba ckl og Bu ilt- For m	Est ima ted Co ial mm erc Ba ckl og
Pro jec t	1 Loc atio n	Ow shi Inte t ner p res	2 Da te	3 Un its	3 Un its	4 /00 0s sqm
Zo d Pro j ts ne ec
5 Wo d lan ds o	Q l d	Se ice nt rv ag ree me	2 0 1 4	3 3 0	3 5
Fo Ga de t res r ns	Q l d	Ow d ( 5 0 % inte ) t ne res	2 0 15	2 0	8 5	7
Va ity La kes rs	Q l d	La d m t n an ag em en	2 0 1 3			2 2
Sp ing f ie l d La kes r	Q l d	La d m t n an ag em en	2 0 2 0	3, 3 0 7	9 0 5	9 5
S R N A ho ds wg rou n	Q l d	La d m t n an ag em en	2 0 2 6		2, 1 25	1 45
Ro ky Sp ing c s r	Q l d	La d m t n an ag em en	2 0 4 2	1 1, 3 7 5	4 2 0	1, 1 15
Ya b i l ba rra	Q l d	Sta d a is it ion g e cq u	2 0 4 1	1 4, 5 9 0	2, 47 0	1, 9 3 6
Fe bro ke rn o	Q l d	La d m ( 0 % int ) t 5 st n an ag em en ere	2 0 15	6 9 0	1 6 5	1
Sto ( le ig h Re for ly ne se rve me r d Lo Re ) na me g an se rve	Q l d	Ow d ne	2 0 1 6	4 15	5 5	3
Le He d nn ox a	S N W	Se ice nt rv ag ree me	2 0 2 3	4 9 5		2 6
B ing Go ara rg e	N S W	La d m t n an ag em en	2 0 2 2	9 7 0		8 8
St Cr 5 Ma Ro ing ry s – p es os s	S N W	Se ice nt rv ag ree me	2 0 15	1, 0 6 5	2 15
St Ma Jo da Sp ing s – n s ry r r	N S W	Ow d ne	2 0 2 1	2, 0 8 0	2 8 5	6 8
St Ot Ma he Pre inc ts ry s – r c	S N W	Ow d ne	2 0 2 1	1, 2 4 0		5 7 1
Ne lso R i dg ns e	N S W	La d m t n an ag em en	2 0 15	17 5
Ja kso La d ing c ns n	S N W	Ow ( % ) d 5 0 inte t ne res	2 0 1 3		1 0
Ro H i l l us e	N S W	La d m ( 0 % int ) t 5 st n an ag em en ere	2 0 1 6	1 0 5	3 2 0	1 1 6
St Pa ic ks tr	S N W	( ) La d m 5 0 % int t st n an ag em en ere	2 0 1 3		5
Ba So h ut ran g aro o	N S W	Sta d p nts g e ay me	2 0 2 3		77 5	3 9 0
Oa ( R ive ks for ly d r me r na me Ca l de d ) oo rw	S N W	La d m t n an ag em en	2 0 3 8	4, 8 6 0		1 8 7
Fo de r	C A T	Ow ( % ) d 25 inte t ne res	2 0 1 3	7 0
Sp ing ba k R ise n r	A C T	Ow d ( 0 % inte ) 5 t ne res	2 0 15	3 1 0	2 0 0
E dg ate ew r	V ic	Ow d ne	2 0 1 4		5 5
Su ( ) bto ta l zo d ie d for d ne ca rr wa r				4 2, 5 2 0	8, 1 25	4, 77 0

1Locations are Queensland (Qld); New South Wales (NSW); Australian Capital Territory (ACT); and Victoria (Vic).

2Estimated completion date represents the expected financial year in which the last unit will be settled for master-planned communities and construction completion date for apartments and non-residential projects.

3Backlog includes the total number of units in Group-owned, joint venture and managed projects. The actual number of units for any particular project can vary as planning approvals are obtained.

4Represents net developable land in relation to master-planned urban communities and net developable floor space for other developments.

5Projects managed on behalf of the Lend Lease Communities Fund 1. The Group holds a 20.8% co-investment position in the fund.

Development – Residential and Commercial Project Listing continued

	1		Est ima ted Co leti mp on 2	Ba ckl og Lan d 3	Ba ckl og Bu ilt- For m 3	Est ima ted Co ial mm erc Ba ckl og 4
Pro jec t Su bto l zo d p j ( bro ht for d ) ta ts ne ro ec ug wa r	Loc atio n	Ow shi Inte t ner p res	Da te	Un its 4 2, 2 0 5	Un its 8, 1 25	/00 0s sqm 4, 0 77
Cr Ce ig ie bu To ntr a rn wn e	V ic	Ow d ne	2 0 1 3	1 6 5	15 0
Pa ke ha Va l ley n m	V ic	La d m t n an ag em en	2 0 1 3	1 1 0		2 1
Ca l ine Sp ing ro r s	V ic	La d m ( 5 0 % int ) t st n an ag em en ere	2 0 1 3	5
La ima ur r	V ic	Ow d ne	2 0 15	0 4 4
At he rst on e	V ic	La d m t n an ag em en	2 0 2 4	4, 4 45		6 4
V icto ia Ha bo r r ur			2 0 2 9
Co nve sso 	V ic	Ow d ( 0 % inte ) 5 t ne res	2 0 1 3		2 0
Se ta rra 	V ic	Ow d ( % inte ) 5 0 t ne res	2 0 1 3		1 0
Me ha Str Re i l nt t ta rc ee 	V ic	Ow d ne	2 0 1 3			4
St i l l to co mm en ce 	V ic	La d m t n an ag em en	Va iou r s		1, 9 9 0	1 1 1
Me lto Ea st n	V ic	Sta d a is it ion g e cq u	2 0 17	8 0 5		2 6
Ha ley ( for ly d We i be ) rp me r na me rr e	V ic	La d m t n an ag em en	2 0 2 2	3, 8 15		5 5 2
Cr bo an urn e	V ic	Ow ( ) d 1 0 0 % inte t ne res	2 0 17	5 1 0
R ic hm d on	V ic	Ow d ( 1 0 0 % inte ) t ne res	2 0 1 6		4 9 0
B la ke Cr ing s os s	S A	Sta d a is it ion g e cq u	2 0 17	9 15	75	2 4
Ma La ke ws on s	S A	( % ) La d m t 5 0 int st n an ag em en ere	2 0 1 3	5		1 2
Sp ing d ( for ly d Ga ler ) r wo o me r na me w	S A	Sta d a is it ion g e cq u	2 0 2 0	2, 3 8 0	8 0	5 6
A l k imo s	W A	La d m t n an ag em en	2 0 2 1	2, 0 7 0	3 6 5	15 4
Wa ba k ter n	W A	Ow d ( % inte ) 1 0 0 t ne res	2 0 2 1		6 3 0	2 0
To l zo d ta ne				8, 1 8 5 5	1 1, 9 3 5	8 1 4 5,
Un d Pro j ts zo ne ec
Ar da le ma	V ic	La d m ( 5 0 % int ) t st n an ag em en ere			4 6 6
To ta l u d nzo ne				–	4 6 6	–
To l ta				5 8, 1 8 5	1 2, 4 0 1	5, 8 1 4

1Locations are Victoria (Vic); South Australia (SA); and Western Australia (WA).

2Estimated completion date represents the expected financial year in which the last unit will be settled for master-planned communities and construction completion date for apartments and non-residential projects.

3Backlog includes the total number of units in Group-owned, joint venture and managed projects. The actual number of units for any particular project can vary as planning approvals are obtained.

4Represents net developable land in relation to master-planned urban communities and net developable floor space for other developments.

Development – Retirement Living and Aged Care Portfolio Summary

Retirement Villages

	Ow	ned	Ma ed/ Lea nag	sed /Ot her		Tot al
1 Loc atio n	f S Nu mb ites er o	its/ Un Be ds	f S Nu mb ites er o	its/ Un Be ds	f S Nu mb ites er o	2 Un its/ Be ds	3 Ba ckl Un its og
Q l d	4	7 3 2	1 1	3, 2 8 3	15	4, 0 15	27
N S W	1 1	1, 8 6 1	2	6 6 1	1 3	2, 5 2 2	6 5 3
V ic	2 0	2, 5 5 6	4	6 6 6	2 4	3, 2 2 2	3 2 9
S A	4	4 4 3			4	4 4 3	3 5
W A	9	1, 4 0 9			9	1, 4 0 9	1 0 2
C A T					1		1 2 4
N Z	5	9 9 5			5	9 9 5
To ta l re t ire nt i l lag me v es	5 3	7, 9 9 6	17	4, 6 1 0	7 1	1 2, 6 0 6	1, 27 0

Aged Care

	Ow	ned	Ma ed/ Lea nag	sed /Ot her	Tot	al
1 Loc atio n	Nu mb f S ites er o	Un its/ Be ds	Nu mb f S ites er o	Un its/ Be ds	Nu mb f S ites er o	2,4 Un its/ Be ds	Ba ckl og 3 Un its/ Be ds
Q l d	1	8 9	1	4 9	2	1 3 8	1 2 0
N S W	1 3	1, 0 8 3			1 3	1, 0 8 3	3 8 9
V ic	1 4	1, 0 3 5			1 4	1, 0 3 5	7 4
S A	1	6 2			1	6 2
To ta l ag d c e are	2 9	2, 2 6 9	1	4 9	3 0	2, 3 1 8	5 8 3

1Locations are Queensland (Qld); New South Wales (NSW); Victoria (Vic); South Australia (SA); Western Australia (WA); Australian Capital Territory (ACT); and New Zealand (NZ).

2Total units/beds include only completed retirement village units and aged care beds at company-owned and managed sites.

3Backlog units include Company-owned and managed sites. The actual number of units for any particular village can vary as planning approvals are obtained.

4Aged care beds represent on-line beds and exclude the increases in beds from expansion of existing facilities currently in progress.

Construction

New Work Secured and Backlog Revenue

	Ne w W ork 1 Se ed Rev cur enu e Jun e 201 2 A\$ m	Ne w W ork 1,2 Se ed Rev cur enu e Jun e 201 1 A\$ m	3 Ba ckl Rev og enu e Jun e 201 2 A\$ m	3 Ba ckl Rev og enu e Jun e 201 1 A\$ m
Bu i l d ing	4, 47 5. 2	2, 4 9 8. 3	5, 25 4. 1	4, 8 6 8. 3
En ine ing g er	3, 0 0 9. 3	6 2 6. 9	3, 9. 45 7	3, 2 6. 0 1
Se ice rv s	6 6 8. 4	2 3 9. 9	5 5 0. 7	5 3 0. 7
To l Au l ia ta str a	8, 2. 9 15	3, 3 6 5. 1	9, 2 6 4.5	8, 6 0 15

1New work secured revenue is the total revenue to be earned from projects secured during the year.

2New work secured revenue for June 2011 included work secured by the Infrastructure business from the date it was acquired on 10 March 2011.

3Backlog revenue is the total revenue to be earned from projects in future financial years based on projects secured as at 30 June 2012.

Backlog Realisation

	Ye E ndi ar ng Jun e 2 013	Ye End ing ar Jun e 2 014	Po st Jun e 2 014	Tot al
	%	%	%	%
Bu i l d ing	6 6	2 9	5	1 0 0. 0
En ine ing g er	6 7	3 0	3	1 0 0. 0
Se ice rv s	5 8	1 9	2 3	1 0 0. 0
To l Au l ia ta str a	6 6	2 9	5	1 0 0. 0

Construction – Project management and construction – Major Projects1,7

Pro jec t	2 Loc atio n	Clie nt	Co ntr act 3 Typ e	Co tio nst ruc n Va lue A\$ m	Se ed cur 4 Da te	Co leti mp on 5 Da te	Se cto r	De ip tio scr n
Go Co l d ast Un ive ity Ho ita l rs sp	Q l d	Qu lan d He lt h ee ns a	G M P	1, 2 1 8	2 0 1 0	2 0 1 3	He lt hc a are	De ig d c str t ion f a ho ita l s n a n on uc o ne w sp
T he Ne Ro l C h i l dre 's w y a n Ho ita l sp	V ic	C h i l dre 's Ho ita l n sp Pa rtn h ip ers	L S	0 8 2 1,	2 0 0 8	2 0 15	He lt hc a are	De ig d c ion f a h i l dre 's str t s n a n on uc o ne w c n ho ita l in Me l bo sp urn e
Ba So h ut ran g aro o	N S W	Le d Le / Ba n as e ran g aro o De lop Au ho ity nt t ve me r	G M P	1, 0 15	2 0 1 2	2 0 15	Co ia l mm erc	De ig d c ion f in it ia l p j str t ts s n a n on uc o ro ec ac ros s he inc do ina ly he ba t t; p nt t nt, p rec re m se me in fra ks d t he f irst ia l str tur uc e w or an co mm erc f f ice bu i l d ing o
Co lt h Ne Bu i l d mm on we a w	A C T	Fe de l Go t ra ve rnm en	M C	6 5 5	2 0 0 8	2 0 1 3	Go t ve rnm en	De ig d c ion f a 4 0, 0 0 0s str t s n a n on uc o q m ia l o f f ice bu i l d ing co mm erc
Su Co Br is ba urt ne p rem e	Q l d	Qu Go lan d t ee ns ve rnm en	G M P	5 2 3	2 0 0 9	2 0 1 3	Go t ve rnm en	Su De ig d c str t ion f a d s n a n on uc o ne w p rem e a n D istr ict Co bu i l d ing urt
Me l bo Ma ket urn e s r	V ic	V icto ian Go t ve rnm en r	G M P	3 1 8	2 0 1 0	2 0 1 3	Go t ve rnm en	De ig d c ion f a 1 2 0, 0 0 0s str t s n a n on uc o q m / ho les le m ket d istr i bu t ion fac i l ity w a ar
Mu lwa la Re de lop nt ve me Pro j t ec	N S W	Co lt h mm on we a De f De fen art nt p me o ce	G M P	3 1 8	2 0 0 7	2 0 1 3	Go t ve rnm en	Re de lop f a l lan fac ing nt t m tur ve me o p rop e an u fac i l ity
Cr ig ie bu To Ce ntr a rn wn e	V ic	Au l ian Pr ime Pro str ert a p y Fu d / Le d Le n n as e	G M P	2 1 8	2 0 1 2	2 0 1 4	Re i l ta	De ig d c ion f a in str t tow tre s n a n on uc o ne w n c en Cr ig ie bu h o f Me l bo rt a rn, no urn e
Un ive ity f Te hn log F E I T rs o c o y	N S W	Un ive ity f Te hn log rs o c o y	G M P	8 8 1	2 0 2 1	2 0 1 4	E du ion t ca	Co ion f a bu i l d ing for he Fa lty f nst t t ruc o ne w cu o In for t ion Te hn log ma c o y
6 Na t ion l Bro d ba d Ne tw k a a n or	S / / A W A N T	Go Fe de l t ra ve rnm en	C M	15 3	2 0 1 2	2 0 1 4	Te lec om ica ion t mu n	Ro l lou t o f f irst st f p ive f i bre tw k in ag e o as s ne or S A, W A a d N T n
Co nve sso	V ic	Le d Le / H O S T P L U S n as e	G M P	1 4 6	2 0 1 1	2 0 1 3	Re i de ia l nt s	De ig d c ion f de lop str t nt s n a n on uc o ve me is ing d f 2 1 2 a art nts 1, 7 1 1sq co mp r p me an m o i l at V icto ia Ha bo ret a r r ur
Na ion l C irc it 4 t a u	A C T	I S P T	G M P	15 0	2 0 1 1	2 0 1 3	Co ia l mm erc	De ig d c ion f a str t 3 0, 0 0 0s s n a n on uc o q m ia l o f f ice bu i l d ing inc lu d ing f it-o ks ut co mm erc wo r
Un ive ity f N S W Wa l lac rs o e – Wu h rt	N S W	Un ive ity f N S W rs o	G M P	1 2 2	2 0 1 2	2 0 1 4	E du ion t ca	Re fur b is hm d e ion f e ist ing t a en n xp an s o x bu i l d ing

1Disclosure of major projects is subject to client approval. This could impact the projects available for disclosure.

2Locations are Queensland (Qld); Victoria (Vic); New South Wales (NSW); Australian Capital Territory (ACT); South Australia (SA); Western Australia (WA); and Northern Territory (NT).

3Contract types are Guaranteed Maximum Price (GMP); Lump Sum (LS); and Managing Contractor (MC).

4Secured date represents the financial year in which the project was secured.

5Completion date represents the expected financial year in which the project will be completed.

6Represents the Group's interest in the project joint venture.

7Backlog revenue as at 30 June 2012 for the projects listed on pages 6 to 8 totals \$6,294 million, representing 68% of the total construction backlog revenue for the region.

Construction – Infrastructure – Major Projects1,7

Pro jec t	2 Loc atio n	Clie nt	Co ntr act 3 Typ e	Co tio nst ruc n Va lue A\$ m	Se ed cur 4 Da te	Co leti mp on 5 Da te	Se cto r	De ip tio scr n
Qu lan d C h i l dre 's ee ns n Ho ita l sp	Q l d	Qu lan d He lt h ee ns a	G M P	8 8 5	2 0 1 0	2 0 1 4	He lt hc a are	De ig d c ion f a ho ita l str t s n a n on uc o ne sp w
6 Or ig in A l l ian ce	Q l d	De f Tra art nt ort p me o ns p d Ma in Ro ds an a	A L L	7 8 2	2 0 0 8	2 0 1 3	Ro ds a	Up de f Ip ic h Mo tor g ra o sw wa y
Pe ins la L in k n u	V ic	So he Wa Pty Lt d ut rn y	D & C	6 5 5	2 0 1 0	2 0 1 3	Ro ds a	Co ion f a ion f n fre in nst t ct ruc o se o ew ew ay Me l bo urn e
T int ba Ew ing da le, r to en s Pa i f ic H ig hw No he rt c ay rn , N S W	N S W	Ro ds & Ma it ime Se ice a r rv s	D & C	5 3 1	2 0 1 2	2 0 15	Ro ds a	Co ion f a km ion f t he nst t 1 6. 3 ct ruc o ne w se o h ig hw l br i dg d a 4 0 0m l tu ay , se ve ra es an nn e
Hu Ex nte r p res sw ay	N S W	Ro ds & Ma it ime Se ice a r rv s	D & C	4 9 8	2 0 1 1	2 0 1 4	Ro ds a	Co ion f a ion f n fre nst t ct ruc o se o ew ew ay , Hu ion f N S W nte r re g o
6 A de la i de De l ina ion P lan t t sa	S A	So h Au l ia Wa ut str ter a	D & C	3 4 4	2 0 0 9	2 0 3 1	Wa ter	Co ion f a de l ina ion lan nst t t t ruc o sa p
Ov A de la i de l a Re de lop nt ve me	S A	De art nt f P lan ing p me o n , Tra & In fra ort str tur ns p uc e	C D &	3 5 3	2 0 1 2	2 0 1 4	/ En ter ta inm t en Re ion l at cre a	Re de lop nt f e ist ing l int 5 0, 0 0 0 ve me o x ov a o a lt ip d ium at ta se mu urp os e s
Ma kay Ba Ho ita l c se sp	Q l d	Qu lan d He lt h ee ns a	C M	3 2 9	2 0 1 1	2 0 1 4	He lt hc a are	Ex ten ion d r de lop nt f e ist ing s an e ve me o x ho ita l sp
Ca irn Ba Ho ita l s se sp	Q l d	Qu lan d He lt h ee ns a	M C	3 1 8	2 0 1 1	2 0 1 4	He lt hc a are	De ig d c ion f n bu i l d ing str t s n a n on uc o ew s, lte ion d r fur b is hm f e ist ing rat t o a s a n e en x ho ita l sp
M5 We W i de ing st n	N S W	Int l in k Ro ds er a	D & C	3 1 6	2 0 1 2	2 0 1 4	Ro ds a	W i de ing f M5 We fro lan hre st tw to t n o m o es e lan in bo h d irec ion t t es s
A de la i de Co ion Ce nt ntr nve e Re de lop nt ve me	S A	De f P lan ing art nt p me o n , Tra ort & In fra str tur ns p uc e	M C	3 0 5	2 0 1 1	2 0 17	Co ia l mm erc	Re de lop d e ion f e ist ing nt xte ve me an ns o x Co Ce nt ion ntr nve e
So ut he Ex rn p res sw ay Du l ica ion t p	S A	De art nt for Tra ort p me ns p , En & In fra str tur erg uc e y	C D &	27 2	2 0 1 2	2 0 1 4	Ro ds a	So Du l ica t ion f ut he Ex in p o rn p res sw ay A de la i de
6 Bu l k Wa ter	A C T	A C T E W Co ion t rp ora	A L L	2 6 1	2 0 0 8	2 0 1 3	Wa ter	En lar f e ist ing da ip l ine d t o g em en m, p e s a n x ing ion st at p um p

1Disclosure of major projects is subject to client approval. This could impact the projects available for disclosure.

2Locations are Queensland (Qld); Victoria (Vic); New South Wales (NSW); South Australia (SA); and Australian Capital Territory (ACT).

3Contract types are Guaranteed Maximum Price (GMP); Alliance (ALL); Design & Construct (D&C); and Managing Contractor (MC).

4Secured date represents the financial year in which the project was secured.

5Completion date represents the expected financial year in which the project will be completed.

6Represents the Group's interest in the project joint venture.

7Backlog revenue as at 30 June 2012 for the projects listed on pages 6 to 8 totals \$6,294 million, representing 68% of the total construction backlog revenue for the region.

Construction – Infrastructure – Major Projects1,7

Pro jec t	2 Loc atio n	Clie nt	Co ntr act 3 Typ e	Co tio nst ruc n Va lue A\$ m	Se ed cur 4 Da te	Co leti mp on 5 Da te	Se cto r	De ip tio scr n
Re ion l Ra i l L in k g a 6 Pa ka E c g e	V ic	De f Tra art nt ort p me o ns p V icto ia r	D & C	25 3	2 0 1 2	2 0 15	Ra i l	De ig d c ion f 25 km f c iv i l, k, str t tra s n a n on uc o o c str tur l an d s tat ion ks fro De Pa k t uc a w or m er r o , We We i be st rr e
6 Wa ter Re A l l ian so urc es ce	V ic	Me l bo Wa ter urn e	A L L	2 2 0	2 0 0 9	2 0 1 3	Wa ter	Ma t o f Me l bo Wa ter ita l na g em en urn e ca p ks f ive wo r p rog ram ov er ea rs y
Ca l R i dg va e	Q l d	B M A l l ian ce	S O R	2 1 1	2 0 1 2	2 0 1 3	Ro ds a	Co ion f ha l ro d a d m ine nst t ruc o a n u in fra str tur uc e
Bu la h de la h By p as s	N S W	Ro ds & Ma it ime Se ice a r rv s	L S / S O R	9 8 1	2 0 0 1	2 0 3 1	Ro ds a	Co ion f a ion f h ig hw i d nst t ct ruc o ne w se o ay , m S rt h c st f N W no oa o
Ma lea R ive Br i dg c y r es	S N W	Se Ro ds & Ma it ime ice a r rv s	C D &	1 9 2	2 0 1 1	2 0 1 3	Br i dg es	Up de to ct ion f t he Pa i f ic H ig hw g ra a se o c ay , i d-n h c f N S W ort st m oa o
Ba He d lan d p k ran g aro o a ar	N S W	Ba De l ive ran g aro o ry Au ho ity t r	D & C	1 6 3	2 0 1 2	2 0 15	Ma ine / Po rts r	T he ion f t he he d lan d p k, nst t co ruc o a ar inc lu d ing ha bo a ne w r ur co ve
C ity Ce l To ntr 8 a we r	S A	Ca ha Pro ert ve rs m p y De lop nt ve me	L S	15 9	2 0 1 0	2 0 1 3	Co ia l mm erc	Co ion f a f f ice bu i l d ing nst t 17 -st ruc o ore y o
6 W ig ins Is lan d g	Q l d	W ig ins Is lan d Co l Ex ort g a p Te ina l Pty L im ite d rm	D & C	15 9	2 0 1 2	2 0 1 3	M in ing	Bu l k e hw ks d s ite ion art t or an p rep ara
Ho l bro k By o p as s	N S W	Ro ds & Ma it ime Se ice a r rv s	S O R	15 3	2 0 1 1	2 0 1 3	Ro ds a	Up de ion f t he Hu H ig hw to ct g ra a se o me ay , S ut h-w est N W so
Re ion l Ra i l L in k g a 6 Pa ka B c g e	V ic	De art nt f Tra ort p me o ns p V icto ia r	A L L	1 3 0	2 0 1 2	2 0 15	Ra i l	De ig d c str t ion f n i l s n a n on uc o ew ra in fra for ice str tur try uc e co un p as se ng er se rv s be Fo d So he Cr tw ots ut ee n cra y an rn os s ion sta t s
Ma ins Ro d & Ke ls Ro d a sse a Int t ion Up de ers ec g ra	Q l d	De f Tra art nt ort p me o ns p Q d Ma in Ro ds L D an a	D & C	1 1 0	2 0 1 2	2 0 1 4	Ro ds a	Co ion f a de he ist ing nst t t t ruc o n u n rp as s a ex int t ion ers ec
Na ion l D isa Re t ste a r co ve ry d Re l ie f Ar ts an ran g em en	Q l d	To i l le C ity Co i l wn sv un c	M C	1 0 2	2 0 1 1	2 0 1 3	Pu b l ic Bu i l d ing s	Re irs ds to 8 0 r p a oa

1Disclosure of major projects is subject to client approval. This could impact the projects available for disclosure.

2Locations are Victoria (Vic); Queensland (Qld); New South Wales (NSW); and South Australia (SA).

3Contract types are Design & Construct (D&C); Alliance (ALL); Schedule of Rates (SOR); Lump Sum (LS); and Managing Contractor (MC).

4Secured date represents the financial year in which the project was secured.

5Completion date represents the expected financial year in which the project will be completed.

6Represents the Group's interest in the project joint venture.

7Backlog revenue as at 30 June 2012 for the projects listed on pages 6 to 8 totals \$6,294 million, representing 68% of the total construction backlog revenue for the region.

Investment Management – Funds Under Management (FUM)¹

		Jun e 201 2	Jun e 201 1
Fun d	Fun d T ype	A\$ b	A\$ b
Au l ian Pr im Pro Fu ds str ert a e p y n	Co re	6. 4	6 5.
Co Le d Le P lus Fu d n as e re n	Co P lus re	0. 5	0. 5
Le d Le Co it ies Fu d 1 n as e mm un n	Va lue A d d	0. 1	0. 1
Le d Le Re l Es Pa Fu ds tat rtn n as e a e ers n	En ha d nc e	0. 6	0. 4
2 Le d Le Re i l Pa Au l ia Fu d ta rtn str n as e ers a n –	Co P lus re	0. 1
Ma d Inv est nt Ma da tes na g e me n	Co re	1. 1	1. 1
To l F U M ta		8. 8	7.7

1FUM represents the gross market value of real estate and other related assets in managed funds and investment mandates of the Group.

2The Group launched the Lend Lease Retail Partners - Australia Fund (LLRPA) in June 2012.

	Jun e 201 2 A\$ b	Jun e 201 1 A\$ b
F U M he be inn ing f t he at t g o ea y r	7.7	1 7.
A d d it ion s	0 1.	0. 7
Re du ct ion s	( ) 0. 1	( ) 0. 2
Ne lua ion t re t va s	0. 2	0. 1
F U M he d o f t he at t en y ea r	8. 8	7.7

Investment Management – Investments

	Re ion g	Len d L eas e Inte t res %	1 Ma rke t V alu e Jun e 2 012 A\$ m	1 Ma rke t V alu e Jun e 2 011 A\$ m
Pa ke ha P lac n m e	Au l ia str a	25 0	1 0. 0	1 0. 8
Cr ig ie bu Ce l ntr a rn a	Au l ia str a	25 0	2 0. 0	1 1.5
Au l ian Pr im Pro Fu ds str ert a e p y n	Au l ia str a	2 Va iou r s	0. 5 1	8. 0 4
Le d Le Re l Es tat Pa rtn Fu ds n as e a e ers n	Au str l ia a	2 Va iou r s	6 2. 6	5 1. 9
Le d Le Co P lus Fu d n as e re n	Au l ia str a	1 3. 8	4 3. 5	4 3. 3
Le d Le Co it ies Fu d 1 n as e mm un n	Au l ia str a	2 0. 8	8. 9	1 0. 2
3 Le d Le Re i l Pa Au l ia Fu d ta rtn str n as e ers a n –	Au l ia str a	2. 6	2. 0
4 Ne Ze lan d Re i l Po fo l io ta rt w a	Ne Ze lan d w a			1 4 0. 1
4 Le d Le Re l Es Pa Ne Ze lan d Fu d tat rtn n as e a e ers a n w	Ne Ze lan d a w	5. 3	5. 1
To l Inv ta est nts me			2 0 2. 2	3 15 8

1Market value represents the Group's assessment of the value of the underlying assets.

2The Group holds varying proportional interests in the Australian Prime Property Funds (APPF) and Real Estate Partners Funds (REP).

3The Group launched the Lend Lease Retail Partners - Australia Fund (LLRPA) in June 2012.

4During the year, the Group sold the New Zealand Retail Portfolio to Lend Lease Real Estate Partners New Zealand Fund (LLREPNZ). LLREPNZ was launched in October 2011.

Investment Management – Assets Under Management

			2 Ma rke t V alu e Jun e	2 Ma rke t V alu e Jun e
Sh ing Ce ntr op p es	Ma ed Be hal f of nag on	GL A 1 /00 0s sqm	201 2 A\$ m	201 1 A\$ m
Ca Ce Q irn ntr l, l d s a	A P P F Re ta i l	5 2. 8
Ca lan d Ce l, Q l d ntr ne a	A P P F Re i l ta	6 3. 6
Su h ine P laz Q l d ns a,	A P P F Re i l / Ot he Jo int Ow ta r ne rs	7 3. 3
Er ina Fa ir, N S W	A P P F Re i l / Ot he Jo int Ow ta r ne rs	2. 3 1 1
Sq S Ma rt hu N W ca r ua re,	/ Ot Ow A P P F Re ta i l he Jo int r ne rs	9 3. 5
M i d C ity ( i l ), N S W ret a	A P P F Re i l / Ot he Jo int Ow ta r ne rs	9. 1
Gr bo h P laz V ic ee ns rou g a,	A P P F Re i l ta	8. 2 5
Ca l ine Sp ing Sq V ic ro r s ua re,	A P P F Re i l / Le d Le Co P lus Fu d ta n as e re n	2 1. 0	5, 17 1. 4	4, 8 4 0. 3
Pa ke ha P lac V ic n m e,	/ A P P F Re ta i l Le d Le n as e	15 8
La ke i de Jo da lup W A s on ,	A P P F Re i l / Ot he Jo int Ow ta r ne rs	7 1. 1
Me i Ma ket lac N S W na r p e,	R E P 3	1 6. 8
Se lem C ity, N S W tt t en	R E P 3	1 9. 2
So h lan ds Bo lev de W A ut u ar ,	R E P 3	2 0. 9
Ar da le S ho ing C ity, W A ma p p	R E P 3	3 1. 0
No hg W A rt ate ,	R E P 3	15 9
Stu d Pa k, V ic r	L L R P A	2 6. 8
To l ta		7 0 1. 3	5, 17 1. 4	4, 8 4 0. 3

1GLA represents the gross lettable area of the centres.

2Market value represents the Group's assessment of the value of the underlying assets.

Infrastructure Development

3 Pro jec t He lt hc	Loc atio n	Sta tus	Ac l tua Fin ial anc Clo Da te se	Op tio nal era Te rm Ye ars	Est ima ted Ca ital p 1 Sp end A\$ m	Pe nta rce ge of Co tio nst ruc n Co lete mp %	Fac iliti es Ma ent nag em Rev enu e Ba ckl og A\$ m	Inv ed est Eq uity A\$ m	Co itte d mm 2 Eq uity A\$ m
a are Qu Ce E l iza be t h I I Me d ica l ntr ee n e Ca Pa k r r	Pe rt h	Co nst t ion ruc	Ju l– 1 1	2 6	1 4 0	4 2	3 1. 4		15 0
To ta l					1 4 0		3 1.5	–	15 0

1Represents total estimated capital spend over the contract duration.

2Committed equity refers to equity contributions the Group has a future commitment to invest.

3The Group sold its 50% equity interest in the South Australian Schools PPP project during the year.

Development – Overview

	Jun e 201 2	Jun e 201 1
De lop nt Pro f i le ve me
Nu be f de lop j nt ts m r o ve me p ro ec	1	2

Development – Project Listing

Pro jec t	Loc atio n	Ow shi Inte t ner p res	Est ima ted Co leti mp on Da te	Est ima ted Co ial/ Ret ail mm erc Ba ckl og 1 /00 0s sqm
TM Je m	S ing ap ore	25 % D ire 7. 6 % In d irec ct, t	2 0 1 3	1 0 9
To l ta				1 0 9

1Represents gross floor area.

Construction

New Work Secured and Backlog Revenue

	Ne w W ork 1 Se ed Rev cur enu e Jun e 201 2 A\$ m	Ne w W ork 1 Se ed Rev cur enu e Jun e 201 1 A\$ m	2 Ba ckl Rev og enu e Jun e 201 2 A\$ m	2 Ba ckl Rev og enu e Jun e 201 1 A\$ m
Bu i l d ing	3 6 9. 8	8 0 4. 9	5 0 2.5	7 4 2. 8
En ine ing g er	2 9 5. 9	5 9. 9	1 9 0. 2	4. 1
To ta l As ia	6 6 5. 7	8 6 4. 8	6 9 2.7	7 4 6. 9

1New work secured revenue is the total revenue to be earned from projects secured during the year.

2Backlog revenue is the total revenue to be earned from projects in future financial years based on projects secured as at 30 June 2012.

Backlog Realisation

	Ye E ndi ar ng Jun e 2 013 %	Ye End ing ar Jun e 2 014 %	Po st Jun e 2 014 %	Tot al %
Bu i l d ing	8 0	1 6	4	1 0 0
En ine ing g er	7 0	3 0		1 0 0
To ta l As ia	77	2 0	3	1 0 0

Construction – Major Projects1,5

Pro	Loc atio	Clie	Co ntr act 2	Co tio nst ruc n Va lue A\$	Se ed cur 3 Da te	Co leti mp on 4 Da te	Se	De tio
jec t	n	nt	Typ e	m			cto r	ip scr n
TM Je m	S ing ap ore	Le d Le n as e	G M P	3 2 4	2 0 1 1	2 0 1 4	M ixe d u se	/co M ixe d u ret i l ia l de lop nt in se a mm erc ve me Ju S ing ron g, ap ore
So ft ba k Fa st Po le n	Ja p an	So ft ba k Mo b i le n	C M	1 6 2	2 0 1 1	2 0 1 4	Te lec om	In it ia l p ha for t he de ig d s ly f se s n a n up p o
							ica ion t mu n	lec ica ion les ret e t t co nc e om mu n s p o
Sta for d Am ica m er n Int ion l Sc ho l P ha at 2 ern a o se	S ing ap ore	Sta for d Am ica m er n Int ion l Sc ho l at ern a o	G M P	75	2 0 1 2	2 0 1 4	E du ion t ca	De ig is ion d c ion f a str t s n, su p erv an on uc o n ion he int ion l sc ho l an d ext to t at en s ne w ern a o
								in w ks he ist ing ho l rta at t ce or ex sc o
Me k rc	S ing ap ore	M S D Int ion l Gm b H at ern a	C M	4 0	2 0 1 2	2 0 1 4	P ha rm a	Co ion f n fac ing fac i l ity nst t tur ruc o ew m an u
							ica l ut ce	/ S it h in t he Me k M D c Ta at w rc am p us us
Co ing Ta ic hu P ha rn ng se A B & 6 S 5	Ta iwa n	Co ing D isp lay rn Te hn log ies Ta iwa Co c o n, ., Lt d	C M	Co f i de ia l nt n	2 0 1 1	2 0 1 3	In du ia l str	L C D g las fac ing fac i l ity tur s m an u

1Disclosure of major projects is subject to client approval. This could impact the projects available for disclosure.

2Contract types are Guaranteed Maximum Price (GMP); Managing Contractor (MC); and Construction Management (CM).

3Secured date represents the financial year in which the project was secured.

4Completion date represents the expected financial year in which the project will be completed.

5Backlog revenue as at 30 June 2012 for the listed projects (excluding the confidential Corning project) totals \$487 million, representing 70% of the total construction backlog revenue for the region.

Investment Management – Funds Under Management (FUM)¹

		Jun e 201 2	Jun e 201 1	Jun e 201 2	Jun e 201 1
Fun d	Fun d T ype	S\$ b	S\$ b	A\$ b	A\$ b
2 Pa kw Pa de Pa h ip L im ite d rtn r ay ra ers	Co P lus re	1. 1	1. 1	0. 8	0. 9
( ) Le d Le As ian Re ta i l Inv est nt Fu d A R I F n as e me n	Co / Va lue A d d re	1. 8	1.5	1. 4	1. 1
To ta l F U M		2. 9	2. 6	2. 2	2. 0

1FUM represents the gross market value of real estate and other related assets in managed funds and investment mandates of the Group.

2 Parkway Parade Partnership Limited (PPPL) was launched during June 2012. PPPL is a recapitalisation and extension of Asia Pacific Investment Company No. 2 Limited (APIC 2). PPPL's next review point will be in 2019.

	Jun e 201 2 S\$ b	Jun e 201 1 S\$ b	Jun e 201 2 A\$ b	Jun e 201 1 A\$ b
F U M at t he be inn ing f t he g o y ea r	2. 6	2. 0	2. 0	1. 6
1 Fo ig ha t re n e xc ng e m ov em en			0. 1	( 0. 2 )
A d d it ion s	0. 2	0. 5	0. 1	0. 5
Re du ion ct s	( 0. 1 )		( 0. 1 )
Ne lua ion t re t va s	0. 2	0. 1	0. 1	0. 1
F U M he d o f t he at t en y ea r	2. 9	2. 6	2. 2	2. 0

1Foreign exchange movement arising from translating opening FUM in local currency between June 2011 and June 2012.

Investment Management – Investments

	Len d L eas e Inte t res %	1 Ma rke t V alu e Jun e 201 2 S\$ m	1 Ma rke t V alu e Jun e 201 1 S\$ m	1 Ma rke t V alu e Jun e 201 2 A\$ m	1 Ma rke t V alu e Jun e 201 1 A\$ m
2 Pa kw Pa de Pa rtn h ip L im ite d r ay ra ers	4. 9	3 0. 0	1 6 0. 6	2 3. 8	1 2 1.7
3 3 1 3 @s et om ers	25 0	1 27 8	1 2 4. 3	1 0 1. 6	9 4. 2
TM 4 Je m	25 0	9 9. 2	7 6. 7	7 8. 8	5 8. 1
Le d Le As ian Re i l Inv Fu d ta est nt n as e me n
3 ( @s ) A R I F 1 3 1 3 et om ers -	1 0. 1	3 8. 9	3 7. 6	3 0. 6	2 8. 5
5 A R I F 2 ( Se ia ) t -	1 0. 1	2. 6	1.5	2.5	1. 1
TM) 4 A R I F 3 ( Je m -	1 0. 1	3 0. 4	2 4. 3	2 4. 1	1 8. 4
To l Inv ta est nts me		3 2 8. 9	4 25 0	2 6 1. 4	3 2 2. 0

1Market value represents the Group's assessment of the value of the underlying assets.

2PPPL was launched during June 2012. PPPL is a recapitalisation and extension of APIC 2. The Group sold down its interest in PPPL from 21.1% to 4.9% during June 2012.

3The Group owns 25% of the 313@somerset retail centre directly, with the remaining 75% held by ARIF 1, in which the Group holds a 10.1% interest.

4The Group owns 25% of the Jem site in Singapore, with the remaining 75% held by ARIF 3, in which the Group holds a 10.1% interest.

5The Group owns 10.1% of ARIF 2, which has a 50% ownership interest in the Setia City Mall development.

Investment Management – Assets Under Management

Sh ing Ce ntr op p es	Ma ed Be hal f of nag on	1 GL A /00 0s sqm	2 Ma rke t V alu e Jun e 2 012 S\$ m	2 Ma rke t V alu e Jun e 201 1 S\$ m	2 Ma rke t V alu e Jun e 2 012 A\$ m	2 Ma rke t V alu e Jun e 201 1 A\$ m
S Pa kw Pa de ing r ay ra ap ore ,	Pa kw Pa de Pa rtn h ip L im ite d r ay ra ers	5 2.5	1, 0 6 2. 0	9 7 4. 2	8 4 2. 9	7 3 8. 0
@s S 3 1 3 et, ing om ers ap ore	/ A R I F Le d Le n as e	27 1	1, 15 0. 0	1, 15 0. 0	9 1 2.7	8 7 1. 2
3 Se C t ia ity Ma l l	/ A R I F Le d Le n as e	1 0 7. 0	15 6. 0		1 2 3. 8
To l ta		1 8 6. 6	2, 3 6 8. 0	2, 1 2 4. 2	1, 8 9. 4 7	1, 6 0 9. 2

1GLA represents the gross lettable area of the centres.

2Market value represents the Group's assessment of the value of the underlying assets.

3Setia City Mall opened in May 2012.

Development – Overview

	Jun e	Jun e
	201 2	201 1
De lop Pro f i le nt ve me
Nu be f de lop nt j ts m r o ve me p ro ec	2 3	2 3

Development – Project Listing

Pro jec t	Loc atio n	Ow shi Inte t ner p res	Est ima ted Co leti mp on 1 Da te	Ba ckl og Lan d 2 Un its	Ba ckl og Bu ilt- For m 2 Un its	Est ima ted Co ial mm erc Ba ckl og /00 0s sqm
Zo d Pro j ts ne ec
U K Re i de ia l Pro j nt ts s ec	U K	Va iou s r	Va iou s r		2, 3 2 7	1 1
Gr ic h Pe ins la ee nw n u	U K	% 5 1	2 0 3 0	5, 9 6 1	3, 1 9 1	3 3 2
Str Qu at for d Int at ion l art ern a er	U K	% 5 0	2 0 2 6		3 3 4	3 8 4
To l zo d ta ne				5, 9 6 1	5, 8 9 7	7 27
Un d Pro j ts zo ne ec
U K Re i de ia l Pro j nt ts s ec	U K	1 0 0 %	Va iou s r		3 15
E lep ha d Ca le nt st an	U K	% 1 0 0	2 0 25		2, 9 7 9	2 0
To l u d ta nzo ne				–	3, 2 9 4	2 0
3 To l De lop ta nt ve me				5, 9 6 1	9, 1 9 1	7 47

1Estimated completion date for built-form units represents the financial year in which the project construction is expected to be completed.

2Backlog includes the total number of units in Group-owned and joint venture projects. The actual number of units for any particular project can vary as planning approvals are obtained.

3 Projects in the UK include residential developments, Athletes' Village, Stratford International Quarter, Greenwich Peninsula and Elephant and Castle. Athletes' Village is progressing on a fee-based arrangement and therefore is excluded from the backlog metrics. During June 2012, the Group announced a conditional sale of its stake in Greenwich Peninsula Regeneration Limited to Quintain Estates and Developments PLC (QED). Subsequent to year end, the shareholders of QED voted to approve the transaction and the sale has now completed.

Construction

New Work Secured and Backlog Revenue

	Ne w W ork 1 Se ed Rev cur enu e Jun e 201 2 £m	Ne w W ork 1 Se ed Rev cur enu e Jun e 201 1 £m	2 Ba ckl Rev og enu e Jun e 201 2 £m	2 Ba ckl Rev og enu e Jun e 201 1 £m
Bu i l d ing	6 4 9. 6	8 8 1. 4	8 3 9. 0	9 0 1. 0
En ine ing g er	0. 6 1	2 3. 0	6 1 4.	15 4
To l Eu ta rop e	6 6 0. 2	9 0 4. 4	8 5 3. 6	9 1 6. 4

1New work secured revenue is the total revenue to be earned from projects secured during the year.

2Backlog revenue is the total revenue to be earned from projects in future financial years based on projects secured as at 30 June 2012.

Backlog Realisation

	Ye E ndi ar ng Jun e 2 013	Ye End ing ar Jun e 2 014	Po st Jun e 2 014	Tot al
	%	%	%	%
Bu i l d ing	6 5	2 2	2 2	0 0 1
En ine ing g er	5 8	15	27	1 0 0
To l Eu ta rop e	5 7	2 3	2 0	1 0 0

Construction – Major Projects1,6

Pro jec t	Loc atio n	Clie nt	Co ntr act 2 Typ e	Co tio nst ruc n Va lue 3 £m	Se ed cur 4 Da te	Co leti mp on 5 Da te	Se cto r	De ip tio scr n
At h lete ' V i l lag s e	Lo do n n	Le d Le / O ly ic n as e mp De lop nt ve me Au ho ity t r	C M	9 77	2 0 0 8	2 0 1 4	Re i de ia l nt s	At h lete ' V i l lag for he Lo do 2 0 1 2 O ly ic a d t s e n n mp n Pa ly ic Ga he ion O ly ics t t- ra mp me s, n c on ve rs p os mp
B P	Pa Eu n- rop e	B P	P M	9 7 6	2 0 0 9	2 0 1 4	Re i l ta	Fra k a int in B P s ice ion nt to st at me wo r g ree me ma a erv s Eu ac ros s rop e
Mo D S L A M P ha 2 se –	U K	De fen Es tat ce es	G M P	3 3 1	2 0 0 3	2 0 1 3	Go t ve rnm en	Ne d u de d s ing le l iv ing da ion for he t t an p g ra ac co mm o w i l ita m ry
So ut h We st Pr im e Co ntr t ac	So ut h We st En lan d g	De fen Es tat ce es	G M P	2 0 2	2 0 0 4	2 0 1 3	Go t ve rnm en	Pro is ion f e sta te t a d p j t v o ma na g em en n ro ec ice t s ma na g em en erv s
Re t 's P lac No rt h g en e – Ea Qu dra st nt a	Lo do n n	Br it is h La d p lc n	C M	1 8 4	2 0 1 2	2 0 1 3	Mix ed us e	Co nst t ion f 5 0, 0 0 0s f o f f ice ta i l an d ruc o q m o , re i de ia l bu i l d ing nt res s
Sc is h Na ion l Are ott t a na	G las g ow	Sc is h Ex h i b it ion ott d Co fer an n en ce Ce Lt d ntr e	S L	7 8	2 0 1 1	2 0 1 3	Co ia l mm erc	Co ion f e h i b it ion d c fer nst t ntr ruc o x an on en ce ce e

1Disclosure of major projects is subject to client approval. This could impact the projects available for disclosure.

2Contract types are Construction Management (CM); Project Management (PM); Guaranteed Maximum Price (GMP); and Lump Sum (LS).

3Construction value in PM assignments is the gross construction value and may not correlate to revenue recognised on the project.

4Secured date represents the financial year in which the project was secured.

5Completion date represents the expected financial year in which the project will be completed.

6Backlog revenue as at 30 June 2012 for the listed projects totals £770 million, representing 91% of the total construction backlog revenue for the region.

Investment Management – Funds Under Management (FUM)¹

		Jun e 201 2	Jun e 201 1	Jun e 201 2	Jun e 201 1
Fun d	Fun d T ype	£b	£b	A\$ b	A\$ b
Le d Le Re i l Pa h ip ta rtn n as e ers	Co re	0. 7	0. 6	1. 1	1. 0
Le d Le P F I / P P P In fra Fu d L P ( U K I F ) str tur n as e uc e n	Co re	0. 1	0. 1	0. 2	0. 1
2 C he lms for d Me do L im ite d Pa h ip rtn a ws ers	Va lue A d d		0. 1		0. 1
To l F U M ta		0. 8	0. 8	1. 3	1. 2

1FUM represents the gross market value of real estate and other related assets in managed funds and investment mandates of the Group.

2During the year, the Group sold its 75% interest in the Chelmsford Meadows retail asset.

	Jun e 201 2 £b	Jun e 201 1 £b	Jun e 201 2 A\$ b	Jun e 201 1 A\$ b
F U M he be inn ing f t he at t g o y ea r	0. 8	0. 8	1. 2	1. 4
1 Fo ig ha t re n e xc ng e m ov em en			0. 1	( 0. 2 )
A d d it ion s	0. 1	0. 1	0. 1	0. 1
Re du ct ion s	( ) 0. 1	( ) 0. 1	( ) 0. 1	( ) 0. 2
Ne lua ion t re t va s				0. 1
F U M at t he d o f t he en y ea r	0. 8	0. 8	1. 3	1. 2

1Foreign exchange movement arising from translating opening FUM in local currency between June 2011 and June 2012.

Investment Management – Investments

	Len d L eas e Inte t res %	1 Ma rke t V alu e Jun e 2 012 £m	1 Ma rke t V alu e Jun e 2 011 £m	1 Ma rke t V alu e Jun e 2 012 A\$ m	1 Ma rke t V alu e Jun e 2 011 A\$ m
2 B lue ter wa	3 0. 0	4 8 1.7	47 2. 3	6. 9 77	2 6. 6 7
3 Wa ing ton Re ta i l L im ite d Pa rtn h ip rr ers	5 0. 0
C 4 he lms for d Me do Un it Tru st a ws			4 0. 3		6 2. 0
5 C lar Do k en ce c			0. 8		1. 3
Le d Le Re i l Pa h ip ta rtn n as e ers	4. 1	27 0	2 6. 9	3. 4 5	3 4 1.
/ ( ) Le d Le P F I P P P In fra str tur Fu d L P U K I F n as e uc e n	1 0. 0	8. 5	6. 0	1 3. 7	9. 2
Le d Le G lo ba l Pro ies S I C A F & L L G lo ba l ert n as e p , Re l Es A dv ise tat a e rs	2 4. 8	0. 3	0. 2	0. 5	0. 4
Co Ste S C he & I A V n ers ,	7. 9	5. 3	6. 9	8. 6	1 0. 6
To l ta		5 2 2. 8	5 5 3. 4	8 4 3. 2	8 5 1. 4

1Market value represents the Group's assessment of the value of the Group's interest in the underlying assets.

2 The market value at 30 June 2012 of 100% of Bluewater was £1,605.5 million (A\$2,589.5 million). Bluewater is treated as inventory in the financial statements and is therefore reflected at cost, which at 30 June 2012 was A\$445.4 million.

3The market value of the Warrington Retail Limited Partnership net assets was below zero at 30 June 2012 and, as a result, the Group's investment has been written down to nil.

4During the year, the Group sold its 75% interest in the Chelmsford Meadows Unit Trust.

5During the year, the Group sold its 100% interest in Clarence Dock.

Investment Management – Assets Under Management

Sh ing Ce ntr op p es	Ma ed Be hal f of nag on	1 GL A /00 0s sqm	2 Ma rke t V alu e Jun e 2 012 £m	2 Ma rke t V alu e Jun e 2 011 £m	2 Ma rke t V alu e Jun e 2 012 A\$ m	2 Ma rke t V alu e Jun e 2 011 A\$ m
B lue ter Ke nt wa ,	/ Le d Le Re ta i l Pa rtn h ip Le d Le n as e ers n as e	1 6 3. 7	1, 6 0 5. 5	1, 5 7 4. 4	2, 5 8 9. 5	2, 4 2 2. 2
To hw d, So l i hu l l uc oo	Le d Le Re i l Pa h ip ta rtn n as e ers	6 0. 4	25 1. 3	25 1. 8	4 0 5. 3	3 8 7. 3
Go l de Sq Wa ing ton n ua re, rr	Wa ing Re i l Un it Tru ton ta st rr	6 8. 9	1 3 3. 2	1 3 4.5	2 1 4. 8	2 0 0 7.
3 C lar Do k, Le ds en ce c e	Le d Le Re l Es Inv Se ice tat est nt n as e a e me rv s			0. 8		1. 2
4 C T he Me do he lms for d a ws ,	C he lms for d Me do Un it Tru st a ws			5 3. 7		8 2. 6
4 To l ta		2 9 3. 0	1, 9 9 0. 0	2, 0 15 2	3, 2 0 9. 6	3, 1 0 0. 3

1GLA represents the gross lettable area of the centres.

2Market value represents the Group's assessment of the value of the underlying assets.

3During the year, the Group sold its 100% interest in Clarence Dock.

4During the year, the Group sold its 75% interest in the Chelmsford Meadows Unit Trust.

Infrastructure Development – Project Listing

			Ac tua l Fin ial anc	Op tio nal era Te rm	Est ima ted Co tio nst ruc n 1 Va lue	Pe nta rce ge of Co nst tio ruc n Co lete mp	Fac iliti es Ma ent nag em Rev enu e 2 Ba ckl og	Inv est ed Eq uity	Co itte d mm 3 Eq uity
Pro jec t	Loc atio n	Sta tus	Clo Da te se	Ye ars	£m	%	£m	£m	£m
He lt hc a are
4 Ca l de da le Ho ita l r sp	U K	Op ion l t era a	Ju l– 9 8	3 3	8 7	1 0 0	4 4
4 Wo Ho ita l ste rce r sp	U K	Op ion l t era a	Ma 9 9 r–	3 3	8 2	1 0 0	5 8
4 He ha Ho ita l – P ha 1 a d 2 x m sp se s n	U K	Op ion l t era a	Ap 0 1 r–	3 2	2 9	1 0 0	1 1
4 Bu ley Ho ita l rn sp	U K	Op ion l t era a	Oc 0 3 t–	3 0	27	1 0 0	1 6
4 Le ds Ho ita l e sp	U K	Op ion l t era a	Oc 0 4 t–	3 3	17 5	1 0 0	4 8
4 He ha Ho ita l – P ha 3 x m sp se	U K	Op t ion l era a	Ju l– 0 6	27	2 4	1 0 0	8
4,5 Ma he Ho ita l ste nc r sp	U K	Op ion l t era a	De 0 4 c–	3 8	3 9 3	1 0 0	4 1
Ma j da ho da Ho ita l a n sp	Sp in a	Op ion l t era a	Ap 0 5 r–	3 0	1 8 7	1 0 0	5	4. 0
Bre ia 2 sc	Ita ly	Un de ion str t r c on uc	Ma 1 1 r–	3 3	9 1	3 1	3 7	0. 5	3. 1
Su bto l ( ie d for d ) ta ca wa rr r					1, 0 9 5		3 0 4	4.5	3. 1

1Represents total estimated construction value over the contract duration.

2Facilities management revenue backlog disclosed is for a maximum of 10 years, although PPP contracts typically operate for a period of up to 40 years.

3Committed equity refers to equity and loan stock contributions that the Group has a future commitment to invest.

4Equity interest in these projects is held by the Lend Lease managed UKIF. The Group has a 10% interest in the UKIF.

5The Group sold its equity interest in this asset to the UKIF during the year.

Infrastructure Development – Project Listing continued

Pro jec t	Loc atio n	Sta tus	Ac tua l Fin ial anc Clo Da te se	Op tio nal era Te rm Ye ars	Est ima ted Co tio nst ruc n 1 Va lue £m	Pe of nta rce ge Co nst tio ruc n Co lete mp %	Fac iliti es Ma ent nag em Rev enu e 2 Ba ckl og £m	Inv est ed Eq uity £m	Co itte d mm 3 Eq uity £m
Su bto l he lt hc j ( bro ta ts a are p ro ec ug	ht for d ) wa r				1, 0 9 5		3 0 4	4.5	3. 1
E du ion t ca
4 Ne le Sc ho ls ast wc o	U K	Op ion l t era a	Ma 0 2 r–	27	5 0	1 0 0	2 0
4 Sc L inc ln ho ls o o	U K	Op ion l t era a	Se 0 1 p–	3 1	2 0	1 0 0	7
4 L i l ian Ba l is Sc ho l o y	U K	Op ion l t era a	Fe b– 0 3	27	1 3	1 0 0	7
4 La h ire Sc ho ls P ha 1 nc as o se	U K	Op ion l t era a	De 0 6 c–	25	8 1	1 0 0	2 8
4 Sc La h ire ho ls P ha 2 nc as o se	U K	Op t ion l era a	De 0 7 c–	25	3 4	1 0 0	8
4,5 La h ire Sc ho ls P ha 2 A nc as o se	U K	Op ion l t era a	Ju l– 0 8	25	5 9	1 0 0	1 3
4,5 La h ire Sc ho ls P ha 3 nc as o se	U K	Op ion l t era a	Ju 0 9 n–	25	6 9	1 0 0	1 3
4 Co k Ma it im Co l leg r r e e	Ire lan d	Op ion l t era a	Fe b– 0 3	27	3 0	0 0 1	1 1
S B irm ing ha B F P ha 1 A m se	U K	Op t ion l era a	Au 0 9 g–	25	6 9	1 0 0	3 0	4. 6
B irm ing ha B S F P ha 1 B m se	U K	Un de ion str t r c on uc	Ju l– 1 1	2 4	3 2	6 5	1 6		2. 9
Ac da ion t co mm o
4 Tre 1 as ury	U K	Op ion l t era a	Ma 0 0 y–	3 7	1 1 4	1 0 0	5 5
4 Tre 2 as ury	U K	Op t ion l era a	Ja 0 3 n–	3 5	1 4 8	1 0 0	4 6
4,5 S he f f ie l d Un ive ity rs	U K	Op ion l t era a	Ma 0 6 y–	4 0	1 6 9	1 0 0	3 4
Wa ste
La h ire Wa ste nc as	U K	Un de ion str t r c on uc	Ma 0 7 r–	25	25 2	9 9		5 1. 9
4,5 So h Ty d We Wa ut ste ne an ar	U K	Un de ion str t r c on uc	Ap 1 1 r–	25	17 5	3 8
To ta l					2, 4 1 0		5 9 2	6 1. 0	6. 0

1Represents total construction value over the contract duration.

2Facilities management revenue backlog disclosed is for a maximum of 10 years, although PPP contracts typically operate for a period of up to 40 years.

3Committed equity refers to equity and loan stock contributions that the Group has a future commitment to invest.

4Equity interest in these projects is held by the Lend Lease managed UKIF. The Group has a 10% interest in the UKIF.

5The Group sold its equity interest in these assets to the UKIF during the year.

Development – Overview

	Jun e	Jun e
	201 2	201 1
De lop Pro f i le nt ve me
1 Nu be f de lop j nt ts m r o ve me p ro ec	6	4

1Includes operational (secured) projects and projects where the Group has been appointed as the preferred bidder.

Development – Project Listing

			Se ed cur	Est ima ted Co leti mp on	Ba ckl og Lan d	Ba ckl og Bu ilt- For m	Est ima ted Co ial mm erc Ba ckl og
Pro jec t	Loc atio n	Ow shi Inte t ner p res	1 Da te	2 Da te	3 Un its	3 Un its	/00 0s sqm
Ho izo Up tow r n n	Co lor do a	1 0 0 %	2 0 0 6	2 0 3 0	3, 8 6 0		3 7 1
To l Co it ies ta mm un					3, 8 6 0	–	3 7 1

1Secured date represents the financial year in which the Group was announced as the preferred proponent for the project.

2Estimated completion date for master-planned communities represents the estimated financial year the last unit will be settled.

3The actual number of units for any particular project can vary as planning applications are obtained.

Pro jec t	Loc atio n	Ow shi Inte t ner p res	Sta tus	Se ed cur 1 Da te	Est ima ted Co leti mp on 2 Da te	Est ima ted Co ial mm erc Ba ckl og /00 0s sqm
3 Bo Se St Fra is Wa k ins Ce t ntr n co urs nc e	V irg in ia	9 4 %	Op ion l t era a	2 0 1 1	2 0 1 2	9
Pro i de L itt le Co f Ma Me d ica l v nc e . o ry Ce To ntr e rra nc e	Ca l i for ia n	% 1 0 0	Pre fer d B i d de re r	2 0 1 1	2 0 1 4	1 0
We L itt le Ro k He lt h V i l lag st c a e	Ar ka ns as	0 0 % 1	Pre fer d B i d de re r	2 0 1 1	2 0 1 4	5
Ce De Pa l Me d ica l ntr u e	V irg in ia	1 0 0 %	Pre fer d B i d de re r	2 0 1 2	2 0 1 4	1 0
Co ing Me d ica l Art Pa i l ion ton v s v	Lo is ian u a	% 1 0 0	Pre fer d B i d de re r	2 0 1 2	2 0 1 4	5
To l He lt hc ta a are						3 9

1Secured date represents the financial year in which the Group was announced as the preferred proponent for the project.

2Estimated completion date for healthcare projects represents the estimated financial year in which construction will be completed.

3Reduced ownership interest from 100% at June 2011 to 94% at June 2012 reflects investment from non-controlling parties during the current year.

Construction

New Work Secured and Backlog Revenue

	Ne w W ork 1 Se ed Rev cur enu e Jun e 201 2 \$m US	Ne w W ork 1 Se ed Rev cur enu e Jun e 201 1 \$m US	2 Ba ckl Rev og enu e Jun e 201 2 \$m US	2 Ba ckl Rev og enu e Jun e 201 1 \$m US
Bu i l d ing	1, 7 8 5. 3	2, 9 1 2. 3	4, 0 8 2. 8	4, 3 0 6. 7
En ine ing g er	2 3. 0	6 1 1.7	8 0 1.	9 1 4. 4
To l Am ica ta er s	1, 8 0 8. 3	3, 0 7 4. 0	4, 1 6 3. 8	4, 5 0 1. 1

1New work secured revenue is the total revenue to be earned from projects secured during the year.

2Backlog revenue is the total revenue to be earned from projects in future financial years based on projects secured as at 30 June 2012.

Backlog Realisation

	Ye E ndi ar ng Jun e 2 013 %	Ye End ing ar Jun e 2 014 %	Po st Jun e 2 014 %	Tot al %
Bu i l d ing	5 1	2 6	2 3	0 0 1
En ine ing g er	9 7	3		1 0 0
To l Am ica ta er s	5 2	2 6	2 2	1 0 0

Construction – Major Projects1,6

			Co ntr act	Co tio nst ruc n	Se ed cur	Co leti
Pro jec t	Loc atio n	Clie nt	2 Typ e	Va lue \$m US	3 Da te	mp on 4 Da te	Se cto r	De ip tio scr n
Se / Na ion l 1 1 Me ia l t t. a p mo r Fo da ion / Po Au ho ity t rt t un r	Ne Yo k w r	Se Na ion l 1 1 Me ia l an d t t. a p mo r Mu he Wo l d Tra de at t se um r Ce nte r	C M	77 0	2 0 0 6	2 0 1 3	Ot he r	Ce Me ia l an d m he Wo l d Tra de in at t nte mo r us eu m r r Ne Yo k w r
Ex l l – Ca ie h te 5 7t rne g Str t ee	Ne Yo k w r	Ex l l De lop Co te nt ve me mp an y	G M P	4 8 5	2 0 1 2	2 0 1 4	M ixe d u se	4-s h ig h-r ise ho l /re i de ia l to it h r i l in 7 tor te nt eta ey s we r w Ma ha tta it h 2 1 0 ho te l ro d 1 3 5 a art nts n n w om s a n p me
S Sc Mo t ina i ho l o f un o Me d ic ine	Ne Yo k w r	S Mo t ina i Ho ita l & Mo t un sp un S ina i Sc ho l o f Me d ic ine o	C M	3 1 0	2 0 0 8	2 0 1 3	He lt hc a are	/c 4 3, 0 0 0s h l in ica l fac i l ity q m res ea rc
So 4 0 0 Pa k Av ut h r en ue	Ne Yo k w r	S, C ( ) E T 5 0 0 P A L L J V	G M P	2 0 6	2 0 1 2	2 0 1 4	Re i de nt ia l s	4 3 s tor i de nt ia l, s l it be tw do d ey res p ee n c on an art nts ap me
J F K – Te ina l 4 rm	Ne Yo k w r	De lta A ir L ine Inc s,	C M	1 9 5	2 0 1 1	2 0 1 3	Av iat ion	Re ion d c ion f a ir l ine ina l vat str t te no an on uc o ne w a rm
Ex l l – 45 h Str te t t ee	Ne Yo k w r	Ex l l De lop Co te nt ve me mp an y	G M P	1 4 8	2 0 1 1	2 0 1 4	Ho l te	2 8, 8 0 0s ho l te q m
E lev Co ion 7- nst t en ruc Se 5 ice rv s	Na ion l t a	E lev Inc 7- en	C M	1 27	2 0 1 2	2 0 1 3	Re i l ta	Int ior de l l ing d c ion f m ha 0 0 str t t n 5 er re mo an on uc o ore 7- E lev st en ore s
A dm ira l at he La ke t	I l l ino is	T he A dm ira l at he La ke t	G M P	1 0 5	2 0 1 1	2 0 1 3	Se ior l iv ing n	inu ing ire ity 3 2-s tor nt ret nt ey co ca re me co mm un
De 2 9 F lat bu h ot rm s –	Ne Yo k w r	Co De ot rm mp an y	G M P	1 0 3	2 0 1 1	2 0 1 3	Re i de ia l nt s	4 4-s i de ia l bu i l d ing it h 2 0 % f u its tor nt ey res , w o n de ig d for low -in i de te nts s na co me re s
Wa ke Fo Ca Ce t nte res nc er r Ex ion p an s	No h rt Ca l ina ro	Wa ke Fo Un ive ity t res rs	G M P	8 0	2 0 1 1	2 0 3 1	He lt hc a are	6-s ica l ex ion f e ist ing tor rt ntr ey ve p an s o x ca nc er ce e

1Disclosure of major projects is subject to client approval. This could impact the projects available for disclosure.

2Contract types are Construction Management (CM); Guaranteed Maximum Price (GMP).

3Secured date represents the financial year in which the project was secured.

4Completion date represents the expected financial year in which the project will be completed.

5The 7-Eleven Construction Services project is a three year agreement. The construction value reflects the first year of the agreement.

6Backlog revenue as at 30 June 2012 for the listed projects totals US\$940 million, representing 23% of the total construction backlog revenue for the region.

Investment Management – Investments

	Len d L eas e Inte t res %	Ma rke t V alu e Jun e 2 012 \$m US	2 Ma rke t V alu e Jun e 2 011 \$m US	Ma rke t V alu e Jun e 2 012 A\$ m	Ma rke t V alu e Jun e 2 011 A\$ m
1 K ing f Pru ia o ss			5 3 1. 3		4 9 6. 5
To ta l		–	5 3 1. 3	–	4 9 6. 5

1The Group finalised the sale of its equity interest in the King of Prussia shopping mall on 25 August 2011.

2At 30 June 2011, market value was based on the expected net sale proceeds to be received as a result of entering into the sale agreement, net of associated transaction costs.

Infrastructure Development – Military Housing – Project Listing

Pro jec t	Loc atio n	Se rvic e	Sta tus	Ac tua l Fin ial anc Clo se Da te	Est ima ted Ca ital p 1 Sp end \$m US	Pe nta rce ge of Co tio nst ruc n Co lete d mp %	Inv ed est Eq uity \$m US	Co itte d mm 2 Eq uity \$m US	Un its Un der Ma ent nag em
Fo Ho d rt o	Te xa s	Ar my	Op ion l t era a	Oc t– 0 1	2 2 0	1 0 0	6. 0		6, 2 0 0
Tr i- Co d mm an	So h Ca l ina ut ro	Ma ine Co rp s r	Op ion l t era a	Fe b– 0 3	1 4 0	1 0 0	3. 3		1, 0 0 7
Fo Ca be l l rt mp	Ke ky ntu c	Ar my	Op ion l t era a	De 0 3 c–	2 0 0	1 0 0	6. 0		4, 25 0
H ic ka m	Ha i i wa	A ir Fo rce	Op ion l t era a	Fe b– 0 5	25 0	1 0 0			1, 4 0 0
3 Is lan d Pa lm Co it ies mm un	Ha i i wa	Ar my	Op ion l t era a	Ap 0 5 r–	2, 17 1	6 4	8. 0		7, 75 0
Fo Dru rt m	Ne Yo k w r	Ar my	Op ion l t era a	Ma 0 5 y–	2 25	0 0 1	0 5.		3, 0 0 1
Ca Le j mp eu ne	Ca / No rt h l ina ro Ne Yo k r w	Co Ma ine r rp s	Op t ion l era a	Oc t– 0 5	3 5 8	1 0 0	7.5		3, 3 0 0
Ca Le j P ha 2 mp eu ne se	No h Ca l ina / rt ro Ne Yo k r w	Ma ine Co r rp s	Op ion l t era a	No 0 6 v–	1 1 4	8 5	2.5		1, 0 5 0
3 Fo Kn rt ox	Ke ky ntu c	Ar my	Op ion l t era a	Fe b– 0 7	2 1 2	77		3. 0	2, 5 3 0
Ca Sc Fo rt be l l A d d it ion l ing mp a or	Ke ntu ky c	Ar my	Op t ion l era a	Ma 0 7 y–	1 0 1	1 0 0			2 0 0
Fo Ho d Sta 2 ( Pa Wa inw ig ht ) rt tto o g e n r	Te xa s	Ar my	Op ion l t era a	Ma 0 7 y–	7 6	1 0 0			2 0 0
A ir Co ba Co d Gr I I t m mm an ou p	Ar izo / na Ne Me ico w x	A ir Fo rce	Op ion l t era a	Ju l– 0 7	2 2 4	9 8	1 1. 0		2, 2 0 0
Fo Dru Un ie d O f f ice rt m ac co mp an r Qu art ers	Ne Yo k w r	Ar my	Op ion l t era a	Ju l– 0 7	2 0	1 0 0			2 0 0
Su bto l ( ie d for d ) ta ca rr wa r					4, 3 1 1		4 9. 3	3. 0	3 4, 0 8 0

1Changes in estimated capital spend are due to adjustments made to contract values during the development period.

2Committed equity represents future contributions that the Group has a commitment to invest.

3Units under management have been revised from prior year reports to reflect the expected number of units at the end of the initial development period of the project.

Infrastructure Development – Military Housing – Project Listing continued

Pro jec t	Loc atio n	Se rvic e	Sta tus	Ac l/ tua Exp ect ed Fin ial anc Clo se Da te	Est ima ted Ca ital p 1 Sp end \$m US	Pe nta rce ge of Co tio nst ruc n Co lete d mp %	Inv ed est Eq uity \$m US	Co itte d mm 2 Eq uity \$m US	Un its Un der Ma ent nag em
Su bto l ( bro ht for d ) ta ug wa r					4, 3 1 1		4 9. 3	3. 0	3 4, 0 8 0
H ic ka P ha 2 m se	Ha i i wa	A ir Fo rce	Op ion l t era a	Au 0 7 g–	4 4 2	6 5		25 .5	1, 1 0 0
3 Tr i- Gr ou p	Co lor do / a Ca l i for ia n	A ir Fo rce	Op ion l t era a	Se 0 7 p–	2 3 5	8 9	1 1. 0		1, 25 5
Ca Le j P ha 3 mp eu ne se	No h Ca l ina / rt ro Ne Yo k w r	Ma ine Co r rp s	Op ion l t era a	No 0 7 v–	2 2 9	5 5	4.5		2, 0 0 0
Fo Dru A d d it ion l Sc ing rt m a or	Ne Yo k r w	Ar my	Op ion l t era a	Ju 0 8 n–	17 0	1 0 0			5 5 0
4 P A L Gr A P ha 1 ou p se	Va iou r s	Ar my	Op ion l t era a	Au 0 9 g–	5 7	1 0 0			3, 4 0 0
Wa inw ig ht / Gr ly P ha 1 r ee se	A las ka	Ar my	Op ion l t era a	Ap 0 9 r–	5 3	1 0 0		2. 0	1, 8 0 0
/ Gr Wa inw ig ht ly P ha 2 r ee se	A las ka	Ar my	Op t ion l era a	Se 1 0 p–	25 6	2 0
Fo Kn A d d it ion l Sc ing rt ox a or	Ke ky ntu c	Ar my	Op ion l t era a	Oc 1 0 t–	4 3	3			3 5
Fo Dru Pro j Su inm P lan rt t sta t m ec en	Ne Yo k w r	Ar my	Op ion l t era a	Se 1 1 p–	3 7	1 9			17 5
3 Gr Gr P A L A P ha 2 & B ou p se ou p	Va iou r s	Ar my	Pre fer d b i d de re r	Ap 1 2 r–	1 25	1			4, 6 75
Ca Le j P ha 6 mp eu ne se	No h Ca l ina rt ro	Ma ine Co r rp s	Pre fer d b i d de re r	Ju l– 1 2	6 8
Fo Ho d Sta 3 ( C ha f fee V i l lag 1 ) rt o g e e	Te xa s	Ar my	Pre fer d b i d de re r	Se 1 2 p–	2 3
3 P A L Gr C ou p	Va iou r s	Ar my	Pre fer d b i d de re r	Ma 1 4 y–	0 0 4				6, 8 0 0
To l ta					6, 4 8 5		6 4. 8	3 0. 5	6, 1 4 0 5

1Changes in estimated capital spend are due to adjustments made to contract values during the life of the development period.

2Committed equity represents future contributions that the Group has a commitment to invest.

3Units under management have been revised to reflect the expected number of units at the end of the initial development period of the project.

4Prior report included US\$2.0m equity associated with PAL Group A initial closing. In achieving the final close of the project (completed April 2012) this amount was reclassified to long-term deposits.

Development

	Au str	alia	As	ia	Eur	op e	Am	eric as	Tot	al
	Jun e 201 2	Jun e 201 1	Jun e 201 2	Jun e 201 1	Jun e 201 2	Jun e 201 1	Jun e 201 2	Jun e 201 1	Jun e 201 2	Jun e 201 1
De lop Pro f i le nt ve me
Nu be f de lop j nt ts m r o ve me p ro ec	3 9	3 7	1	2	2 3	2 3	6	4	6 9	6 6
1 Nu be f re ire i l lag t nt m r o me es v	7 1	7 0							7 1	7 0
1 Nu be f a d c fac i l it ies m r o g e are	3 0	3 0							3 0	3 0
2 S Q Ba k log Un its d M c an
Re i de nt ia l – La d u its s n n
Zo d ne 	8, 1 8 5 5	4 6, 0 5 7			9 6 1 5,	4, 2 77	3, 8 6 0	3, 8 6 0	6 8, 0 0 6	2 0 2 5 5,
Un d zo ne 		1 4, 1 8 5								1 4, 1 8 5
Su bto l Re i de ia l – La d u its ta nt s n n	8, 8 5 1 5	6 0, 75 5	–	–	9 6 5, 1	2 4, 77	3, 8 6 0	3, 8 6 0	6 8, 0 0 6	6 9, 3 8 7
Re i de ia l – Bu i lt- for its nt s m un
Zo d ne 	9 3 1 1, 5	9, 0 47			8 9 5, 7	3 7, 4 7			8 3 2 17 ,	6, 9 0 1 7
Un d zo ne 	4 6 6	3, 3 5 5			3, 2 9 4	2, 7 8 3			3, 7 6 0	6, 1 3 8
Su bto l Re i de ia l – Bu i lt- for its ta nt s m un	1 2, 4 0 1	1 2, 8 25	–	–	9, 1 9 1	1 0, 2 2 0	–	–	2 1, 5 9 2	2 3, 0 45
To l Re i de ia l Un its ta nt s	0, 8 6 7 5	3, 8 0 7 5	–	–	2 15 15 ,	9 9 2 1 4,	3, 8 6 0	3, 8 6 0	8 9, 9 8 5	9 2, 3 2 4
3 Co ( / ) ia l 0 0 0s mm erc sq m
Zo d ne 	5, 8 1 4	4, 2 15	1 0 9	2 17	7 27	7 3 9	4 1 0	3 7 1	7, 0 6 0	5, 5 4 2
Un d zo ne 		1, 9 17			2 0	3 9			2 0	1, 9 5 6
Co ia l ( / 0 0 0s ) mm erc sq m	8 1 4 5,	6, 1 3 2	1 0 9	2 17	47 7	8 77	4 1 0	3 1 7	0 8 0 7,	4 9 8 7,
Re ire V i l lag Un its t nt me e	1, 27 0	1, 25 7							1, 27 0	1, 25 7
Ag d Ca Be ds ( it h l ice ) e re nc es w	5 6 3	2 9 9							5 6 3	2 9 9

1The number of retirement villages and aged care facilities includes owned and managed properties.

2Backlog includes Group-owned, joint venture and managed projects.

3Represents net developable land in relation to master-planned urban communities and net developable floor space for other developments.

Construction

New Work Secured and Backlog Revenue

By Re ion g	Ne w W ork 1 Se ed Rev cur enu e Jun e 201 2 A\$ m	Ne W ork w 1 Se ed Rev cur enu e Jun e 201 1 A\$ m	2 Ba ckl Rev og enu e Jun e 201 2 A\$ m	2 Ba ckl Rev og enu e Jun e 201 1 A\$ m
Au l ia str a	8, 15 2. 9	3, 3 6 1 5.	9, 2 6 4.5	8, 6 15 0
As ia	6 6 5. 7	8 6 4. 8	6 9 2.7	7 4 6. 9
Eu rop e	1, 0 15 .7	1, 4 3 5. 5	1, 3 0 7. 6	1, 45 4. 6
3 Am ica er s	1, 7 3 8. 8	3, 0 7 4. 0	4, 0 0 3. 5	4, 5 0 1. 1
To l Gr ta ou p	1 1, 5 7 3. 1	8, 7 3 9. 4	15 2 6 8. 3 ,	15 3 17 6 ,
By Sec tor
Bu i l d ing	7, 5 6 1. 1	7, 6 1 4.7	1 0, 9 6 7. 3	1 1, 3 47 8
En ine ing g er	3, 3 4 3. 6	8 8 0 5.	3, 0. 3 75	3, 4 3 8. 9
Se ice rv s	6 6 8. 4	2 3 9. 7	5 5 0. 7	5 3 0. 9
To l Gr ta ou p	1 1, 3. 1 5 7	8, 3 9. 4 7	15 2 6 8. 3 ,	15 3 17 6 ,

1New work secured revenue is the total revenue to be earned from projects secured during the year.

2 Backlog revenue is the total revenue to be earned from projects in future financial years based on projects secured as at 30 June 2012. Although backlog revenue is realised over several years, the average foreign exchange rate for the current year has been applied to the closing backlog revenue balance in its entirety, as the average rates for later years cannot be predicted. In local currency, the Americas backlog revenue was US\$4,163.8 million (June 2011: US\$4,501.1 million) and the European backlog revenue was £853.6 million (June 2011: £916.4 million).

3 The Americas construction segment includes the results for the year ended 30 June 2012 of all construction activities, across both the project management and construction and Infrastructure Development businesses, to reflect changes to the regional management structure in the year. The June 2012 results include the following from the construction activities of the Infrastructure Development business: New work secured revenue A\$353.8 million (June 2011: A\$788.0 million); and Backlog revenue A\$1,491.7 million (June 2011: A\$1,563.7 million).

Construction

Backlog Realisation

	Ye E ndi ar ng Jun e 2 013	Ye End ing ar Jun e 2 014	Po st Jun e 2 014	Tot al
By Re ion g	%	%	%	%
Au l ia str a	6 6	2 9	5	1 0 0
As ia	77	2 0	3	1 0 0
Eu rop e	5 7	2 3	2 0	1 0 0
Am ica er s	2 5	2 6	2 2	1 0 0
To l Gr ta ou p	6 1	2 8	1 1	1 0 0
By Sec tor
Bu i l d ing	5 9	27	1 4	1 0 0
En ine ing g er	6 8	2 9	3	0 0 1
Se ice rv s	5 8	1 9	2 3	1 0 0
To l Gr ta ou p	6 1	2 8	1 1	0 0 1

Investment Management

Investments

Re ion g	1 Ma rke t V alu e Jun e 2 012 A\$ m	1 Ma rke t V alu e Jun e 2 011 A\$ m
Au l ia str a	2 0 2. 2	3 15 8
As ia	2 6 1. 4	3 2 2. 0
Eu rop e	8 4 3. 2	8 5 1. 4
Am ica er s		4 9 6. 5
Gr To ta l ou p	1, 3 0 6. 8	1, 9 8 5. 7

1Market value represents the Group's assessment of the value of the underlying assets.

Funds Under Management (FUM)¹

Re ion	Jun e 201 2 A\$ b	Jun e 201 1 A\$ b
g
Au str l ia a	8. 8	7.7
As ia	2. 2	2. 0
Eu rop e	1. 3	1. 2
To l Gr ta ou p	1 2. 3	1 0. 9

1FUM represents the gross market value of real estate and other related assets managed on behalf of investors.

Assets Under Management

			As s U nde set	r M ent ana gem	GL A U nde	r M ent ana gem
	Nu mb	f C ent er o res		1 \$m t V alu e A )	2 (sq m/0 00s )
	Jun e 201 2	Jun e 201 1	Jun e 201 2	Jun e 201 1	Jun e 20 12	Jun e 201 1
Au l ia str a	1 6	15	5, 17 1. 4	4, 8 4 0. 3	7 0 1. 3	6 6 1. 1
As ia	3	2	1, 8 9. 4 7	1, 6 0 9. 2	1 8 6. 6	9. 6 7
Eu rop e	3	5	3, 2 0 9. 6	3, 1 0 0. 3	2 9 3. 0	3 1 1. 6
To l Gr ta ou p	2 2	2 2	0, 2 6 0. 1 4	9, 9. 8 5 4	8 0. 9 1, 1	0 2. 3 1, 5

1Market value represents the Group's assessment of the value of the underlying assets.

2GLA represents the gross lettable area of the centres.

Infrastructure Development

Au l ia tra s	Nu mb f P roje cts er o		Inv est	ed Eq uity A\$ m		1 Co itte d E ity mm qu A\$ m		Fac iliti Ma ent es nag em Re Ba ckl ven ue og A\$ m
	Jun e 201 2	Jun e 201 1	Jun e 201 2	Jun e 201 1	Jun e 201 2	Jun e 201 1	Jun e 201 2	Jun e 201 1
Op ion l ( d ) t era a se cu re	1	1		1 3. 4	15 0		3 1.5
( ) Pre fer d b i d de de d re r aw ar		1
To l ta	1	2	–	1 3. 4	15 0	–	3 1.5	–

1Committed equity refers to equity that the Group has a future commitment to invest.

Eu ro p e	Nu mb f P er o	1 roje cts	Inv ed est	Eq uity £m	Co itte mm £m	2 d E ity qu	Fac iliti es Re ven ue	Ma ent nag em 3 Ba ckl og £m
	Jun e 201 2	Jun e 201 1	Jun e 201 2	Jun e 201 1	Jun e 201 2	Jun e 201 1	Jun e 201 2	Jun e 201 1
Op ion l ( d ) t era a se cu re	2 4	2 4	6 0 1.	8 7 4.	6. 0	9. 3 1	9 8 5 1.	8 9. 0 4
( ) Pre fer d b i d de de d re r aw ar
To l ta	2 4	2 4	6 1. 0	7 4. 8	6. 0	1 9. 3	5 9 1. 8	4 8 9. 0

1Number of projects includes extensions of existing projects and projects where the Group is the preferred bidder.

2Committed equity refers to equity and loan stock contributions that the Group has a future commitment to invest.

3Facilities management revenue backlog disclosed is for a maximum of 10 years, although PPP contracts typically operate for a period of up to 40 years.

Am ica er s	Nu mb er o	1 f P roje cts	Est ima ted Ca US	2 ital Sp end p \$b	Inv ed and Co est US	3 itte d E ity mm qu \$m	Un its Un der	M ent ana gem
	Jun e 201 2	Jun e 20 11	Jun e 201 2	Jun e 201 1	Jun e 201 2	Jun e 201 1	Jun e 201 2	Jun e 201 1
Op ( ) t ion l d era a se cu re	2 3	2 1	6. 0	5. 6	9 5. 3	9 7. 3	4 9, 3 4 0	4 4, 2 8 5
Pre fer d b i d de ( de d ) re r aw ar	4	5	0. 5	0. 9			6, 8 0 0	5, 4 3 0
To l ta	27	2 6	6. 5	6. 5	9 5. 3	9 7. 3	5 6, 1 4 0	4 9, 7 15

1Number of projects includes extensions of existing projects and projects where the Group is the preferred bidder.

2Over the initial development period of the project.

3Includes both invested and committed equity that the Group has a future commitment to invest.

Group Assets

	Au	str alia	As ia			Eur op e		Am eric as		Tot al
	Jun e 201 2	Jun e 201 1	Jun e 201 2	Jun e 201 1	Jun e 201 2	Jun e 201 1	Jun e 201 2	Jun e 201 1	Jun e 201 2	Jun e 201 1
De lop nt ve me	6, 1 1 4. 9	3 15 9 5,	9 2. 2	45 6	2 3 9 7.	3 4 6. 1	6 4. 3	3 4. 4	6, 4 4 0. 1	6 9 6. 4 5,
Co ion nst t ruc	2, 4 3 6. 6	2, 5 17 .7	2 47 3	1 9 3. 3	6 7 3. 4	6 17 0	8 3 6. 1	8 2 8. 9	4, 1 9 3. 4	4, 15 6. 9
Inv est nt Ma t me na g em en	2 3 6. 6	3 6 0. 4	1 9 4.5	2 9 4. 0	5 3 7. 2	5 6 2.7	1 ( ) 15 7. 0	4 9 6. 6	8 8 0. 5	1, 75 9. 3
In fra De lop str tur nt uc e ve me	1 3. 2	6. 9			1 1 1. 6	1 2 3. 5	1 1 6. 1	1 0 2. 3	2 4 0. 9	2 3 2.7
To l Se ta nt g me	8, 8 0 1. 3	8, 2 0 0. 9	3 4. 0 5	3 2. 9 5	1, 6 0. 1 5	1, 6 4 9. 3	8 9. 5 5	1, 4 6 2. 2	1 1, 4. 9 75	1 1, 8 45 3
Co te t iv it ies rp ora ac									6 8 9. 2	3 0 3. 7
To l As ta set s	8, 8 0 3 1.	8, 2 0 0. 9	3 0 5 4.	3 2. 9 5	6 0. 1, 5 1	6 9. 3 1, 4	8 9. 5 5	6 2. 2 1, 4	2, 1 4 4 4. 1	2, 9. 0 1 1 4

1 The Group is in a net tax receivable position as at 30 June 2012 and therefore the Investment Management assets in the Americas at 30 June 2012 includes an income tax payable balance of A\$157.8 million that has been reclassified to assets in the Statement of Financial Position in the Consolidated Financial Statements of the Group.

Five Year Profile

		June 2012	June 2011	June 2010	June 20091	June 20081
Profitability
Revenue	A\$m	11,548	8,927	10,502	14,683	14,581
Statutory profit/(loss) before tax	A\$m	523	632	451	(749)	310
Operating profit before tax2	A\$m	527	621	417	365	501
Statutory profit/(loss) after tax	A\$m	501	493	346	(669)	254
Operating profit after tax2	A\$m	507	485	324	292	436
Operating EBITDA2	A\$m	664	711	483	396	517
Earnings per security on statutory profit/(loss)3	cents	87.7	86.9	69.5	(154.7)	63.4
Earnings per security on operating profit2,3	cents	88.7	85.6	65.1	67.4	108.7
Statutory profit/(loss) after tax to
securityholders' equity for the period (ROE)4	%	13.4	14.2	12.6	(25.1)	8.2
Distribution per security5	cents	38.0	35.0	32.1	41.0	77.0
Distribution payout ratio on operating
profit after tax2,5	%	43	41	50	64	71
Corporate Strength
Total assets	A\$m	12,444	12,149	11,366	8,291	8,550
Cash	A\$m	958	1,046	1,636	1,121	843
Borrowings	A\$m	1,357	1,694	1,447	1,125	929
Current assets	A\$m	3,848	4,097	4,171	4,106	4,085
Non current assets	A\$m	8,596	8,052	7,196	4,186	4,465
Current liabilities	A\$m	6,322	5,794	5,541	4,087	3,915
Non current liabilities	A\$m	2,211	2,722	2,465	1,790	1,653
Total equity	A\$m	3,911	3,633	3,361	2,414	2,981
Cash flow (used in)/provided by operations Net asset backing per security	A\$m A\$	(46) 6.83	(42) 6.36	168 5.94	382 5.27	269 7.43
Ratio of current assets to current liabilities6
Ratio of current assets to current liabilities (excluding	times	0.6	0.7	0.8	1.0	1.0
resident and accommodation bond liabilities)6	times	1.0	1.2	1.2	1.0	1.0
Net debt to total tangible assets, less cash7,8		6.5
Borrowings to total equity	% %	34.7	8.9 46.6	n/a 43.0	2.9 46.6	4.1 31.2
Borrowings to total equity plus borrowings	%	25.8	31.8	30.1	31.8	23.8
Gross borrowings to total tangible assets8	%	14.6	17.7	15.1	16.9	14.5
Borrowings to total market capitalisation	%	32.9	33.1	34.9	35.1	24.3
Securities on issue	m	573	571	566	458	401
Number of security holders	no.	52,739	54,370	55,492	52,684	51,632
Number of equivalent full-time employees	no.	18,439	18,374	11,094	10,656	12,039
Securityholders' Returns and Statistics
Proportion of securities on issue to
top 20 security holders	%	76.6	76.3	75.3	74.3	75.4
Security holdings relating to employees9	%	6.9	6.4	6.1	7.9	9.3
Total distributions10	A\$m	218	199	161	187	309
Security price as at 30 June as quoted on the
Australian Securities Exchange	A\$	7.20	8.97	7.33	7.01	9.55

1 Comparative information in respect of June 2008 and June 2009 reflect the results in Lend Lease Corporation Limited and its controlled entities prior to stapling of the Lend Lease Trust (LLT) in November 2009. Refer to Note 1 'Significant Accounting Policies' of the Consolidated Financial Statements. June 2010 and June 2009 have been adjusted to reflect the impact of aligning the accounting policies of an associate to those of the Group with respect to prior period adoption of AASB Interpretation 12 'Service Concession Arrangements'.

2 Operating profit excludes unrealised property investment revaluations of A\$4.8 million loss before tax, A\$5.8 million loss after tax (June 2011: A\$10.7 million gain before tax, A\$7.5 million gain after tax).

3 Calculated using the weighted average number of securities on issue including treasury securities. June 2009 has been adjusted by a factor of 1.02 in respect of new securities issued during March and April 2010 via a 5 for 22 single bookbuild accelerated renounceable entitlement offer at A\$7.70 per new security.

4 Return on equity is calculated on weighted average equity for the year.

5 Distributions include interim and final distributions. June 2010 also includes the 'in specie' dividend of 0.1 cent following the stapling of LLT units to shares in the company in November 2009.

6 Since June 2010 ratio includes resident and accommodation bond liabilities recognised following the Primelife acquisition. These are required to be classified as current liabilities as any resident may depart within 12 months. The investment properties, property, plant and equipment, and intangible assets to which they relate, however, are required to be classified as non current.

7 The June 2010 ratio is not relevant as the Group was in a net cash position.

8 Net debt and gross borrowings include certain other financial liabilities of A\$256.0 million (June 2011: A\$227.7 million).

9 Securities held through employee benefit vehicles.

10 The June 2012 distribution of A\$126.0 million was declared subsequent to the reporting date.

Directors' Report

Table of Contents

	1. Governance a. Board/Directors b. Company Secretaries' Qualifications and Experience c. Officers Who Were Previously Partners of the Audit Firm d. Directors' Meetings e. Interest in Capital	1 1 4 5 5 6
f.	2. Operations a. Principal Activities b. Review and Results of Operations c. Distributions d. Significant Changes in State of Affairs e. Events Subsequent to Balance Date Likely Developments g. Environmental Regulation	7 7 7 7 7 7 7 8
f. i.	3. Remuneration Report a. Key Features of our Remuneration for 2012 b. Executive and Non Executive Directors Covered by this Report c. Remuneration Received and Awarded for 2012 d. Our Remuneration Governance e. Our Reward Strategy and Framework How Rewards are Linked to Performance g. Executive Contracts h. Executives' Remuneration in Detail (Statutory Disclosures) Non Executive Directors' Fees	9 10 10 11 13 16 18 26 28 38
	4. Other a. Security Options b. Indemnification and Insurance of Directors and Officers c. Non Audit Services d. Rounding Off	40 40 40 40 41
	Lead Auditor's Independence Declaration under Section 307C of the Corporations Act 2001	42

Directors' Report

The Directors present their Report together with the Annual Consolidated Financial Report of the consolidated entity, being Lend Lease Corporation Limited ('the Company') and its controlled entities including Lend Lease Trust ('LLT') (together referred to as the 'Consolidated Entity' or the 'Group'), for the financial year ended 30 June 2012 and the Auditors' Report thereon.

1. Governance

a. Board/Directors

The names, qualifications and experience of each person holding the position of Director of the Company at the date of this Report are:

D A Crawford AO, Chairman (Independent Non Executive Director)

Age 68

Mr Crawford joined the Board in July 2001 and was appointed Chairman in May 2003. Mr Crawford was appointed an Officer of the Order of Australia (AO) in June 2009 in recognition for service in various fields including to business as a Director of public companies, to sport particularly through the review and restructure of national sporting bodies, and to the community through contributions to arts and educational organisations.

Experience and Qualifications

Mr Crawford has extensive experience in risk management and business reorganisation. He has acted as a consultant, scheme manager, receiver and manager and liquidator to many large and complex corporations. Previously, Mr Crawford was National Chairman of the Australian firm of KPMG. He holds a Bachelor of Commerce and Bachelor of Laws from the University of Melbourne. He is a Fellow of the Institute of Chartered Accountants.

Other Directorships and Positions

Mr Crawford is Chairman of Australia Pacific Airports Corporation Limited (appointed Non Executive Director and Chairman April 2012) and a Non Executive Director of BHP Billiton Limited (appointed May 1994). Mr Crawford was previously the Chairman of the Foster's Group until its acquisition by SAB Miller (appointed Director August 2001 and Chairman October 2007 and resigned December 2011). He was formerly a Non Executive Director of Westpac Banking Corporation (appointed May 2002, resigned December 2007) and National Foods Limited (appointed November 2001, resigned June 2005).

S B McCann, Group Chief Executive Officer and Managing Director (Executive Director)

Age 47

Mr McCann was appointed Group Chief Executive Officer and Managing Director in December 2008 and joined the Board in March 2009.

Experience and Qualifications

Mr McCann joined Lend Lease in 2005. Prior to his current role, Mr McCann was Group Finance Director, appointed in March 2007 and Chief Executive Officer for Lend Lease's Investment Management business from September 2005 to December 2007.

Mr McCann has more than 15 years experience in funds management and capital markets transactions. Prior to joining Lend Lease, Mr McCann spent six years at ABN AMRO, where his roles included Head of Property, Head of Industrial Mergers & Acquisitions and for the last three years, Head of Equity Capital Markets for Australia and New Zealand.

Previous roles also include Head of Property at Bankers' Trust, four years as a mergers and acquisitions lawyer at Freehills, Melbourne and four years in taxation accounting.

Mr McCann holds a Bachelor of Economics (Finance major) and a Bachelor of Laws from Monash University in Melbourne, Australia.

Other Directorships and Positions

Nil.

1. Governance continued

a. Board/Directors continued

P M Colebatch

(Independent Non Executive Director)

Age 67

Mr Colebatch joined the Board in December 2005 and is Chairman of the Personnel and Organisation Committee and a member of the Risk Management and Audit Committee.

Experience and Qualifications

Mr Colebatch has a Bachelor of Science and Bachelor of Engineering from the University of Adelaide, a Master of Science from Massachusetts Institute of Technology and a Doctorate in Business Administration from Harvard University. He has held senior management positions in insurance and investment banking, and was formerly on the Executive Board of Swiss Reinsurance Company, Zurich. He was previously on the Executive Board of Credit Suisse Group, Zurich, where he was Chief Financial Officer, and was subsequently Chief Executive Officer of Credit Suisse Asset Management.

Other Directorships and Positions

Mr Colebatch is a Non Executive Director of Insurance Australia Group Limited (appointed January 2007), a Non Executive Director of Man Group plc (appointed September 2007) and is on the Board of Trustees for the Prince of Liechtenstein Foundation and the LGT Group Foundation (appointed September 2009).

G G Edington CBE

(Independent Non Executive Director)

Age 66

Mr Edington joined the Board in 1999 and is a member of the Risk Management and Audit Committee and the Sustainability Committee.

Experience and Qualifications

Qualified as a Chartered Surveyor, Mr Edington brings to the Board extensive UK and international experience in the property sector. Mr Edington was a Director of BAA plc and Chairman of BAA International. He joined BAA plc in 1988, became a member of the Board in 1991 and has been the Chairman of six BAA companies. He is a past President of the British Property Federation, was the Chairman of UK property company Greycoat Estates Limited and was a member of the Bank of England Property Forum. Mr Edington was formerly Chairman of the Council of Trustees of the UK children's charity, Action for Children, and was awarded a CBE for services to children.

Other Directorships and Positions

Mr Edington is on the Board of Trustees for the Fulham Palace Trust, based in the UK (appointed May 2011).

P C Goldmark

(Independent Non Executive Director)

Age 71

Mr Goldmark joined the Board in 1999 and is Chairman of the Nomination Committee and a member of the Sustainability Committee.

Experience and Qualifications

Until his retirement in December 2010, Mr Goldmark was Director, Climate and Air Program at Environmental Defense, a US based non-profit environmental advocacy organisation. He was the Chairman and Chief Executive Officer of The International Herald Tribune in Paris between 1998 and 2003. Prior to this, he was the President and Chief Executive Officer of the Rockefeller Foundation in New York for 10 years. Mr Goldmark has held positions including Senior Vice President of the Times-Mirror Corporation, Executive Director of the Port Authority of New York and New Jersey, and Director of the Budget for the State of New York. He now works as an independent consultant and columnist and is a writer and speaker on world affairs. Mr Goldmark graduated with a BA from Harvard College, Government Department, magna cum laude. He brings to Lend Lease his wide experience as a Chief Executive Officer and senior executive in the private and public sectors, both in the USA and internationally.

Other Directorships and Positions

Mr Goldmark is the Chairman of Mekong Renewable Resources Fund, an advisory board operating in the IndoChina peninsula (appointed March 2012) and is on the Board of Solar Outdoor Lighting in the US (appointed January 2011).

1. Governance continued

a. Board/Directors continued

J A Hill

(Independent Non Executive Director)

Age 66

Ms Hill joined the Board in May 2006. She is Chairperson of the Sustainability Committee and a member of the Personnel and Organisation Committee.

Experience and Qualifications

Ms Hill has held a number of senior executive positions in the land development and housing construction industry in North America. She was formerly the Chairperson, President and Chief Executive Officer of Costain Homes, Inc. (US) and Vice President and General Manager, Mobil Land (Georgia) Corporation. She has a Bachelor of Arts from the University of California in Los Angeles and a Master of Arts in marketing and management from the University of Georgia.

Other Directorships and Positions

Ms Hill is a Non Executive Director of Wellpoint, Inc. (appointed March 1994). She was formerly a Non Executive Director of Resources Connection, Inc. (appointed January 2003, resigned December 2006) and Holcim (US) Inc (appointed February 2004, resigned January 2007). Ms Hill also sits on the Board of Directors of the Lord Abbett family of mutual funds, which is the trustee of 31 mutual funds of publicly held companies.

D J Ryan AO

(Independent Non Executive Director)

Age 60

Mr Ryan joined the Board in December 2004. He is Chairman of the Risk Management and Audit Committee and a member of the Personnel and Organisation Committee.

Experience and Qualifications

Mr Ryan has a background in commercial banking, investment banking and operational business management. He has previously held senior executive management positions in investment banking and industry, as well as being the Chairman or a Non Executive Director of a number of listed public companies. He has a Bachelor of Business from the University of Technology in Sydney, Australia, and is a Fellow of the Australian Institute of Company Directors and CPA Australia.

Other Directorships and Positions

Mr Ryan is the Non Executive Chairman of Tooth & Co Limited (appointed Director September 1999 and Chairman January 2003) and ABC Learning Centres Limited (administrators appointed, receivers and managers appointed) (appointed Director June 2003 and Chairman 30 May 2008). He was formerly a Non Executive Director of Aston Resources Limited until the merger with Whitehaven Coal (appointed November 2011 and resigned May 2012) and the Non Executive Chairman of Transurban Holdings Limited (appointed Director April 2003, Chairman February 2007 and retired August 2010).

J S Hemstritch

(Independent Non Executive Director)

Age 59

Ms Hemstritch joined the Board on 1 September 2011 and is a member of the Personnel & Organisation Committee.

Experience and Qualifications

Ms Hemstritch has extensive senior executive experience in information technology, communications, change management and accounting. She also has broad experience across the financial services, telecommunications, government, energy and manufacturing sectors and in business expansion in Asia. During a 25 year career with Accenture and Andersen Consulting, Ms Hemstritch worked with clients across Australia, Asia and the US. She held a number of leadership positions within the company and was Managing Director Asia Pacific for Accenture from 2004 until her retirement in 2007. Ms Hemstritch was a member of Accenture's global Executive Leadership Team and oversaw the management of Accenture's business in the Asia Pacific region which spanned 12 countries and included 30,000 personnel.

Ms Hemstritch has a Bachelor of Science degree in Biochemistry and Physiology from the University of London and is a Fellow of the Institutes of Chartered Accountants in Australia and in England and Wales.

Other Directorships and Positions

Ms Hemstritch is a Non Executive Director of the Commonwealth Bank of Australia (appointed October 2006), Tabcorp Holdings Ltd (appointed November 2008), Santos Limited (appointed February 2010), The Global Foundation (appointed Deputy Chairman in November 2009) and the Victoria Opera Company Ltd (appointed October 2010). She is a Member of the Research and Policy Council of the Committee for Economic Development of Australia, the Council of the National Library of Australia and Chief Executive Women Inc.

1. Governance continued

a. Board/Directors continued

M J Ullmer

(Independent Non Executive Director)

Age 61

Mr Ullmer joined the Board on 1 December 2011 and is a member of the Sustainability Committee and the Risk Management and Audit Committee.

Experience and Qualifications

Mr Ullmer brings to the Board extensive strategic, financial and management experience accumulated over his career in international banking and finance. He was the Deputy Group Chief Executive Officer of the National Australia Bank (NAB) until he stepped down from the Bank in August 2011. He joined NAB in 2004 as Finance Director and held a number of key positions including Chairman of the subsidiaries Great Western Bank (US) and JB Were. Prior to NAB, Mr Ullmer was at Commonwealth Bank of Australia, initially as Group Chief Financial Officer and then Group Executive with responsibility for Institutional and Business Banking. Before that he was a Partner at accounting firms KPMG (1982 to 1992) and Coopers & Lybrand (1992 to 1997).

Mr Ullmer has a degree in mathematics from the University of Sussex. He is a Fellow of the Institute of Chartered Accountants and a Senior Fellow of the Financial Services Institute of Australia.

Other Directorships and Positions

Mr Ullmer currently serves as a Non Executive Director of Woolworths Limited (appointed January 2012) and sits on the Boards of the Melbourne Symphony Orchestra (appointed February 2007) and the National Gallery of Victoria (appointed December 2011) and Chairs the Business Working with Education Foundation. He was previously an Executive Director of National Australia Bank (appointed October 2004, retired August 2011) and Non Executive Director of Fosters Group Limited until its acquisition by SAB Miller (appointed June 2008, resigned December 2011).

C B Carter AM

(Independent Non Executive Director)

Age 69 Mr Carter joined the Board on 2 April 2012.

Experience and Qualifications

Mr Carter is one of the founding partners of The Boston Consulting Group in Australia, retiring as a Senior Partner in 2001, and continues to work in an advisory capacity with the company. He has over 30 years of experience in management consulting advising on organisational and business strategy. His consultancy career has included major projects in Australia and overseas. Mr Carter has wide industry knowledge on corporate governance issues and has carried out board performance reviews for a number of companies. He has co-authored a book on boards, "Back to the Drawing Board".

Mr Carter holds a Bachelor of Commerce degree from Melbourne University and a Master of Business Administration from Harvard Business School, where he graduated with Distinction. He is a Fellow of the Australian Institute of Company Directors.

Other Directorships and Positions

Mr Carter currently serves as a Non Executive Director of Wesfarmers Limited (appointed October 2002) and SEEK Limited (appointed March 2005). He is also President of the Geelong Football Club, and a director of World Vision Australia, and The Ladder Project which is the Australian Football League Players' project to combat youth homelessness. In 2010 he was appointed by the Australian Prime Minister to a role encouraging companies to increase Indigenous employment.

b. Company Secretaries' Qualifications and Experience

W Hara

Mr Hara commenced as Group General Counsel of Lend Lease in January 2007 and was appointed Company Secretary in July 2007. Prior to this appointment, Mr Hara was company secretary for another company listed on the ASX. Mr Hara has a Bachelor of Commerce and a Bachelor of Laws from the University of New South Wales and is a member of the Law Society of New South Wales.

W Lee

Ms Lee was appointed Assistant Company Secretary in January 2010. Prior to her appointment, Ms Lee was a company secretary for several subsidiaries of a company listed on the ASX. Ms Lee has a Bachelor of Arts and a Bachelor of Laws from the University of Sydney, and is an Associate of Chartered Secretaries Australia.

1. Governance continued

c. Officers Who Were Previously Partners of the Audit Firm

KPMG or its predecessors was appointed as the Company's auditor at its first Annual General Meeting in 1958. Mr Crawford was a Partner and Australian National Chair of KPMG. He resigned from this position on 28 June 2001 prior to his appointment as a Director of the Company on 19 July 2001. Mr Ullmer was also a Partner at KPMG from 1982 until October 1992.

d. Directors' Meetings

During the financial year, ten Board meetings were held. The Board recognises the essential role of Committees in guiding the Company on specific issues. Committees address important corporate issues, calling on senior management and external advisers prior to making a final decision or making a recommendation to the full Board.

There are four permanent Committees of the Board.

Nomination Committee

The Nomination Committee consists entirely of Non Executive Directors. The Committee assists the Board by considering nominations to the Board to ensure that there is an appropriate mix of expertise, skills and experience on the Board. During the financial year ended 30 June 2012, all eight meetings of the Nomination Committee were held in conjunction with Board meetings and all Non Executive Directors routinely attend.

Risk Management and Audit Committee

The Risk Management and Audit Committee consists entirely of Non Executive Directors. The principal purpose of the Committee is to assist the Board in fulfilling its corporate governance and oversight responsibilities in relation to the Group's risk management and internal control systems, accounting policies and practices, internal and external audit functions and financial reporting. During the financial year ended 30 June 2012, four meetings of the Risk Management and Audit Committee were held.

Personnel and Organisation Committee

The Personnel and Organisation Committee consists entirely of Non Executive Directors. The Committee's agenda reflects the importance of human capital to the Group's strategic and business planning and it assists the Board in establishing appropriate policies for people management and remuneration across the Group. During the financial year ended 30 June 2012, seven meetings of the Personnel and Organisation Committee were held.

Sustainability Committee

The Sustainability Committee consists entirely of Non Executive Directors. The Committee assists the Board in monitoring the decisions and actions of management in achieving Lend Lease's aspiration to be a sustainable organisation. During the financial year ended 30 June 2012, four meetings of the Sustainability Committee were held.

		Board Meetings1	Risk Management and Audit Committee Meetings			Personnel and Organisation Committee Meetings	Sustainability Committee Meetings
Director	Held2	Attended	Held2	Attended	Held2	Attended	Held2	Attended
D A Crawford	10	10
P M Colebatch	10	10	4	4	7	7
G G Edington	10	10	4	4			4	4
P C Goldmark	10	10					4	4
J A Hill3	10	9			7	6	4	3
S B McCann	10	10
D J Ryan	10	10	4	4	7	7
J S Hemstritch4	8	8			7	6
M J Ullmer	5	5	2	2			2	2
C B Carter	3	2

Attendance at Meetings of Directors 1 July 2011 to 30 June 2012

1 Two of the 10 meetings were out of schedule board teleconferences constituted to address specific issues. J A Hill and C B Carter were unable to attend one each of these teleconferences, both of which were called at short notice.

2 Reflects the number of meetings held during the time the Director held office during the year.

3 J A Hill was unable to attend the November 2011 Sustainability Committee and P&O Committee meetings due to ill health. 4 J S Hemstritch was unable to attend the November 2011 P&O Committee meeting as she had a timetable conflict.

In addition, matters were dealt with as required by circular resolution.

1. Governance continued

e. Interest in Capital

The interest of each of the Directors (in office at the date of this report) in the issued securities of the Company at 30 June 2012 and 30 June 2011 is set out below.

Director	Securities Held Directly 2012	Securities Held Beneficially/ Indirectly 20121	Total 2012	Securities Held Directly 2011	Securities Held Beneficially/ Indirectly 20111	Total 2011
D A Crawford	741	73,769	74,510		73,723	73,723
S B McCann	224,153	154,443	378,596	83,269	61,367	144,636
P M Colebatch	5,023	13,300	18,323	5,023	13,300	18,323
G G Edington	21,165	18,903	40,068	19,643	20,425	40,068
P C Goldmark	4,765	20,029	24,794	3,000	21,794	24,794
J A Hill	2,000	12,324	14,324	2,000	12,324	14,324
D J Ryan		31,273	31,273		31,273	31,273
J S Hemstritch		20,000	20,000
M J Ullmer		25,000	25,000
C B Carter		15,000	15,000

1 Includes securities in the Retirement Plan beneficially held by Non Executive Directors.

2. Operations

a. Principal Activities

The Group operates a regional management structure focused on four major geographic regions: Australia, Asia, Europe and the Americas. The regional business units operate across four lines of business, as follows:

• The Development business operates in all four major geographic regions and is involved in the development of masterplanned urban communities, inner-city mixed-use developments, apartments, retail, commercial and the retirement living and aged care sector;
• The Construction business operates in all four major geographic regions providing project management, engineering and construction services;
• The Investment Management business operates in Australia, Asia and Europe and provides real estate investment management, retail property management and asset management services. This business includes the Group's ownership interests in property investments held directly or indirectly through investments in the Group's managed funds; and
• The Infrastructure Development business operates in Australia, Europe and the Americas and manages and invests in Public Private Partnerships projects.

b. Review and Results of Operations

A full review of operations is included in the Management Discussion and Analysis of Financial Condition and Results of Operations (MD&A) section of the Annual Consolidated Financial Report.

c. Distributions

The 2011 final distribution of A\$85.6 million (15 cents per security, nil% franked) referred to in the Directors' Report dated 26 August 2011 was paid on 30 September 2011.

Details of distributions in respect of the current year are as follows:

	A\$m
Interim distribution of 16 cents per security (nil% franked) paid on 30 March 2012	91.5
Final distribution of 22 cents per security (nil% franked) declared by Directors to be paid on 30 September 2012	126.0
Total distributions declared	217.5

d. Significant Changes in State of Affairs

There have been no significant changes in the Group's state of affairs.

e. Events Subsequent to Balance Date

On 7 July 2012, the Group subscribed for units in a newly created property trust, Lend Lease Wharf Towers Sydney Trust ("LLWTST"). LLWTST was established to own the commercial assets of the Barangaroo South development in Sydney NSW, Australia. A total commitment of A\$500.0 million has been made to LLWTST by the Group which represents a 25% interest in the initial capital of LLWTST. It is expected this will be called upon progressively during the development period of the commercial assets.

On 24 July 2012, the Group issued S\$275.0 million (A\$211.6 million) of Singapore dollar denominated senior unsecured notes, maturing in July 2017. The fixed rate notes were priced at par and pay interest at 4.625 per cent per annum, payable semi-annually. The terms of the notes are consistent with the Group's standard terms and conditions including existing financial covenants. The proceeds will be used for general business purposes.

There were no other material events subsequent to the end of the financial year.

f. Likely Developments

Details of likely developments in the Group's operations in subsequent financial years are contained in the reports from the Chairman and Managing Director in the Annual Report. In the opinion of the Directors, disclosure of any further information would be likely to result in unreasonable prejudice to the Group.

2. Operations continued

g. Environmental Regulation

The Group is subject to various state and federal environmental regulations in Australia.

The Directors are not aware of any material non compliance with environmental regulations pertaining to the operations or activities during the period covered by this Report. In addition, the Lend Lease Group is registered and publicly reports the annual performance of its Australian operations under the requirements of the National Greenhouse and Energy Reporting (NGER) Act 2007 and Energy Efficiency Opportunities (EEO) Act 2006.

All Lend Lease businesses continue to operate an integrated Environment, Health and Safety Management System ensuring that non compliance risks and opportunities for environmental improvement are identified, managed and reported accordingly.

3. Remuneration Report

Message from the Board

Dear Securityholder,

Welcome to this year's remuneration report where we seek to explain how performance has been linked to reward outcomes at Lend Lease this year.

We have made two changes to our executive remuneration practices which will take effect from 1 July 2012. They are:

• implementation of a 'malus' provision (which allows the Board to adjust downwards the number of securities to vest) for future awards of deferred securities and long-term incentives in circumstance of material misstatement of the Group's financial accounts; and
• a mandatory holding of Lend Lease Securities (requiring the CEO to accumulate and hold approximately 150% of TPV and Senior executives to hold approximately 100% of TPV, or base salary for Senior executives outside Australia, in Lend Lease securities) to strengthen alignment between executives and securityholders.

These changes expand the range of mechanisms available to the Board to balance sensible risk management and motivate executives to deliver outstanding results.

We welcome your feedback on how we can further improve the report for the future.

David Crawford, AO Phillip Colebatch

Chairman Chairman, Personnel and Organisation Committee

Terms Used in this Report

Executive Reward at Lend Lease

To help us become the leading international property and infrastructure group we seek to attract, retain and motivate exceptional people and create value for our securityholders through a disciplined executive reward strategy. This report explains our strategy and reports on the remuneration for Lend Lease's Key Management Personnel (KMP).

The report contains the following sections:

• a) Key Features of our Remuneration for 2012 Page 10
• b) Executives and Non Executive Directors Covered by this Report Page 10
• c) Remuneration Received and Awarded for 2012 Page 11
• d) Our Remuneration Governance Page 13 e) Our Reward Strategy and Framework Page 16
• f) How Rewards are Linked to Performance Page 18
• g) Executive Contracts Page 26 h) Executives' Remuneration in Detail (Statutory Disclosures) Page 28
• i) Non Executive Directors' Fees Page 38

This report forms part of the Directors' Report and sections 3 d to 3 i have been audited in accordance with the Corporations Act 2001 except where specifically noted as unaudited.

Term	What it means
Earnings Per Security (EPS)	Profit/(loss) after tax divided by the weighted average number of ordinary securities (excluding treasury securities). For some earlier LTI allocations, the definition of profit/(loss) after tax may have specific inclusions or exclusions.
Good Leaver	An employee who is leaving Lend Lease for a reason such as retirement or redundancy, and who may remain eligible for part of an incentive opportunity.
PAT	Statutory Profit After Tax.
Key Management Personnel (KMP)	Those executives who have the authority and responsibility for planning, directing and controlling the activities of the Group directly or indirectly (as per Accounting Standard AASB 124 Related Party Disclosures).
KPIs	Key performance indicators.
Long-Term Incentive (LTI)	An incentive scheme which provides Lend Lease equity (or cash, in some circumstances) to participating executives that may vest, in whole or part, if specified performance measures are met over a three or four year period.
LTI (face value)	Refers to the number of LTI performance securities granted multiplied by the Lend Lease security price at the applicable time.
Personnel and Organisation (P&O) Committee	The Board sub-committee that helps the Board fulfil its responsibilities in people management and reward policies. It is made up entirely of independent non executive directors.
Senior executives	Executives who are KMP, excluding the CEO.
Short-Term Incentive (STI)	Incentives awarded with direct reference to the achievement of Group, regional and individual performance. The measures are selected annually and align to our long-term strategic priorities.
Total Package Value (TPV)	Salary plus the value of salary package items such as motor vehicles and parking and compulsory superannuation contributions paid on behalf of an employee.
Total Securityholder Return (TSR)	The movement in a company's security price, dividend yield and any return of capital over a specific period. It is often expressed as a percentage.

3. Remuneration Report continued

a. Key Features of our Remuneration for 2012

This year's remuneration outcomes are closely linked to Group, regional and individual performance

Our executive remuneration structure consists of fixed pay, a short-term incentive and a long-term incentive.

Modest fixed-pay increases were awarded to the CEO and most Senior executives. Senior executives who were appointed to new roles or who were paid substantially less than the market benchmark received fixed-pay increases to reflect market levels.

The target STI and LTI opportunities are set in line with the remuneration mix approved by the Board. No changes to the remuneration mix were made between 2011 and 2012.

The STI pool is heavily dependent on Group PAT and the relationship between Group PAT and the STI pool was consistent as both were above target for 2012. The actual STIs awarded to the CEO and Senior executives are based on Group and regional financial and KPIs as well as individual performance. The total of all STI awards was within the STI pool approved by the Board.

Consistent with awards made in 2011, LTI performance securities are subject to relative TSR performance against S&P / ASX 100 companies over a three year and four year period.

65% of the 2008 LTI allocation vested during the year. This is the first time LTI has vested since the 2003 LTI allocation which vested in July 2007.

All new Senior executives employed during 2012 have employment contracts under which no retention awards are payable and termination benefits that do not require securityholder approval.

b. Executive and Non Executive Directors Covered by this Report

CEO and Senior Executives

Individual	Title
Stephen McCann	Group Chief Executive Officer and Managing Director
Scott Charlton	Group Chief Operating Officer (ceased this position 30 June 2012)
Anthony Lombardo	Group Chief Financial Officer (appointed 13 December 2011)
Craig van der Laan de Vries	Chief Strategy Officer (appointed 21 May 2012)
Mark Menhinnitt	Chief Executive Officer, Australia
Rod Leaver	Chief Executive Officer, Asia
Daniel Labbad	Chief Executive Officer, Europe, Middle East and Africa (appointed Group Chief Operating Officer from 2 July 2012)
Robert McNamara	Chief Executive Officer, Americas
Brad Soller	Group Chief Financial Officer (ceased this position 12 December 2011)

Non Executive Directors

Individual	Title
David Crawford	Independent Chairman
Phillip Colebatch	Independent Non Executive Director
Gordon Edington	Independent Non Executive Director
Peter Goldmark	Independent Non Executive Director
Julie Hill	Independent Non Executive Director
David Ryan	Independent Non Executive Director
Jane Hemstritch	Independent Non Executive Director (appointed 1 September 2011)
Michael Ullmer	Independent Non Executive Director (appointed 1 December 2011)
Colin Carter	Independent Non Executive Director (appointed 2 April 2012)

3. Remuneration Report continued

c. Remuneration Received and Awarded for 2012

Our CEO and Senior executives receive a portion of their performance-linked remuneration in the current year

Section 3 h, page 28 shows remuneration for the CEO and Senior executives calculated in accordance with statutory obligations and accounting standards. It includes amounts for LTI and deferred securities that may never vest.

As shown in Table (a) below, the actual amounts received by the CEO and Senior executives included:

• fixed remuneration;
• STI cash payments for performance in the year ended 30 June 2012;
• deferred securities (relating to prior years' STI awards);
• LTI amounts which vested during the year; and
• 'legacy' retention awards from 2007.

Table (c) shows the remuneration decisions made by the Board and P&O Committee during 2012.

Table (a) Remuneration Received in 2012

For increased transparency, the table below outlines the actual remuneration received by the CEO and Senior executives that have been employed for the full year. Statutory remuneration disclosures in line with accounting standards are outlined in section 3 h, page 28.

A\$000's	2012 Total cash remuneration		Prior year awards that vested during 2012				Amount forfeited during the year in relation to7
Name1	Fixed remuneration2	STI cash3	2010 Deferred securities4	2008 LTI5	Retention granted in prior years6	Total remuneration	STI	LTI
Stephen McCann	2,180	2,185	774	1,142	1,049	7,330	(486)	(446)
Scott Charlton	1,329	618	98	–	–	2,045	(1,967)	(1,092)
Daniel Labbad	1,238	534	153	364	–	2,289	(119)	(142)
Rod Leaver	1,542	560	309	–	–	2,411	(172)	–
Anthony Lombardo8	933	527	191	171	–	1,822	(162)	(67)
Robert McNamara	853	293	39	–	–	1,185	(512)	–
Mark Menhinnitt	1,021	495	181	411	–	2,108	(360)	(161)

1 Excludes Brad Soller who ceased as a KMP on 12 December 2011 and Craig van der Laan de Vries who commenced as a KMP from 21 May 2012.

2 Fixed remuneration includes salary, non-monetary benefits, superannuation or pension, and other long-term benefits in line with statutory remuneration disclosure requirements.

3 STI cash refers to 50% of the STI award for 2012 that will be paid to the executive in cash in September 2012. The remaining 50% of the STI award is deferred into securities.

4 2010 deferred securities refers to amounts deferred in September 2010 that vested in September 2011. This is calculated as the value of the award at the date of vesting.

5 2008 LTI is the value of LTI which vested during the year, based on the security price at the vesting date.

6 Retention granted in prior years refers to a retention award granted in August 2007 before Stephen McCann was appointed as CEO in December 2008. 7 STI forfeited refers to the unearned component of each executive's maximum STI for the year ended 30 June 2012 and any STI that was earned in a prior year and forfeited during the year ended 30 June 2012. LTI forfeited includes the value that lapsed during the year ended 30 June 2012 (for whatever reason e.g. termination or not meeting performance hurdles). The value has been determined based on the Lend Lease security price at date of lapsing.

8 Anthony Lombardo commenced as a KMP from 13 December 2011 but he was employed for the full year as an executive. The information in table (a) reflects remuneration for the full year ended 30 June 2012. Providing information for the full year will assist readers to understand the total cash remuneration and other awards received/forfeited which provides increased transparency.

3. Remuneration Report continued

c. Remuneration Received and Awarded for 2012 continued

Table (b) Reconciliation of 2012 Total Cash Remuneration (Table (a)) with Statutory Remuneration (page 28) for the CEO

The following table shows the difference between the CEO's cash remuneration in Table (a) and the statutory remuneration disclosure in section 3 h.

Description	A\$000's	Vesting Year
2012 Total cash remuneration	4,365
2011 STI Award – Deferred securities component	1,445	2013 and 2014
LTI awards – Accounting expense:
 2007 Retention award grant	516	2012
2008/2009 LTI – Retention, TSR and EPS components 	(190)	2012 and 2013
 2009/2010 LTI – TSR and EPS components	416	2013 and 2014
 2010/2011 LTI – TSR	258	2014 and 2015
 2011/2012 LTI – TSR	219	2015 and 2016
Total remuneration (statutory disclosures) as per section 3 h	7,029

Table (c) Remuneration Awarded by the Board and P&O Committee for the Year Ended 30 June 2012

The remuneration awarded to the CEO and Senior executives for the year ended 30 June 2012 is set out in the Table (c). The STI cash and deferred securities awards reflect performance from 1 July 2011 to 30 June 2012. Deferred securities may crystallise after a further one and two years subject to continued employment. Half of the LTI is measured over a three year period, with any LTI that does not meet the performance hurdle lapsing at that time. The other half is measured over a four year period. There is no opportunity for re-testing the LTI. The value of deferred securities and LTI awards will depend on the price of Lend Lease securities at the date of vesting.

The ultimate value of remuneration awarded by the Board and P&O Committee in 2012 will not be known until September 2015 when the testing of the LTI performance hurdle is completed.

\$A000's1	Fixed remuneration effective from 1 September 2011	STI cash award to be paid in September 2012	Deferred securities awards to be granted in September 2012	LTI awards granted on 1 September 2011 (face value)
Stephen McCann	2,037	2,185	2,185	1,295
Scott Charlton	1,300	618	–	447
Daniel Labbad	879	534	534	299
Rod Leaver	1,120	560	560	350
Anthony Lombardo2	900	527	526	277
Robert McNamara	768	293	292	270
Mark Menhinnitt	1,000	495	495	335
Craig van der Laan de Vries3	950	–	–	319

1 Excludes Brad Soller who ceased as a KMP on 12 December 2011.

2 Anthony Lombardo commenced as a KMP from 13 December 2011 and the amounts above relate to the TPV and STI target opportunity approved by the P&O Committee applying from that date. Total annual target remuneration applying from 1 September 2011 to 12 December 2011 was TPV A\$826,800, target STI cash A\$372,060, target deferred securities A\$372,060 and LTI (face value) A\$277,221.

3 Craig van der Laan de Vries commenced as a KMP from 21 May 2012 and amounts above relate to the TPV and STI approved by the P&O Committee applying from that date. Total annual target remuneration applying from 21 May 2012 is TPV A\$950,000, target STI cash A\$427,500, target deferred securities A\$427,500 and LTI (face value) A\$318,529. The actual LTI award was a pro-rata grant with a face value of A\$89,644.

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d. Our Remuneration Governance

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d. Our Remuneration Governance continued

The role of PwC during 2012	PwC's advice was made free from undue influence by any of the KMP
During the year, PwC did not provide a remuneration recommendation as defined in section 9B of the Corporations Act 2001 on the executive remuneration strategy and remuneration policies for key	Although a remuneration recommendation was not provided, consistent with good governance, the following arrangements were made to ensure that PwC's advice was free of undue influence:
management personnel. PwC did provide advice on aspects of the remuneration of the KMP including:	PwC was engaged by, and reported directly to, the Chair of  the P&O Committee  the agreement for the provision of remuneration consulting
 market practice on executive remuneration amount and structure	services was executed by the Chair of the P&O Committee on behalf of the Board
 commentary on positioning of the CEO's remuneration against the market	 the reports containing remuneration advice or market data were provided by PwC directly to the Chair of the P&O
market data on Senior executive remuneration 	Committee
 market data on non executive director fees	 PwC was permitted, where approved by the P&O Committee
 commentary on incentive plan proposals	Chair, to speak to management to understand company processes, practices and other business issues and obtain
 assisting Lend Lease consider queries from	management's perspectives.
external stakeholders	 PwC have declared that they have not been unduly influenced by the KMP in carrying out their duties for the P&O Committee.
	As a consequence, the Board is satisfied that advice and market data provided by PwC was made free from undue influence from any of the KMP.

This year, the P&O Committee has placed a significant focus on incorporating risk management into the reward framework.

Remuneration component	How risk management is incorporated into the remuneration component
STI	 STI outcomes are determined based on a scorecard of financial and non-financial KPIs. These KPIs are structured as "building blocks" to achieve Lend Lease's short, medium and long-term strategic and business goals.
	 STI outcomes are modified based upon an assessment of the executive against Lend Lease's defined leadership capabilities (including safety and diversity), values and behaviours. In this way, the STI rewards "what" is achieved as well as "how" it is achieved.
	 The total value of STI awards is directly linked to PAT and there are limits on the total incentive pool and individual STI payments.
	In determining the total incentive pool amount, the Board also considers the overall health  of Lend Lease and the sustainability of earnings.
	 A significant portion (50%) of the actual STI award is deferred into securities which vest over a one and two year period. In this way, executives continue to be exposed to movements in the Lend Lease security price.
	 From 1 July 2012 onwards, the Board has introduced a malus provision. This will enable the Board to adjust the number of deferred securities granted to an individual downwards in the case of material misstatement of the Group's financial accounts.
	 The malus provision will operate alongside existing provisions in the deferred securities terms that allow the Board to adjust unvested awards on termination of employment. In particular:
	(i) if an employee is terminated for fraud or other serious misconduct, unvested deferred securities will lapse; and
	(ii) where an employee is terminated for poor performance, the Board can adjust the number of unvested deferred securities at the time of termination.

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d. Our Remuneration Governance continued

Remuneration component	How risk management is incorporated into the remuneration component
LTI	 50% of the LTI is assessed over a three year period and 50% is assessed over a four year period.  As performance is assessed based on relative TSR, any adverse financial, reputational or other events that could occur over the vesting period should be reflected in the number of LTI performance securities that ultimately vest.
	 The malus provisions that apply to the deferred securities will also apply to unvested LTI awards.
Executive securityholding	 The Board has determined that in the 2013 financial year it will introduce a mandatory holding of Lend Lease securities that requires the CEO to accumulate and maintain a holding of Lend Lease securities that is approximately 150% of his TPV. The requirement for Senior executives is approximately 100% of TPV or 100% of base salary for Senior executives outside of Australia. The mandatory holdings will be accumulated as future grants of deferred securities and LTI vest. This will encourage the CEO and Senior executives to take a long-term perspective when making decisions and strengthens alignment with securityholders.

Securities Trading Policy

The Lend Lease securities trading policy applies to all employees of the Lend Lease group of companies. In accordance with the policy, directors and executives may only deal in Lend Lease securities during designated periods. Directors and executives must not enter into transactions or arrangements that operate to limit the economic risk of unvested entitlements to Lend Lease securities. No director or executive may enter into a margin loan arrangement in respect of Lend Lease securities.

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e. Our Reward Strategy and Framework

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e. Our Reward Strategy and Framework continued

Our executive reward strategy considers the interests of both internal and external stakeholders and aims to drive strong individual and team performance. Accordingly, the strategy requires that a significant portion of an individual's remuneration be 'at risk', and be tied to clear metrics.

The remuneration framework consists of fixed remuneration, short-term incentives and long-term incentives. The relative weighting of each component is referred to as the 'remuneration mix'.

Remuneration Mix

The remuneration mix has been specifically designed to align to the execution of Lend Lease's business strategy

The target remuneration mix links outcomes to the execution of business strategy over the short (one year), medium (two to three years) and long (three to four years) term. The target remuneration mix for the year ending 30 June 2012 is shown below.

		Percentage of total remuneration
--	--	----------------------------------

	Fixed remuneration (annual)	STI cash (1 year)	Deferred securities (2-3 years)	LTI (3-4 years)
CEO			30% - 35% 20% - 25% 20% - 25% 20% - 30%
Senior			executives 40% - 45% 20% - 25% 20% - 25% 15% - 20%

Motivating performance

The remuneration mix varies primarily as a function of how much STI is awarded to an executive based on performance.

The following graph illustrates this variation. The first column shows the weighting of the components of remuneration expressed as a percentage of total remuneration, assuming the CEO's cash STI and deferred securities are awarded at target. The second column assumes the CEO's cash STI and deferred securities are awarded at the maximum level.

The increased weighting on STI and deferred securities when performance and outcomes are above target reflects the Board's objective of motivating executives to execute the business strategy.

CEO, Remuneration Mix

Alignment to securityholders

The remuneration mix is structured so that a substantial portion of remuneration is delivered as Lend Lease securities. This ensures that the interests of executives are aligned with securityholders.

CEO, Target Remuneration, Mix of Cash and Securities

Medium and long-term focus

The mix of executive reward is also designed to be aligned with the company's medium and long-term financial performance, as shown below:

Year 1	Year 2	Year 3	Year 4
Fixed Remuneration
Cash STI
Deferred STI for 1 year
Deferred STI for 2 years
LTI 3 year performance period
LTI 4 year performance period

The focus on long-term performance will be enhanced by the introduction of a mandatory securityholding for the CEO and Senior executives. For further details see page 15.

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e. Our Reward Strategy and Framework continued

Setting Remuneration Levels

We benchmark our remuneration mix and levels to ensure we provide market competitive total rewards for on-target performance, and total rewards above the market median for outstanding performance

In determining fixed and total remuneration levels, we use data provided by our remuneration adviser, PwC, about the remuneration delivered to comparable roles in companies of a similar size and level of complexity. Specifically:

• 1. for Australia-based executives, in roles with an Australian focus, we refer to companies listed on the ASX that are ranked between 26 and 75 by market capitalisation (excluding companies domiciled overseas and property trusts where management is not typically employed by the trust);
• 1. for executives in roles with global responsibilities, we refer to a peer group of companies listed on the ASX that are ranked in the first 75 by market capitalisation and have significant global operations (to reflect the complexity involved in running a company such as Lend Lease with a global footprint).

The companies that make up this peer group (at the time the peer group was determined, being 31 March 2011) are BHP Billiton, Rio Tinto, Woodside Petroleum, Westfield Group, CSL, QBE Insurance Group, AMP, Brambles, Leighton, Orica, Coca Cola Amatil, Amcor, WorleyParsons, Qantas Airways, Sonic Healthcare, Toll Holdings and Boral. The Board is mindful of Lend Lease's relative size, when it uses this peer group; and

1. for executives based in other countries, we refer to relevant local comparator groups.

f. How Rewards are Linked to Performance

Our STI and LTI plans align with our strategic goals and organisational performance. The plans are designed to focus executives on short, medium and longer-term organisational performance.

Short-Term Incentives (STI)

	STI is awarded for the achievement of goals aligned to Lend Lease's strategy. Deferred securities provide longer-term alignment with overall company performance
STI design characteristic	How the STI works
Target STI opportunity	 STI is based on "target opportunities" which are set using the remuneration mix outlined on page 17 and are tested against the relevant market levels for each executive role.  Executives receive notification of a target STI opportunity annually.
STI pool	 The pool of funds available to reward executives under the STI plan is determined by direct reference to Group financial performance and, where relevant, regional financial performance.  Pool funding levels are set by the Board and correspond to threshold, target and stretch levels of PAT achievement. In determining the pool of funds available, the Board also considers the overall health of Lend Lease and the sustainability of earnings. Typically, if profit performance is above target, sufficient funds will be available to pay  average awards above target. The total pool funding is capped at 125% of the target pool and payments to individual executives are capped at 150% of their target STI.  Conversely, if PAT performance is below target, average STI awards will be below target. An individual executive's award will be determined based on their overall performance rating and contribution, relative to other executives. The total pool may be either partially or fully allocated to executives each year.
Key performance indicators	 The CEO and Senior executive scorecards consist of measures relating to financial performance, people, strategy formulation and execution, and management and operational excellence. KPIs are aligned to Lend Lease's single year targets and longer term strategy.  Financial measures focus on PAT, growth and capital management. Non-financial measures include achievement of strategic and operational excellence objectives as well as the successful implementation of safety and people leadership goals.  The CEO scorecard (as approved by the Board) is set out in summary on page 20. This outlines the metrics within the scorecard and the CEO's performance against those metrics in 2012. Senior executives are subject to a similar scorecard reflecting Group or regional goals as appropriate.

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f. How Rewards are Linked to Performance continued

Short-Term Incentives (STI) continued

STI design characteristic	How the STI works
Key performance indicators continued	 The P&O Committee also assesses each Senior executive against Lend Lease's defined leadership capabilities (including safety and diversity), values and behaviours. In this way, the STI rewards "what" is achieved as well as "how" it is achieved.
Actual STI outcomes	 The Board assesses the performance of, and determines the STI outcome for, the CEO.  The P&O Committee approves the assessment of performance against KPIs and the final STI outcomes for Senior executives (after considering the recommendations of the CEO).  The minimum possible STI outcome is zero and the maximum possible STI outcome is 150% of the executive's target STI opportunity. For a Senior executive to earn their maximum STI, outstanding individual performance must be coupled with above target financial performance by the Group and/or relevant region.
Delivery	The actual STI award is delivered as a mix of cash and deferred securities. The deferred  securities encourage executives to deliver sustainable performance.  50% of the actual STI is paid as cash in September following the performance year.  50% of the actual STI is deferred into Lend Lease securities. 50% of the deferred portion (i.e. 25% of the total award) vests one year after grant and the remaining 50% vests after two years.
Distributions (deferred securities)	 Distributions on deferred securities are received by executives during the vesting period, subject to the executive continuing in employment.
Malus	For deferred securities allocated after 1 July 2012, the Board may adjust the number of  deferred securities downwards prior to the date of vesting in the case of a material misstatement of the Group's financial accounts.
Termination	Deferred securities are forfeited by the individual if they resign or are terminated for cause  during the vesting period.
Hedging	 Deferred securities are subject to the securities trading policy (refer page 15) which prohibits executives from entering into any type of 'protection arrangements' (including hedging, derivatives and warrants).

How STI KPIs are aligned to the Lend Lease Strategy (Unaudited)

Lend Lease is in the Build phase of its long-term business strategy. Scorecards for the CEO and executives reflect short, medium and long-term goals related to delivering financial returns, the reshaping of the portfolio, setting up business for future growth, embedding operational excellence and investing in people. The CEO scorecard outlined below reflects these objectives.

Over 2012, substantial progress was made in relation to:

• full implementation of a risk adjusted capital model and progress towards capital allocation targets through capital recycling and investing;
• setting strategic and financial plans for key business units;
• implementing expansion strategies in selected growth markets; and
• launching a group wide leadership program to strengthen and expand executive capability and making key executive appointments to build executive bench strength based on a talent assessment and succession planning process.

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f. How Rewards are Linked to Performance continued

Short-Term Incentives (STI) continued

CEO Scorecard and Board Assessment

The Board has assessed the CEO's scorecard and made an overall judgement as to whether the scorecard results fully reflect performance and the management of risk. The result for each category set out below is a holistic assessment of the measures established at the start of the year and the effectiveness of the CEO in addressing unanticipated events. The CEO exceeded target in most categories and made a very substantial contribution to the achievement of goals directly linked to the Group's business strategy. The CEO's remuneration outcome for 2012 is aligned to his overall performance that exceeded target and the Group's strong financial results.

	Performance measures "what"	Reason chosen "why"	Performance assessment "how"	Result
	Financial performance – 50% weighting
Financial	PAT (including overall assessment of earnings) Cash flow Return on equity (ROE) Holistic assessment of overall financial performance.	Multiple dimensions of financial performance recognises the importance of delivering returns to securityholders and securing future revenue.	Financial targets for PAT, cash flow and ROE were all exceeded by more than 10%. Overall assessment of financial indicators, including margin, pipeline and reduction of risks is that the overall health of the business has improved.	Exceeds target
		Non financial performance indicators - 50%
Strategic	Implement portfolio approach to capital management. Drive the expansion strategy through building commercially viable businesses in strategic markets. Develop five year strategic plan for nominated business areas.	The CEO is focused on initiatives that deliver future growth and improved business performance.	Portfolio approach to capital management deployed. Progress has been made on expansion strategies across regions and platforms. Specific business areas were identified as having a critical impact on the achievement of the strategy over five years. For these businesses, five year strategic and financial plans were developed.	At target
People and Leadership	Manage top talent and succession planning. Implement initiatives to support a performance culture. Drive a safety culture and achieve key safety metrics.	The CEO is required to demonstrate and role model effective leadership, and actively manage talent to underpin sustainable performance. Safety is a critical component of Lend Lease's culture.	Exceptional leadership demonstrated in identifying and managing top talent and developing high potentials across the Group and regions to support ongoing growth of the business. Retention of top talent maintained with attrition rate of below 5% achieved. Improved bench strength through targeted external hires. Achievement of diversity targets at Group and senior management levels. The Board assessed the CEO's performance against and resolve to achieve safety targets and deliver a safety culture to be exceptional. Ongoing focus is required to maintain a consistent safety culture and outcomes across all areas of the organisation. The critical incident frequency rate target (a key lead indicator of safety performance) was achieved.	Exceeds target
Operational Excellence	Achieve critical targets and milestones on key projects and transformational programs.	Client satisfaction and cost management are important drivers of current and future business performance.	The CEO effectively addressed and delivered on critical targets and milestones on key projects. Unanticipated events throughout the year were all successfully addressed.	Exceeds target

In determining the CEO's 2012 STI, the Board also assessed the CEO against Lend Lease's defined leadership capabilities (including safety and diversity), values and behaviours.

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f. How Rewards are Linked to Performance continued

Short-Term Incentives (STI) continued

STI Awards Achieved this Year

STIs are awarded to individuals based on an assessment of the executive's overall performance and the profitability of the Group and region where relevant. The Board determines the aggregate pool available to fund STIs based on the Group's PAT.

On average, STI awards for 2012 are above target. This reflects the Group's PAT result being above target. In line with performance for 2012, STI awards are presented in the table below:

						A\$000s
			% of STI opportunity					STI	STI
								awarded as	awarded as
	Total target						STI	deferred securities	deferred securities
	STI			% of	% of	Total	awarded	due to vest	due to vest
CEO and Senior executives1	opportunity A\$000s	Cash component	Deferred component	Target STI paid	Maximum STI paid	STI awarded	as cash (50%)	in Sept 20132	in Sept 20142
Stephen McCann	3,237	50	50	135	90	4,370	2,185	1,093	1,092
Scott Charlton3	1,235	100	–	50	33	618	618	–	–
Daniel Labbad	791	50	50	135	90	1,068	534	267	267
Rod Leaver	862	50	50	130	87	1,120	560	280	280
Anthony Lombardo	810	50	50	130	87	1,053	527	263	263
Robert McNamara	731	50	50	80	53	585	293	146	146
Mark Menhinnitt	900	50	50	110	73	990	495	248	247
Brad Soller4	300	100	–	100	100	300	300	–	–

1 Craig van der Laan de Vries commenced as a KMP on 21 May 2012 and was not eligible for an STI award.

2 Deferred securities are scheduled to be granted in September 2012.

3 Scott Charlton ceased as a KMP on 30 June 2012 and his STI will be settled entirely as cash.

4 Brad Soller ceased as a KMP on 12 December 2011 and his STI will be settled entirely as cash.

Incentive Plan Outcomes and Group Performance

Since 2010 business performance has consistently improved

The table below outlines some key indicators of Group performance over the past five years for the year ended 30 June.

	2012	2011	2010	2009	2008
Statutory profit/(loss) after tax (A\$m)	501.4	492.8	345.6	(653.6)	265.4
Operating profit after tax (A\$m)	507.2	485.3	323.6	307.5	447.1
EPS on statutory profit after tax1 (cents)	92.7	91.7	72.9	(161.4)	68.6
Total distributions2 (A\$m)	217.5	198.7	160.6	186.7	308.9
(Decrease)/increase in closing price³ (A\$)	(1.77)	1.64	0.32	(2.54)	(8.99)

1 EPS (Earnings per security) is calculated using the weighted average number of securities on issue excluding treasury securities.

2 The June 2012 distribution of A\$126.0 million was declared subsequent to the reporting date.

3 Represents the movement in the security price over the year calculated using the closing security price at 30 June.

Group PAT was above target during 2012 and therefore the STI pool was also above target.

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f. How Rewards are Linked to Performance continued

Long-Term Incentives (LTI)

LTI is designed to reward executives only where Lend Lease delivers better securityholder value than its peers

The key features of the 2011 plan (granted 1 September 2010) and the 2012 plan (granted 1 September 2011) are the same.

LTI design characteristic	How the LTI works
Performance securities	An annual grant of 'performance securities' is made to a limited number of  executives.  The Board intends that the awards be settled in Lend Lease securities; although it may be settled in cash or other means at the Board's discretion.
Performance hurdle	 100 Index.   The vesting schedule is: Relative TSR percentile ranking Below the 50th percentile At the 50th percentile Above the 50th percentile but below the 75th percentile	For performance securities granted during the year, the performance hurdle is Lend Lease's total securityholder return (TSR) compared to the companies in the S&P/ASX The S&P/ASX 100 companies are determined at the start of the performance period. Percentage of performance securities that vest if the relative TSR hurdle is met No vesting 50% vesting Pro-rata vesting on a straight line basis between 50% and 100%
	At the 75th percentile or greater	100% vesting
	 Relative TSR was selected as the performance measure to link LTI awards to the delivery of superior (i.e. above median) securityholder returns relative to the S&P/ASX 100 companies over the performance period. This method was chosen after consultation with securityholders.
Performance period	 50% of the performance securities are assessed over a three year period. If the hurdle is not fully achieved at this time, performance securities with a three year performance period that have not vested will lapse.  The remaining 50% of the performance securities are assessed after four years.  There is no opportunity to retest any portion of the LTI grant.
Distributions	Distributions are not paid on unvested performance securities. 
Termination of employment	 For "good leavers", the LTI grant may be pro-rated upon termination of employment and remain "on-foot" subject to the original performance hurdle.  In exceptional circumstances (such as death or total and permanent disability), the Board may exercise its discretion and pay the award at the time of termination of employment.  If the executive resigns or is terminated for cause, the unvested LTI is forfeited.  If the executive is terminated for poor performance, the Board can adjust unvested LTI prior to the vesting date.
Hedging	 vesting hedging arrangement in relation to their LTI awards.	Unvested LTI grants will also be forfeited if an executive enters into a prohibited pre

Details of LTI plans used in prior years are set out on page 32.

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f. How Rewards are Linked to Performance continued

Lend Lease's Relative TSR Performance to 30 June 2012 for Outstanding LTI Grants

The graphs illustrate the TSR performance of Lend Lease compared to the ASX 100 TSR for the same periods. The vesting date in relation to each LTI grant is indicated in the table titled 'LTI awards, summary of outcomes' on page 24.

Relative TSR Performance for the September 2008 Grant Comparative TSR Performance from 1 September 2008 to 30 June 2012

Relative TSR Performance for the September 2009 Grant Comparative TSR Performance from 1 September 2009 to 30 June 2012

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f. How Rewards are Linked to Performance continued

Lend Lease's Relative TSR Performance to 30 June 2012 for Outstanding LTI Grants continued

Relative TSR Performance for the September 2011 Grant Comparative TSR Performance from 1 September 2011 to 30 June 2012

LTI Awards, Summary of Outcomes

The historical vesting of LTI is as follows:

Grant date	Vesting date	Performance hurdle	Achievement
		Retention	100%
September 2008	September 2011	EPS	0%
		Relative TSR	96%
		50% EPS	100%
	September 2012	50% Relative TSR	Not yet assessed
September 2009		50% EPS	Not yet assessed
	September 2013	50% Relative TSR	Not yet assessed
	September 2013	50% Relative TSR	Not yet assessed
September 2010	September 2014	50% Relative TSR	Not yet assessed
	September 2014	50% Relative TSR	Not yet assessed
September 2011	September 2015	50% Relative TSR	Not yet assessed

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f. How Rewards are Linked to Performance continued

Other Incentive Plans

Our reward strategy gives the Board flexibility to deliver awards to drive specific business outcomes

Incentive Plans which Address Specific Business Needs

Where appropriate, the Board will provide targeted incentives for specific business areas or executives.

Mr McNamara, CEO Americas, participates in an additional incentive plan that operates for 2011 and 2012 only, related to the performance of the Americas and is in addition to the STI plan.

During the year Mr McNamara had the opportunity to earn up to A\$625,000 in deferred securities linked to specific performance goals. This plan was created in order to support the significant turnaround required in the Americas business. The plan requires achievement of financial and non-financial measures that are additional to those set under the STI plan. The plan stipulates that this award is deferred so that 50% is provided after two years and the remaining 50% after three years subject to continuing in employment. It is intended that this award be settled in Lend Lease securities. Based on his performance under the plan Mr McNamara will be granted A\$520,834 in deferred securities in September 2012.

Project Management and Construction Incentive Plan

A performance related incentive plan was implemented for 12 critical employees in the Australian project management and construction business. Total awards made under the plan have a maximum value of A\$3.3 million, earned over three years which are subject to the achievement of performance targets. Total awards paid under this plan with respect to performance during the year ending 30 June 2012 were A\$0.63 million. As these individuals are not KMP, the remuneration of these employees is not disclosed in this report.

Infrastructure Incentive Plans

During the year ended 30 June 2011, the Board approved a profit share plan for 55 employees in the group's infrastructure business in Australia (infrastructure). Payments made to individual employees will be made over periods ranging from 18 months to four and a half years depending on the employee's role and level in the Group. If all targets are met the total value paid to all the participants will be approximately A\$12.0 million. Total awards paid under this plan with respect to performance during the year ending 30 June 2012 were A\$3.3 million. Again, as these individuals are not KMP, the remuneration of these employees is not disclosed in this report.

STI deferral arrangements in line with the Lend Lease Executive Reward Strategy have been implemented for the infrastructure executives.

Retention Awards

.

When the Board believes an executive is an outstanding performer, where there is a significant retention risk, and the Group and securityholders would gain by encouraging them to remain with the Group, a retention award may be made.

No new retention awards were granted in the current year to the CEO or Senior executives. The CEO was granted a retention award of 141,367 securities in August 2007 that vested on 30 June 2012.

Name	Grant date	Vesting date	Number granted	Fair value per equity instrument A\$	Total fair value at grant date A\$	Value at date of vesting A\$	Expense for the year ended 30 June 2012 A\$
Stephen McCann	August 2007	30 June 2012	141,367	17.68	2,500,000	1,048,943	515,783

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g. Executive Contracts

Executive contracts specify remuneration components, benefits and notice provisions

The CEO's Contract

The CEO's contract does not have a fixed term, but his appointment as Managing Director is not to exceed five years from 4 March 2009 (unless there is a mutually agreed extension).

The contract provides for benefits including fixed remuneration, superannuation, vehicle lease, parking space and life insurance. STI and LTI plan participation is at the Board's discretion.

The following terms apply:

Notice by CEO	6 months
Notice by Lend Lease	12 months
Payment in lieu of notice	Where the CEO is not employed for the full period of notice, a payment in lieu of notice may be made. The payment in lieu of notice includes pro-rata fixed remuneration and the cash value of statutory entitlements and benefits, and pro-rata STI based on the level of performance achievement in the previous year.
Non-compete period	12 months
Non-solicitation period	12 months
Treatment of incentives	The CEO may receive a pro-rata STI award for the latest financial year based on assessment of his performance by the Board. LTIs will be treated according to ordinary award terms except that for the most recent LTI award before termination, the pro-rata period is increased by 12 months.

Senior Executives' Contracts

Senior executives are typically employed on contracts that have no fixed term. Benefits may include health/life insurance, car allowances, motor vehicle leases and salary continuance. Senior executives are eligible for participation in the STI and LTI plans subject to Board discretion.

Termination

Senior executives who were employed during 2012 have termination benefits that comply with the limits set by the Corporations Act that do not require securityholder approval. Some existing employment contracts provide for a notice period that is longer than 12 months or a payment in lieu of notice that is greater than 12 months of fixed pay. These contracts were put in place before the changes to the Corporations Act limits for termination benefits without securityholder approval. The contracts complied with the relevant limits at the time they were entered into. Lend Lease is reviewing these contracts on a case-by-case basis to monitor compliance with the new Corporations Act 2001 limits on termination benefits.

Termination clauses are specified in each contract describing treatment on termination based on the reason for termination (e.g. resignation, with notice, due to illness, or immediate termination for cause).

The company may make payment in lieu of notice.

3. Remuneration Report continued

g. Executive Contracts continued

Termination continued

Senior executive	Notice by Lend Lease	Notice by Senior executive	Treatment on termination with notice by Lend Lease
Scott Charlton (ceased as a KMP 30 June 2012)	6 months	6 months	Notice payment is based on Total Package Value. Payment for accrued leave is based on Total Package Value less superannuation.
Daniel Labbad1	9 months	6 months	Notice payment is based on Total Package Value. Payment for accrued leave is based on Total Package Value less superannuation.
Rod Leaver	6 months	6 months	Notice payment and accrued leave is based on base salary.
Anthony Lombardo (commenced as a KMP 13 December 2011)	12 months	6 months	Notice payment is based on Total Package Value. Payment for accrued leave is based on Total Package Value less superannuation.
Robert McNamara	3 months	3 months	Notice payment is based on base salary and other minimum benefits as required by applicable US legislation.
Mark Menhinnitt	12 months	6 months	Notice payment is based on Total Package Value plus projected STI (if eligible in that year) of 60% of the target cash opportunity.
Brad Soller (ceased as a KMP 12 December 2011)	12 months	6 months	Notice payment is based on Total Package Value plus projected STI (if eligible in that year) of 60% of the target cash opportunity.
Craig van der Laan de Vries (commenced as a KMP 21 May 2012)	6 months	6 months	Notice payment is based on Total Package Value. Payment for accrued leave is based on Total Package Value less superannuation.

1 Daniel Labbad was appointed Group Chief Operating Officer on 2 July 2012 and the information above reflects the termination provisions as agreed with respect to his contract.

3. Remuneration Report continued

h. Executives' Remuneration in Detail (Statutory Disclosures)

Remuneration of the CEO and Senior Executives for the Years Ended 2012 and 2011

			Short-term benefits	Non	Post employment benefits	LTI	Security based payments STI		Other long
A\$000s	Year	Cash salary1	STI cash	monetary benefits2	Superann uation3	equity settled4	equity	settled Retention5	term benefits6	Total
Executive Director
Stephen McCann	2012	1,869	2,185	249	35	703	1,445	516	27	7,029
	2011	1,786	1,927	224	32	961	648	515	27	6,120
Senior Executives
Scott Charlton (ceased	2012	1,276	618	11	24	(173)			18	1,774
as KMP 30 June 2012)	2011	1,199	780	66	20	128	82		18	2,293
Daniel Labbad	2012	855	534	300	83	138	358			2,268
	2011	820	483	165	61	244	128			1,901
Rod Leaver	2012	1,142	560	396	4	132	365			2,599
	2011	1,043	481	120	17	61	259			1,981
Anthony Lombardo7 (appointed 13
December 2011)	2012	844	527	58	18	151	383		13	1,994
Robert McNamara	2012	826	293	20	7	344	546			2,036
	2011	713	439	34		273	35			1,494
Mark Menhinnitt	2012	906	495		102	159	342		13	2,017
	2011	778	456		86	281	152		12	1,765
Brad Soller8 (ceased as KMP 12	2012	397	300	33	10	33	350		6	1,129
December 2011)	2011	847	500	14	19	219	178		13	1,790
Craig van der Laan de Vries (appointed 21 May 2012)9	2012	101		6	9	15			1	132

1 Cash salary includes the payment of cash allowances such as motor vehicle, superannuation and housing allowance. Rod Leaver's cash salary does not include payment in the year ended 30 June 2011 of accrued annual leave A\$40,054 on transfer to the Singapore employing entity.

2 Non-monetary benefits include car parking, relocation and expatriate benefits (such as house rental, health insurance, shipping of goods and tax return preparation), motor vehicle costs and annual leave.

3 Superannuation for defined benefit members in Australia (Mark Menhinnitt) reflects the cost of contributions based on the actuarial long-term contribution rate applied to the notional salary in respect of the executive. Superannuation includes the value of life insurance premiums (for the year ended 30 June 2012: Stephen McCann A\$11,785, Scott Charlton A\$6,135, Daniel Labbad A\$2,288, Anthony Lombardo A\$2,288, Mark Menhinnitt A\$2,288, Brad Soller A\$1,184 and for the year ended 30 June 2011: Stephen McCann A\$9,634, Scott Charlton A\$4,381, Rod Leaver A\$2,148, Anthony Lombardo A\$2,148, Mark Menhinnitt A\$2,148, Brad Soller A\$3,532).

4 Fair value expense of LTI awards that are equity settled. The retention expense disclosed for 2011 relating to the 2009 LTI-B component is now included in LTI equity-settled column for 2011.

5 These amounts represent the amortisation of a retention award made in August 2007 to Stephen McCann.

6 Other long-term benefits represent the accrual of statutory employee entitlements i.e. long service leave.

7 Anthony Lombardo was an executive for the full year and commenced as a KMP from 13 December 2011. The information in the above table reflects remuneration for the full year ended 30 June 2012. Total annual target remuneration applying from 1 September 2011 to 12 December 2011 was TPV A\$826,800, target STI cash A\$372,060, target deferred securities A\$372,060 and LTI (face value) A\$277,221. Total annual target remuneration applying from 13 December 2011 to 30 June 2012 was TPV A\$900,000, target STI cash A\$405,000, target deferred securities A\$405,000 and LTI (face value) A\$301,765.

8 Brad Soller ceased to be a KMP effective 12 December 2011. Disclosures represent part year remuneration from 1 July 2011 to 12 December 2011 while he was a KMP. In addition to the remuneration in the above table he was paid TPV of A\$487,272 while he continued in employment but was not a KMP, and received a termination payment of A\$807,500 in relation to contractual entitlements. No termination benefits were paid to any other KMP.

9 Craig van der Laan de Vries commenced employment and as a KMP from 21 May 2012. The information in the above table reflects remuneration for the period from 21 May 2012 to 30 June 2012.

3. Remuneration Report continued

h. Executives' Remuneration in Detail (Statutory Disclosures) continued

Remuneration Components as a Proportion of Total Statutory Remuneration¹

		Performance-based
	Fixed remuneration as a percentage of total statutory remuneration	STI remuneration as a percentage of total statutory remuneration 2	LTI remuneration as a percentage of total statutory remuneration
Executive Director
Stephen McCann	33	56	11
Senior Executives
Scott Charlton3	68	32	0
Daniel Labbad	55	39	6
Rod Leaver	59	36	5
Anthony Lombardo4	47	45	8
Robert McNamara	42	41	17
Mark Menhinnitt	51	41	8
Brad Soller5	39	58	3
Craig van der Laan de Vries6	89	0	11

1 The information in the table above reflects remuneration for the year ended 30 June 2012 and excludes retention awards.

2 STI includes the cash amount and the deferred amount accrued for performance for the full year ended 30 June 2012.

3 Scott Charlton ceased as a KMP on 30 June 2012.

4 Anthony Lombardo was an executive for the full year and commenced as a KMP from 13 December 2011. The information in the above table reflects remuneration for the year ended 30 June 2012.

5 Brad Soller ceased as a KMP on 12 December 2011.

6 Craig van der Laan de Vries commenced as a KMP on 21 May 2012. The information in the above table reflects remuneration for the period from commencement of employment to 30 June 2012.

3. Remuneration Report continued

h. Executives' Remuneration in Detail (Statutory Disclosures) continued

Deferred Securities Awards

In 2012 deferred securities were granted to the CEO and Senior executives based on the value of the 2011 STI award that was deferred (being 50% of the 2011 STI award). Half of the deferred securities award will vest after 1 year and half after 2 years subject to the CEO and Senior executives continuing in employment to the date of vesting. Deferred securities are held in a trust during the vesting period.

In 2011 deferred securities were granted to the CEO and Senior executives under the Enhanced STI plan. Under this plan, a portion of the 2010 STI award was delivered as deferred securities which vested one year after the grant date subject to the CEO and Senior executives continuing in employment.

Details of deferred securities awards are set out in the following table:

1 Na me	Pla n	ST I aw ard for per ma nce ye ar	Gra nt d ate	Ve stin dat g e	Nu mb ted er g ran	Fai lue r va pe r 2 def ed urit err sec y A\$	Tot al f air val at ue 3 ant da te gr A\$	Exp e fo r th ens e ded yea r en 30 Jun e 2 012 A\$	% V ed est	% For feit ed
Ste he n M cC p an n	En ha d S TI nce	20 10	1/0 9/2 01 0	1/0 9/2 01 1	93 07 5 ,	6.9 6	64 7, 80 2	–	100	0
	ST De fer red I	20 11	1/0 9/2 01 1	1/0 9/2 01 2	118 27 5 ,	8.1 5	96 3, 50 0	96 3, 50 0	–	–
	De fer red ST I	20 11	1/0 9/2 01 1	1/0 9/2 01 3	118 27 5 ,	8.1 5	96 3, 50 0	48 1, 0 75	–	–
					32 9, 62 5		2, 4, 80 2 57	1, 44 25 0 5,
4 Sc Ch arlt ott on	En ha d S TI nce	20 10	1/0 9/2 01 0	1/0 9/2 01 1	11 74 0 ,	6.9 6	81 71 0 ,	–	100	0
	ST De fer red I	20 11	1/0 9/2 01 1	1/0 9/2 01 2	47 87 4 ,	8.1 5	39 0, 00 0	–	0	100
	De fer red ST I	20 11	1/0 9/2 01 1	1/0 9/2 01 3	47 87 4 ,	8.1 5	39 0, 00 0	–	0	100
					10 7, 48 8		86 1, 71 0	–
Da nie l La bb ad	En ha d S TI nce	20 10	1/0 9/2 01 0	1/0 9/2 01 1	18 39 7 ,	6.9 6	128 04 3 ,	–	100	0
	De fer red ST I	20 11	1/0 9/2 01 1	1/0 9/2 01 2	29 26 2 ,	8.1 5	23 8, 37 7	23 8, 37 7	–	–
	ST De fer red I	20 11	1/0 9/2 01 1	1/0 9/2 01 3	29 26 2 ,	8.1 5	23 8, 37 7	119 189 ,	–	–
					76 92 1 ,		60 4, 79 7	35 7, 56 6
Ro d L eav er	En ha d S TI nce	20 10	1/0 9/2 01 0	1/0 9/2 01 1	37 17 7 ,	6.9 6	25 8, 2 75	–	100	0
	De fer red ST I	20 11	1/0 9/2 01 1	1/0 9/2 01 2	29 86 5 ,	8.1 5	24 3, 28 9	24 3, 28 9	–	–
	ST De fer red I	20 11	1/0 9/2 01 1	1/0 9/2 01 3	29 86 5 ,	8.1 5	24 3, 28 9	12 1, 64 5	–	–
					96 90 7 ,		74 5, 33 0	36 4, 93 4
5 An tho Lo mb ard ny o	En ha d S TI nce	20 10	1/0 9/2 01 0	1/0 9/2 01 1	23 01 1 ,	6.9 6	160 15 7 ,	–	100	0
	De fer red ST I	20 11	1/0 9/2 01 1	1/0 9/2 01 2	31 30 3 ,	8.1 5	25 5, 00 0	25 5, 00 0	–	–
	ST De fer red I	20 11	1/0 9/2 01 1	1/0 9/2 01 3	31 30 3 ,	8.1 5	25 5, 00 0	12 7, 50 0	–	–
					85 61 7 ,		67 0, 15 7	38 2, 50 0

Footnotes follow on the next page.

3. Remuneration Report continued

h. Executives' Remuneration in Detail (Statutory Disclosures) continued

Deferred Securities Awards continued

1 Na me	Pla n	ST I aw ard for per ma nce ye ar	Gra nt d ate	Ve stin dat g e	Nu mb ted er g ran	Fai lue r va pe r 2 def ed urit err sec y A\$	Tot al f air val at ue 3 nt d ate gra A\$	Exp e fo r th ens e ded yea r en 30 Jun e 2 012 A\$	% V est ed	% For feit ed
Ro be rt M cN am ara	d S En ha TI nce	20 10	1/0 9/2 01 0	1/0 9/2 01 1	4, 70 6	6.9 6	32 75 4 ,	–	100	0
	De fer red ST I	20 11	1/0 9/2 01 1	1/0 9/2 01 2	25 67 9 ,	8.1 5	20 9, 189	20 9, 189	–	–
	De fer red ST I	20 11	1/0 9/2 01 1	1/0 9/2 01 3	25 67 9 ,	8.1 5	20 9, 189	104 59 4 ,	–	–
	Ot he r In ntiv ce e	20 11	1/0 9/2 01 1	1/0 9/2 01 3	34 21 9 ,	8.1 5	27 8, 75 8	139 37 9 ,	–	–
	Ot he r In ntiv ce e	20 11	1/0 9/2 01 1	1/0 9/2 01 4	34 21 9 ,	8.1 5	27 8, 8 75	92 91 9 ,	–	–
					12 4, 50 2		1, 00 8, 64 8	54 6, 08 1
Ma rk Me nh inn itt	En ha d S TI nce	20 10	1/0 9/2 01 0	1/0 9/2 01 1	21 81 5 ,	6.9 6	15 1, 83 2	–	100	0
	De fer red ST I	20 11	1/0 9/2 01 1	1/0 9/2 01 2	27 98 8 ,	8.1 5	22 8, 00 0	22 8, 00 0	–	–
	De fer red ST I	20 11	1/0 9/2 01 1	1/0 9/2 01 3	27 98 8 ,	8.1 5	22 8, 00 0	114 00 0 ,	–	–
					77 79 1 ,		60 7, 83 2	34 2, 00 0
6 Bra d S olle r	En ha d S TI nce	20 10	1/0 9/2 01 0	1/0 9/2 01 1	25 51 0 ,	6.9 6	17 7, 55 0	–	100	0
	De fer red ST I	20 11	1/0 9/2 01 1	1/0 9/2 01 2	30 68 9 ,	8.1 5	25 0, 00 0	25 0, 00 0	–	–
	De fer red ST I	20 11	1/0 9/2 01 1	1/0 9/2 01 3	30 68 9 ,	8.1 5	25 0, 00 0	99 52 6 ,	–	20 .4
					86 88 8 ,		67 0 7, 55	34 9, 52 6

1 Craig van der Laan de Vries commenced as a KMP on 21 May 2012 and has not received an award of deferred securities.

2 The grant price for the enhanced STI plan deferred securities issued on 1 September 2010 is the weighted average closing price of a Lend Lease security on the ASX for the 5 trading days prior to grant date. The fair value for deferred securities issued on 1 September 2011 is the volume weighted average price of Lend Lease securities traded on the ASX over the 10 trading days prior to the grant date. All grant prices have been rounded to two decimal places.

3 The fair value at grant date is the value of the enhanced or deferred STI award as advised to the executive.

4 Scott Charlton forfeited 100% of the deferred securities granted on 1 September 2011 due to ceasing employment on 13 July 2012. Scott Charlton ceased as a KMP on 30 June 2012.

5 Anthony Lombardo was an executive for the full year and commenced as a KMP from 13 December 2011. The deferred securities were granted when he was not a KMP.

6 Brad Soller agreed to his employment terminating and retained pro-rata vesting of deferred securities due to vest on 1 September 2013 in accordance with contractual entitlements.

3. Remuneration Report continued

h. Executives' Remuneration in Detail (Statutory Disclosures) continued

How LTI was Allocated in Previous Years

In previous years, the CEO and some Senior executives participated in earlier LTI plans, some of which are still in place.

	2008/2009 LTI Plan	2009/2010 LTI Plan
Award type	retention, relative TSR and EPS	½ EPS and ½ Relative TSR
Grant date	1 September 2008	1 September 2009
First vesting date	1 September 2011. If the grant does not fully vest at 1 September 2011, the unvested relative TSR portion of performance securities may be tested at 1 March 2012 and 3 September 2012. Any unvested EPS portion of performance securities may be tested at September 2012.	1 September 2012 (50%) 1 September 2013 (50%) No further testing.
Relative TSR targets	The relative TSR peer group consists of S&P/ASX 100 Index companies. The vesting schedule for relative TSR is the same as for the 2012 LTI Plan, (see page 22).	The relative TSR peer group consists of S&P/ASX 100 Index companies. The vesting schedule for relative TSR is the same as for the 2012 LTI Plan, (see page 22).
Relative TSR performance period	Performance is tested three years from the date of grant and subsequently a further six months and then four years from the date of grant if required. If any part of the performance hurdle is achieved at the relevant testing dates, the corresponding payout will be delivered following the vesting date if employment conditions are satisfied.	Half the grant is tested at three years and the remaining half at four years. Any part of the grant that is tested and does not meet the performance hurdle will lapse. There is no opportunity to retest.
EPS Targets	EPS is calculated as follows: statutory profit/(loss) after tax adjusted for unrealised carrying value adjustments (but not excluding unrealised adjustments on the value of inventory held for sale); write-off of goodwill; movements in the value of investment properties; and savings implementation costs and one-off benefits from the UK pension plan; divided by the weighted average number of ordinary securities (excluding treasury securities). EPS-tested performance securities will vest subject to performance against compound annual growth rate targets set by the Board. The EPS annual growth target set by the Board for 2012 was 5%.	EPS is based on Statutory EPS, defined as the statutory profit/(loss) after tax, attributable to members of Lend Lease Corporation Limited, divided by the weighted average number of ordinary securities (excluding treasury securities). EPS-tested performance securities will vest subject to performance against targets set by the Board. The Board set both a minimum and a stretch aggregate EPS target, and a final year EPS target for the three year and four year performance periods.

3. Remuneration Report continued

h. Executives' Remuneration in Detail (Statutory Disclosures) continued

How LTI was Allocated in Previous Years continued

	2008/2009 LTI Plan			2009/2010 LTI Plan
EPS Targets continued		EPS (as defined for LTI purposes) Target	Actual	Aggregate EPS target			The aggregate target was set at the start of the performance period, and
	EPS for 30 June 08 base N/A 87.8c EPS for 30 June 09 80.9c 30.0c -% growth from prior year (7.9%) (65.8%) EPS for 30 June 10 90.7c 68.3c -% growth from prior year 12.1% 127.7% - two year compound 2.0% (12.0%) annual growth rate EPS for 30 June 11 101.7c 90.3c -% growth from prior year 12.1% 32.2% - three year compound 5.0% 0.9% annual growth rate EPS for 30 June 12 106.7c 93.8c -% growth from prior year 5.0% 3.9%			target	Final year EPS		the sum of three year and four year EPS performance compared to the aggregate EPS target. This is calculated by dividing the aggregate EPS target over the relevant performance period by the number of years in the performance period (i.e. three or four years) (known as the 'qualifying condition'). Outcome for 1 July 2009 to 30 June 2012 Target Actual		actual performance is measured by
	- four year compound annual growth rate	5.0%	1.7%		Minimum	Stretch	Final Year	Total	Final Year
				Aggregate EPS (cents)	199.0	218.9	66.3	257.3	92.7
EPS performance period and vesting	For vesting to occur, Lend Lease's compound EPS growth rate over the test period must be equal to the compounded annual target rate over that period. The vesting schedule for EPS is as follows: Compound EPS growth Less than the compound of target rates Equal to the compound of target rates Greater than the compound of target rates but less than 20% more than the compound of target rates At least 20% more than the compound of target rates	Payout (% of award to vest) 0% 50% Proportion of EPS grant vesting increases in a straight line between 50% and 100% 100%		For vesting to occur, Lend Lease's actual aggregate EPS must be equal to or greater than the aggregate EPS target. Vesting is, however, subject to a qualifying condition. Vesting will only occur where Lend Lease's actual EPS in year three (or four) of the performance period is equal to or greater than the respective final year EPS target. Subject to meeting the final year EPS target at year three or year four, the table below shows how vesting will occur based on Lend Lease's actual EPS performance at the vesting dates. EPS performance levels Less than minimum aggregate EPS target Equal to minimum aggregate EPS target Greater than minimum aggregate EPS target, less than stretch target At or above stretch aggregate EPS target Participants were advised of the EPS targets at the time the LTI grant was made in September 2009. The Board has committed to disclosing the EPS target retrospectively following the end of the relevant performance period (30 June 2013). In setting the minimum and stretch aggregate EPS targets, the Board has taken into account the forecast business plan performance as well as market expectations to determine robust but achievable performance targets for the 50% and 100% vesting thresholds of the EPS component of the LTI.			Percentage of EPS-tested performance securities that will vest 0% 50% Pro-rated vesting (on a straight line basis) between 50% and 100% 100%

3. Remuneration Report continued

h Executives' Remuneration in Detail (Statutory Disclosures) continued

How LTI was Allocated in Previous Years continued

	2008/2009 LTI Plan	2009/2010 LTI Plan
Termination and forfeiture	The retention component is forfeited if the individual is not in employment at the first vesting date (including for 'good leaver' reasons). For 'good leavers', the individual may, subject to Board discretion and in specified circumstances, receive a pro rata award for performance securities tested against relative TSR and EPS performance at the time of termination. Where an executive is terminated for cause or resigns, unvested LTI is forfeited. Unvested LTI grants will be forfeited if an executive enters into a prohibited pre-vesting hedging arrangement in relation to their LTI awards.	For 'good leavers', a pro-rata award may be paid after termination and be subject to the original performance conditions, unless there are exceptional circumstances (e.g. death or total and permanent disability) where the Board may determine and pay the award at the time of termination. If an executive is terminated for cause or resigns, unvested LTI is forfeited. Unvested LTI grants will be forfeited if an executive enters into a prohibited pre-vesting hedging arrangement in relation to their LTI awards.

3. Remuneration Report continued

h Executives' Remuneration in Detail (Statutory Disclosures) continued

Outstanding LTI Awards (Equity-Based Payments)

	Pla n				Fai lue r va pe r ity equ 2 ins tru nt me	Tot al f air val ue at g t d ate ran	Exp e fo ens r the nde d ye ar e 30 Jun e 2 012
Na me	( for th ded ) e y ear en	Gra nt d ate	1 Ves ting da te	Nu mb ted er g ran	A\$	A\$	A\$	% V ed est	% For feit ed
CE O
Ste he n M cC p an n	3 Ju 20 09 LT I – A ne	Se t 2 00 8 p	Au 20 12 g	120 23 5 ,	6.3 5	76 3, 56 6	( 21 3, 01 2)	48	50
	3 Ju 20 09 LT I – B ne	Se t 2 00 8 p	Au 20 11 g	60 135 ,	7.0 1	42 1, 46 4	23 41 5 ,	100	0
	4 Ju 20 10 LT I ( 50 % ) ne	Se t 2 00 9 p	Au 20 12 g	124 53 5 ,	6.0 8	173 75 7,	23 2, 88 0	–	–
	4 Ju 20 10 LT I ( 50 % ) ne	Se t 2 00 9 p	Au 20 13 g	124 53 5 ,	6.3 1	78 5, 81 6	182 44 4 ,	–	–
	5 I ( ) Ju 20 11 LT 50 % ne	Se t 2 01 0 p	Se t 2 01 3 p	87 68 0 ,	4.9 2	43 1, 38 6	143 79 6 ,	–	–
	5 Ju 20 LT I ( 50 % ) 11 ne	Se t 2 01 0 p	Se t 2 01 4 p	87 68 0 ,	5.2 0	93 6 45 5,	113 98 5 ,	–	–
	5 Ju 20 12 LT I ( 50 % ) ne	Se t 2 01 1 p	Se t 2 01 4 p	78 51 5 ,	5.6 2	44 1, 25 4	122 57 0 ,	–	–
	5 I ( % ) Ju 20 12 LT 50 ne	Se t 2 01 1 p	Se t 2 01 5 p	78 51 5 ,	5.9 0	46 3, 23 8	96 50 7 ,	–	–
To tal							70 2, 58 5
Se nio tiv r e xe cu es
6 Sc Ch ott arlt on	4 I ( ) Ju 20 10 LT 50 % ne	Se t 2 00 9 p	Au 20 12 g	16 22 0 ,	6.0 8	98 61 5 ,	( 6) 55 60 ,	0	100
	4 Ju 20 10 LT I ( 50 % ) ne	Se t 2 00 9 p	Au 20 13 g	16 22 0 ,	6.3 1	102 34 5 ,	( 43 56 3) ,	0	100
	5 Ju 20 LT I ( 50 % ) 11 ne	Se t 2 01 0 p	Se t 2 01 3 p	30 22 2 ,	4.9 2	148 69 2 ,	( 30 4) 41 ,	0	100
	5 I ( % ) Ju 20 11 LT 50 ne	Se t 2 01 0 p	Se t 2 01 4 p	30 22 2 ,	5.2 0	15 7, 154	( 1) 32 74 ,	0	100
	5 Ju 20 12 LT I ( 50 % ) ne	Se t 2 01 1 p	Se t 2 01 4 p	27 123 ,	5.6 2	152 42 8 ,	–	0	100
	5 I ( % ) Ju 20 12 LT 50 ne	Se t 2 01 1 p	Se t 2 01 5 p	27 122 ,	5.9 0	160 02 3 ,	–	0	100
To tal							( 17 3, 21 4)
Da nie l La bb ad	3 Ju LT I – A 20 09 ne	Se t 2 00 8 p	Au 20 12 g	38 32 4 ,	6.3 5	24 3, 35 7	( 6) 67 89 ,	48	50
	3 Ju 20 09 LT I – B ne	Se t 2 00 8 p	Au 20 11 g	19 168 ,	7.0 1	134 36 8 ,	7, 46 5	100	0
	4 Ju 20 10 LT I ( 50 % ) ne	Se t 2 00 9 p	Au 20 12 g	27 33 9 ,	6.0 8	16 6, 22 1	51 124 ,	–	–
	4 Ju 20 10 LT I ( 50 % ) ne	Se t 2 00 9 p	Au 20 13 g	27 33 9 ,	6.3 1	172 50 9 ,	40 05 2 ,	–	–
	5 I ( % ) Ju 20 11 LT 50 ne	Se t 2 01 0 p	Se t 2 01 3 p	19 20 0 ,	4.9 2	94 46 4 ,	31 48 8 ,	–	–
	5 Ju 20 11 LT I ( 50 % ) ne	Se t 2 01 0 p	Se t 2 01 4 p	19 20 0 ,	5.2 0	99 84 0 ,	24 96 0 ,	–	–
	5 I ( % ) Ju 20 12 LT 50 ne	Se t 2 01 1 p	Se t 2 01 4 p	18 119 ,	5.6 2	10 1, 82 9	28 28 6 ,	–	–
	5 Ju 20 12 LT I ( 50 % ) ne	Se t 2 01 1 p	Se t 2 01 5 p	18 119 ,	5.9 0	10 6, 90 2	22 27 1 ,	–	–
To tal							13 7, 75 0

Footnotes follow on page 37.

3. Remuneration Report continued

h Executives' Remuneration in Detail (Statutory Disclosures) continued

Outstanding LTI Awards (Equity-Based Payments) continued

	Pla n				Fai lue r va pe r ity equ 2 ins tru nt me	Tot al f air val ue at g t d ate ran	Exp e fo ens r the nde d ye ar e 30 Jun e 2 012
Na me	( for th ded ) e y ear en	Gra nt d ate	1 Ves ting da te	Nu mb ted er g ran	A\$	A\$	A\$	% V ed est	% For feit ed
7 Ro d L eav er	5 Ju 20 11 LT I ( 50 % ) ne	Se t 2 01 0 p	Se t 2 01 3 p	24 88 9 ,	4.9 2	122 45 4 ,	40 81 8 ,	–	–
	5 Ju 20 11 LT I ( 50 % ) ne	Se t 2 01 0 p	Se t 2 01 4 p	24 88 9 ,	5.2 0	129 42 3 ,	32 35 6 ,	–	–
	5 Ju 20 12 LT I ( 50 % ) ne	Se t 2 01 1 p	Se t 2 01 4 p	21 24 5 ,	5.6 2	119 39 7 ,	33 16 6 ,	–	–
	5 Ju 20 12 LT I ( 50 % ) ne	Se t 2 01 1 p	Se t 2 01 5 p	21 24 5 ,	5.9 0	125 34 6 ,	26 114 ,	–	–
To tal							13 2, 45 4
An tho Lo mb ard ny o	3 Ju 20 09 LT I – A ne	Se t 2 00 8 p	Au 20 12 g	18 04 5 ,	6.3 5	114 59 8 ,	( 9) 31 96 ,	48	50
	3 Ju 20 09 LT I – B ne	Se t 2 00 8 p	Au 20 11 g	9, 02 5	7.0 1	63 25 4 ,	3, 51 4	100	0
	4 I ( ) Ju 20 10 LT 50 % ne	Se t 2 00 9 p	Au 20 12 g	23 35 1 ,	6.0 8	14 1, 97 4	43 66 6 ,	–	–
	4 Ju LT I ( % ) 20 10 50 ne	Se t 2 00 9 p	Au 20 13 g	23 35 1 ,	6.3 1	14 7, 34 5	34 20 9 ,	–	–
	5 Ju 20 11 LT I ( 50 % ) ne	Se t 2 01 0 p	Se t 2 01 3 p	18 48 9 ,	4.9 2	90 96 6 ,	30 32 2 ,	–	–
	5 I ( ) Ju 20 11 LT 50 % ne	Se t 2 01 0 p	Se t 2 01 4 p	18 48 9 ,	5.2 0	96 143 ,	24 03 6 ,	–	–
	5 Ju 20 12 LT I ( 50 % ) ne	Se t 2 01 1 p	Se t 2 01 4 p	16 80 8 ,	5.6 2	94 45 8 ,	26 23 8 ,	–	–
	5 Ju 20 12 LT I ( 50 % ) ne	Se t 2 01 1 p	Se t 2 01 5 p	16 80 7 ,	5.9 0	99 164 ,	20 65 9 ,	–	–
To tal							15 0, 67 5
Ro be rt M cN am ara	4 Ju 20 10 LT I ( 50 % ) ne	Se t 2 00 9 p	Au 20 12 g	43 28 5 ,	6.0 8	26 3, 173	80 94 3 ,	–	–
	4 Ju LT I ( % ) 20 10 50 ne	Se t 2 00 9 p	Au 20 13 g	43 28 5 ,	6.3 1	27 3, 128	63 41 2 ,	–	–
	5 Ju 20 11 LT I ( 50 % ) ne	Se t 2 01 0 p	Se t 2 01 3 p	52 53 3 ,	4.9 2	25 8, 46 2	86 153 ,	–	–
	5 I ( ) Ju 20 11 LT 50 % ne	Se t 2 01 0 p	Se t 2 01 4 p	52 53 3 ,	5.2 0	27 3, 17 1	68 29 2 ,	–	–
	5 Ju 20 12 LT I ( 50 % ) ne	Se t 2 01 1 p	Se t 2 01 4 p	16 37 0 ,	5.6 2	91 99 9 ,	25 55 5 ,	–	–
	5 Ju 20 12 LT I ( 50 % ) ne	Se t 2 01 1 p	Se t 2 01 5 p	16 37 0 ,	5.9 0	96 58 3 ,	20 12 1 ,	–	–
To tal							34 4, 47 6

Footnotes follow on the next page.

3. Remuneration Report continued

h Executives' Remuneration in Detail (Statutory Disclosures) continued

Outstanding LTI Awards (Equity-Based Payments) continued

					Fai lue r va pe r ity equ	Tot al f air val ue	Exp e fo ens r the nde d ye ar e
	Pla n				2 ins tru nt me	at g t d ate ran	30 Jun e 2 012
Na me	( for th ded ) e y ear en	Gra nt d ate	1 Ves ting da te	Nu mb ted er g ran	A\$	A\$	A\$	% V ed est	% For feit ed
Ma rk Me nh inn itt	3 Ju 20 09 LT I – A ne	Se t 2 00 8 p	Au 20 12 g	43 30 8 ,	6.3 5	27 03 4 5,	( 76 72 6) ,	48	50
	3 Ju LT I – B 20 09 ne	Se t 2 00 8 p	Au 20 11 g	21 66 1 ,	7.0 1	15 1, 84 4	8, 43 6	100	0
	4 Ju 20 10 LT I ( 50 % ) ne	Se t 2 00 9 p	Au 20 12 g	33 35 8 ,	6.0 8	20 2, 81 7	62 37 9 ,	–	–
	4 I ( % ) Ju 20 10 LT 50 ne	Se t 2 00 9 p	Au 20 13 g	33 35 8 ,	6.3 1	21 0, 48 9	48 87 0 ,	–	–
	5 Ju 20 11 LT I ( 50 % ) ne	Se t 2 01 0 p	Se t 2 01 3 p	20 26 7 ,	4.9 2	99 71 4 ,	33 23 7 ,	–	–
	5 Ju 20 11 LT I ( 50 % ) ne	Se t 2 01 0 p	Se t 2 01 4 p	20 26 7 ,	5.2 0	105 38 8 ,	26 34 6 ,	–	–
	5 I ( % ) Ju 20 12 LT 50 ne	Se t 2 01 1 p	Se t 2 01 4 p	20 32 9 ,	5.6 2	114 24 6 ,	31 73 5 ,	–	–
	5 Ju 20 12 LT I ( 50 % ) ne	Se t 2 01 1 p	Se t 2 01 5 p	20 32 8 ,	5.9 0	119 93 8 ,	24 98 7 ,	–	–
To tal							15 9, 26 4
8 Bra d S olle r	3 Ju 20 09 LT I – A ne	Se t 2 00 8 p	Au 20 12 g	22 37 6 ,	6.3 5	142 10 1 ,	( 39 64 2) ,	48	50
	3 Ju 20 09 LT I – B ne	Se t 2 00 8 p	Au 20 11 g	11 19 1 ,	7.0 1	78 44 9 ,	4, 35 8	100	0
	4 Ju LT I ( % ) 20 10 50 ne	Se t 2 00 9 p	Au 20 12 g	31 54 6 ,	6.0 8	19 1, 80 0	49 70 6 ,	–	6
	4 Ju 20 10 LT I ( 50 % ) ne	Se t 2 00 9 p	Au 20 13 g	31 54 6 ,	6.3 1	199 05 5 ,	8, 02 5	–	29
	5 Ju 20 11 LT I ( 50 % ) ne	Se t 2 01 0 p	Se t 2 01 3 p	21 33 3 ,	4.9 2	104 95 8 ,	10 04 4 ,	–	39
	5 Ju LT I ( % ) 20 11 50 ne	Se t 2 01 0 p	Se t 2 01 4 p	21 33 3 ,	5.2 0	110 93 2 ,	194	–	54
To tal							32 68 5 ,
9 Cra ig v de r L n d e V ries an aa	5 Ju LT I ( % ) 20 12 50 ne	Se t 2 01 1 p	Se t 2 01 4 p	5, 43 5	5.6 2	30 54 5 ,	8, 48 5	–	–
	5 Ju 20 12 LT I ( 50 % ) ne	Se t 2 01 1 p	Se t 2 01 5 p	5, 43 5	5.9 0	32 06 7 ,	6, 68 1	–	–
To tal							15 16 6 ,

1 Early vesting of the award may be available in certain circumstances. The award is forfeited on resignation, but in other cases of termination may be awarded on a pro-rata basis.

2 The fair value at grant date represents an actuarial valuation of the award using assumptions underlying the Black-Scholes methodology to produce a Monte-Carlo simulation model in accordance with Australian Accounting Standards and have been rounded to two decimal places.

3 The September 2008 grant had three components, with one-third of the grant being tested against EPS and one-third against TSR (Plan for the year ended June 2009 LTI – A), and the remainder vesting based on achievement of service conditions (Plan for the year ended June 2009 LTI – B). For components tested equally against TSR and EPS (Plan for the year ended June 2009 LTI – A) the weighted average fair value is disclosed. For the June 2009 LTI – A 2% remains unvested and will be tested on 3 September 2012.

4 The September 2009 grant is split into two equal tranches that vest independently after three and four years subject to meeting the performance hurdles.

5 The September 2010 and September 2011 grant is split into two equal tranches that vest independently after three and four years subject to meeting the performance hurdles described in section 3 f.

6 Scott Charlton forfeited 100% of the LTI awards granted due to ceasing employment on 13 July 2012. Scott Charlton ceased as a KMP on 30 June 2012.

7 As a consequence of Rod Leaver's appointment to the role of Regional CEO, Australia grants made under previous business unit specific LTI plans have been replaced by participation in the Group LTI plan and will be subject to the same terms and performance hurdles.

8 Brad Soller agreed to his employment terminating and retained pro-rata vesting of LTI grants.

9 Craig van der Laan de Vries commenced as a KMP on 21 May 2012 and received a pro-rata grant in relation to the June 2012 LTI plan.

3. Remuneration Report continued

i Non Executive Directors' Fees

To maintain their independence, non executive directors do not receive 'at risk' remuneration

Non executive directors receive a Board fee and fees for chairing or participating on Board committees. The chairman does not receive extra fees for participating in or chairing committees.

The maximum aggregate remuneration payable to non executive directors is A\$3.0 million per year, as approved at the 2011 annual general meeting.

Board and committee fees

	Chair fee A\$	Member fee A\$
Board	640,000	160,000
Nomination Committee	36,000	Nil
Personnel and Organisation Committee	36,000	20,000
Risk Management and Audit Committee	44,000	36,000
Sustainability Committee	36,000	20,000

The Board and committee fees are set taking into consideration market data provided from the Board's independent remuneration adviser. The Board has determined that the complexity of Lend Lease's global business and the breadth of skills required to enable the directors to adequately represent securityholder interests, means that the market comparators may include:

• ASX 50 companies
• ASX 26 to 75 companies
• ASX 75 companies with global complexity.

As a global company, all directors are required to travel to Board meetings at Lend Lease locations around the world and it is important that the Board is not limited to only Australian-based directors. Due to the significant additional time commitment fees are paid to compensate directors for the time spent travelling to overseas meetings.

	Fee (each way) A\$
Travel less than 4 hours	Nil
Travel between 4 and 10 hours	2,800
Travel over 10 hours	6,000

Board and committee fees are paid as cash. Non executive directors are no longer entitled to retirement benefits. However, some directors have retirement benefits or securities accrued previously.

Two non executive directors appointed before 1 January 2001 have also accrued benefits under the previous Retirement Benefit Plan:

• − Gordon Edington: A\$168,960 (30 June 2011: A\$164,640); and
• − Peter Goldmark: A\$167,840 (30 June 2011: A\$167,680).

3. Remuneration Report continued

i Non Executive Directors' Fees continued

Remuneration of Non Executive Directors for the Years Ended 2012 and 2011

							Post employment
			Committee	Short-term Committee membership			benefits
A\$000s	Year	Base fees	chairman fees	fees	Travel fees	Other benefits1	Superannuation2	Total
D A Crawford	2012	640			24	1	16	681
	2011	640			36		15	691
P M Colebatch	2012	160	36	36	24		16	272
	2011	160	36	36	60		15	307
G G Edington	2012	160		56	59	13	16	304
	2011	160		56	60		15	291
P C Goldmark	2012	160	36	20	48	30	16	310
	2011	160	36	20	66		15	297
J A Hill	2012	160	36	20	35		16	267
	2011	160	36	20	97		15	328
D J Ryan	2012	160	44	20	24	2	16	266
	2011	160	44	20	36		15	275
J S Hemstritch	2012	133		17	24		14	188
M J Ullmer	2012	93		33	12		10	148
C B Carter	2012	40			12		4	56

1 Other benefits include professional fees and reimbursements of the cost of travel, accommodation and subsistence for the Director and, where applicable, their spouse.

2 Directors have superannuation contributions paid on their behalf in accordance with superannuation legislation.

4. Other

a. Security Options

No security options were issued during the year by the Company or any of its controlled entities, and there are no such options on issue.

b. Indemnification and Insurance of Directors and Officers

Rule 12 of the Company's Constitution provides for indemnification in favour of each of the Directors named on pages 1 to 4 of this Report; the Company Secretary, Mr W Hara; and officers of the Company or of wholly owned subsidiaries or related entities of the Company ('Officers') to the extent permitted by the Corporations Act 2001. Rule 12 does not indemnify a Director, Company Secretary or Officer for any liability involving a lack of good faith.

In conformity with Rule 12 of the Company's Constitution, the Company has entered into Deeds of Indemnity, Insurance and Access with each of the Directors named on pages 1 to 3 of this Report. The indemnities operate to the full extent permitted by law and are not subject to a monetary limit. The Company is not aware of any liability having arisen, and no claims have been made, during or since the financial year under the Deeds of Indemnity, Insurance and Access.

For related entities, the indemnification is provided under Rule 12 of the Company's Constitution unless the Directors determine otherwise. For unrelated entities in which the Group has an interest, deeds of indemnity may be entered into between Lend Lease Corporation Limited and the Director or Officer. Since the date of the last report, the Company has not entered into any separate deeds of indemnity with a Director or officer of an unrelated entity.

No indemnity has been granted to an auditor of the Company in their capacity as auditor of the Company.

In accordance with the Corporations Act 2001, Rule 12 of the Constitution also permits the Company to purchase and maintain insurance or pay or agree to pay a premium for insurance for Officers against any liability incurred as an Officer of the Company or of a related body corporate. This may include a liability for reasonable costs and expenses incurred in defending proceedings, whether civil or criminal, and whatever their outcome. Due to confidentiality obligations and undertakings of the policy, no further details in respect of the premium or policy can be disclosed.

c. Non Audit Services

During the year KPMG, the Company's auditor, performed certain other services in addition to its statutory duties.

The Board has considered the other services provided during the year by the auditor and, in accordance with written advice provided by resolution of the Risk Management and Audit Committee, is satisfied that the provision of those services during the year by the auditor is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons:

• All other services were subject to the corporate governance procedures adopted by the Group and have been reviewed by the Risk Management and Audit Committee to ensure they do not impact the integrity and objectivity of the auditor; and
• The other services provided do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor's own work, acting in a management or decision making capacity for the Group, acting as an advocate for the Group or jointly sharing risks and rewards.

A copy of the Lead Auditors' Independence Declaration, as required under Section 307C of the Corporations Act 2001, is included at the end of this Report.

4. Other continued

c. Non Audit Services continued

Details of the amounts paid to the auditor of the Company, KPMG, and its related practices for audit and other services provided during the year are set out below.

	Consolidated
	June 2012 A\$000s	June 2011 A\$000s
Audit and Other Assurance Services
Audit services	7,770	7,286
Other assurance services	686	2,105
Total audit and other assurance services	8,456	9,391

d. Rounding Off

Lend Lease Corporation Limited is a company of the kind referred to in the Australian Securities and Investments Commission Class Order 98/100 dated 10 July 1998 and, in accordance with that Class Order, amounts in the Consolidated Financial Statements and this Report have been rounded off to the nearest tenth of a million dollars or, where the amount is A\$50,000 or less, zero, unless specifically stated to be otherwise.

This Report is made in accordance with a resolution of the Board of directors and is signed for and on behalf of the Directors.

D A Crawford, AO S B McCann

Sydney, 30 August 2012

Chairman Group Chief Executive Officer & Managing Director

Consolidated Financial Statements

Table of Contents

	Consolidated Financial Statements
	Income Statement	1
	Statement of Comprehensive Income	2
	Statement of Financial Position	3
	Statement of Changes in Equity	4
	Statement of Cash Flows	6
	Notes to the Consolidated Financial Statements
1.	Significant Accounting Policies	7
2.	Revenue	18
3.	Other Income	18
4.	Operating Expenses	18
5.	Finance Revenue and Finance Costs	19
6.	Taxation	19
7.	Distributions	22
8.	Earnings Per Stapled Security/Share	22
9.	Cash and Cash Equivalents	23
10.	Loans and Receivables	23
11.	Inventories	24
12.	Equity Accounted Investments	24
13.	Investment Properties	27
14.	Other Financial Assets	28
15.	Property, Plant and Equipment	28
16.	Intangible Assets	29
17.	Defined Benefit Plan Asset	32
18.	Non Current Asset Held for Sale	34
19.	Trade and Other Payables	35
20.	Resident and Accommodation Bond Liabilities	35
21.	Borrowings and Financing Arrangements	36
22.	Provisions	37
23.	Other Financial Liabilities	38
24.	Issued Capital and Treasury Securities	38
25.	Reserves	39
26.	Contingent Liabilities	41
27.	Consolidated Entities	43
28.	Segment Reporting	44
29.	Capital Risk Management	46
30.	International Currency Management and Financial Instruments	46
31.	Commitments	52
32.	Notes to the Statement of Cash Flows	53
33.	Employee Benefits	54
34.	Key Management Personnel Disclosures	56
35.	Non Key Management Personnel Related Party Information	57
36.	Parent Entity Disclosures	59
37.	Events Subsequent to Balance Date	59
	Directors' Declaration	60

Consolidated Financial Statements

Income Statement

Year ended 30 June 2012

	Note	June 2012 A\$m	June 2011 A\$m
Revenue	2	11,547.5	8,926.7
Cost of sales		(10,226.0)	(7,894.2)
Gross profit		1,321.5	1,032.5
Other income	3	151.2	182.2
Other expenses		(1,073.4)	(855.4)
Results from operating activities		399.3	359.3
Finance revenue	5	62.2	87.4
Finance costs	5	(121.8)	(125.2)
Net finance costs		(59.6)	(37.8)
Share of profit of equity accounted investments	12	182.8	310.0
Profit before tax		522.5	631.5
Income tax expense	6	(19.4)	(138.3)
Profit after tax		503.1	493.2
Profit after tax attributable to:
Members of Lend Lease Corporation Limited		501.4	492.8
Non controlling interests attributable to unitholders of Lend Lease Trust		–	–
Profit after tax attributable to securityholders		501.4	492.8
Other non controlling interests		1.7	0.4
Profit after tax		503.1	493.2
Basic Earnings Per Lend Lease Corporation Limited Share
Shares excluding treasury shares (cents)	8	92.7	91.7
Shares on issue (cents)	8	87.7	86.9

Statement of Comprehensive Income

Year ended 30 June 2012

	Note	June 2012 A\$m	June 2011 A\$m
Profit After Tax		503.1	493.2
Other Comprehensive (Expense)/Income After Tax
Movements in Fair Value Revaluation Reserve	6b, 25	(18.3)	2.1
Movements in Hedging Reserve	6b, 25	(43.5)	42.8
Movements in Foreign Currency Translation Reserve	6b, 25	52.2	(162.3)
Movements in Non Controlling Interest Acquisition Reserve	6b, 25	(3.2)	24.6
Other comprehensive expense		(12.8)	(92.8)
Total comprehensive income after tax		490.3	400.4
Total comprehensive income after tax attributable to:
Members of Lend Lease Corporation Limited		488.4	403.8
Non controlling interests attributable to unitholders of Lend Lease Trust		–	–
Total comprehensive income after tax attributable to securityholders		488.4	403.8
Other non controlling interests		1.9	(3.4)
Total comprehensive income after tax		490.3	400.4

Statement of Financial Position

As at 30 June 2012

		June 2012	June 2011
	Note	A\$m	A\$m
Current Assets
Cash and cash equivalents	9	957.9	1,046.2
Loans and receivables	10	1,874.5	1,724.0
Inventories	11	862.8	692.5
Other financial assets	14	77.6	94.2
Current tax assets		39.6
Other assets		35.7	43.6
Non current asset held for sale	18		496.5
Total current assets		3,848.1	4,097.0
Non Current Assets
Loans and receivables	10	330.2	330.3
Inventories	11	1,696.3	1,578.7
Equity accounted investments	12	470.2	541.4
Investment properties	13	3,415.0	3,216.0
Other financial assets	14	333.3	272.0
Deferred tax assets	6c	148.2	115.7
Property, plant and equipment	15	669.4	595.2
Intangible assets	16	1,405.1	1,319.1
Defined benefit plan asset	17	55.2	32.6
Other assets		73.1	51.0
Total non current assets		8,596.0	8,052.0
Total assets		12,444.1	12,149.0
Current Liabilities
Trade and other payables Resident and accommodation bond liabilities	19 20	3,465.8 2,422.9	3,263.1 2,231.4
Current tax liabilities			0.8
Provisions	22	276.6	262.0
Borrowings and financing arrangements	21	100.0
Other financial liabilities	23	56.8	37.1
Total current liabilities		6,322.1	5,794.4
Non Current Liabilities
Trade and other payables	19	592.2	625.8
Provisions	22	74.8	74.2
Borrowings and financing arrangements Other financial liabilities	21 23	1,257.1 222.2	1,693.9 201.4
Deferred tax liabilities	6c	64.5	126.7
Total non current liabilities		2,210.8	2,722.0
Total liabilities		8,532.9	8,516.4
Net assets
		3,911.2	3,632.6
Equity
Issued capital	24	2,077.6	2,063.7
Treasury securities	24	(111.0)	(83.3)
Reserves	25	(119.3)	(108.4)
Retained earnings		2,058.0	1,725.6
Total equity attributable to members of Lend Lease Corporation Limited		3,905.3	3,597.6
Non controlling interests attributable to unitholders of Lend Lease Trust		0.6	0.6
Total equity attributable to securityholders		3,905.9	3,598.2
Other non controlling interests		5.3	34.4
Total equity		3,911.2	3,632.6

Statement of Changes in Equity

Year ended 30 June 2012

	Note	June 2012 A\$m	June 2011 A\$m
Issued Capital and Treasury Securities
Issued Capital
Opening balance at beginning of financial year		2,063.7	2,019.2
Transactions with owners for the year
Equity issue via institutional placement (net of transaction costs)			(0.7)
Distribution Reinvestment Plan (DRP) Closing balance at end of financial year	24	13.9 2,077.6	45.2 2,063.7
Treasury Securities
Opening balance at beginning of financial year Transactions with owners for the year		(83.3)	(74.4)
Treasury securities acquired		(50.0)	(16.3)
Treasury securities vested		22.3	7.4
Closing balance at end of financial year	24	(111.0)	(83.3)
Total issued capital and treasury securities		1,966.6	1,980.4
Reserves
Fair Value Revaluation Reserve
Opening balance at beginning of financial year		39.9	37.8
Movements during the year		(18.3)	2.1
Closing balance at end of financial year	25	21.6	39.9
Hedging Reserve
Opening balance at beginning of financial year		(45.4)	(88.2)
Movements during the year Closing balance at end of financial year	25	(43.5) (88.9)	42.8 (45.4)
Foreign Currency Translation Reserve
Opening balance at beginning of financial year Movements during the year		(242.8) 52.2	(80.5) (162.3)
Closing balance at end of financial year	25	(190.6)	(242.8)
Non Controlling Interest Acquisition Reserve Opening balance at beginning of financial year		(86.3)	(110.9)
Movements during the year		(3.2)	24.6
Closing balance at end of financial year	25	(89.5)	(86.3)
Other Reserve
Opening balance at beginning of financial year		111.7	110.4
Transactions with owners for the year
Effect of foreign exchange rate/other movements Closing balance at end of financial year	25	111.7	1.3 111.7
Equity Compensation Reserve
Opening balance at beginning of financial year Transactions with owners for the year		60.1	48.0
Movements attributable to allocation and vesting of securities		1.9	12.1
Closing balance at end of financial year	25	62.0	60.1
Other Compensation Reserve
Balance at beginning and end of financial year		54.4	54.4
Total reserves	25	(119.3)	(108.4)

Statement of Changes in Equity continued

Year ended 30 June 2012

	June 2012 A\$m	June 2011 A\$m
Retained Earnings
Opening balance at beginning of financial year	1,725.6	1,404.5
Profit attributable to members of Lend Lease Corporation Limited	501.4	492.8
Transactions with owners for the year
Distributions paid	(163.3)	(135.8)
Distributions on treasury securities	8.2	8.6
Distributions under DRP	(13.9)	(45.2)
Movement on allocated treasury securities recognised directly in retained earnings		0.7
Closing balance at end of financial year	2,058.0	1,725.6
Non Controlling Interests Attributable to Unitholders of Lend Lease Trust
Balance at beginning and end of financial year	0.6	0.6
Other Non Controlling Interests
Opening balance at beginning of financial year	34.4	39.6
Profit attributable to non controlling interests	1.7	0.4
Transactions with owners for the year
Movements attributable to dividends/distributions received	(7.5)	(1.7)
Movements attributable to acquisition	1.4
Movements attributable to disposal	(19.4)
Effect of foreign exchange rate/other movements	(5.3)	(3.9)
Closing balance at end of financial year	5.3	34.4
Total equity	3,911.2	3,632.6
Total Comprehensive Income After Tax for the Financial Year
Attributable to:
Members of Lend Lease Corporation Limited	488.4	403.8
Non controlling interests attributable to unitholders of Lend Lease Trust	–	–
Total comprehensive income after tax attributable to securityholders	488.4	403.8
Other non controlling interests	1.9	(3.4)
Total comprehensive income after tax	490.3	400.4

Statement of Cash Flows

Year ended 30 June 2012
	June 2012	June 2011
Note	A\$m	A\$m
Cash Flows from Operating Activities
Cash receipts in the course of operations	11,058.3	9,331.3
Cash payments in the course of operations	(10,769.7)	(9,306.7)
Property development receipts	323.8	454.3
Property development expenditure	(593.5)	(584.3)
Interest received	51.4	73.6
Interest paid	(124.7)	(113.4)
Dividends/distributions received	146.4	126.1
Income tax paid in respect of operations	(138.1)	(23.1)
Net cash used in operating activities	32 (46.1)	(42.2)
Cash Flows from Investing Activities
Sale of asset held for sale	527.1
Sale/redemption of investments	328.6	398.2
Acquisition of investments	(211.5)	(263.7)
Sale of investment properties	66.1	3.1
Acquisition of/capital expenditure on investment properties	(128.0)	(139.2)
Net loans from/(to) related parties	0.8	(12.8)
Acquisition of consolidated entities (net of cash acquired)		(638.0)
Disposal of consolidated entities (net of cash disposed)		10.2
Disposal of property, plant and equipment	3.9	14.4
Acquisition of property, plant and equipment	(63.3)	(47.5)
Acquisition of intangible assets	(18.0)	(7.7)
Other investing activities	(0.3)	(4.0)
Net cash provided by/(used in) investing activities	505.4	(687.0)
Cash Flows from Financing Activities
Proceeds from borrowings	100.0	957.9
Repayment of borrowings	(477.6)	(566.7)
Distributions paid	(155.1)	(127.3)
Other financing activities	(33.3)	(47.6)
Net cash (used in)/provided by financing activities	(566.0)	216.3
Other Cash Flow Items
Effect of foreign exchange rate movements on cash and cash equivalents	18.4	(76.8)
Net decrease in cash and cash equivalents	(88.3)	(589.7)
Cash and cash equivalents at beginning of financial year	1,046.2	1,635.9
Cash and cash equivalents at end of financial year	9 957.9	1,046.2

1. Significant Accounting Policies

Lend Lease Corporation Limited ('the Company') is domiciled in Australia. The consolidated financial report of the Company for the financial year ended 30 June 2012 comprises the Company and its controlled entities including Lend Lease Trust ('LLT') (together referred to as the 'consolidated entity' or the 'Group'). The Group is a for-profit entity and is an international property and infrastructure group. Further information about the Group's primary activities is included in Note 28 'Segment Reporting'.

Shares in the Company and units in LLT are traded as one security under the name of Lend Lease Group on the Australian Securities Exchange ('ASX'). The Company is deemed to control LLT for accounting purposes and therefore LLT is consolidated into the Group's financial report. The issued units of LLT, however, are not owned by the Company and are therefore presented as non controlling interests in the consolidated entity statement of financial position within equity, notwithstanding that the unitholders of LLT are also the shareholders of the Company.

The consolidated financial report was authorised for issue by the Directors on 30 August 2012.

1.1 Statement of Compliance

The consolidated financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards ('AASBs') adopted by the Australian Accounting Standards Board, and the Corporations Act 2001. The consolidated financial report of the Group also complies with International Financial Reporting Standards ('IFRSs') adopted by the International Accounting Standards Board.

1.2 Basis of Preparation

The financial report is presented in Australian dollars and is prepared under the historical cost basis except for the following assets and liabilities, which are stated at their fair value: derivative financial instruments, fair value through profit or loss investments, available for sale investments, investment properties, resident liabilities and liabilities for cash settled share based compensation plans. Recognised assets and liabilities that are hedged are stated at fair value in respect of the risk that is hedged. Refer to the specific accounting policies in Note 1 for the basis of valuation of assets and liabilities measured at fair value.

The preparation of a financial report that complies with AASBs requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. These estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Information about critical accounting judgements in applying the Group's accounting policies is set out in Note 1.31.

The accounting policies set out below have been consistently applied to all financial years presented in the consolidated financial statements and by all entities in the consolidated entity, except as explained in Note 1.3 which addresses the impact of new/revised Accounting Standards.

Certain comparative amounts have been reclassified to conform with the current year's presentation.

Basis of Consolidation

The Group consolidation comprises all entities controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that are presently exercisable or convertible are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

The Group invests in special purpose entities ('SPEs') for trading and investment purposes. The SPEs are consolidated if the substance of the relationship with the Group is such that the Group controls the SPE. The Group will also consolidate the SPE if the Group is expected to obtain the majority of the benefits and/or is exposed to the majority of the residual risks of an SPE or its net assets.

Intragroup balances and transactions, and any unrealised gains or losses arising from intragroup transactions, are eliminated in preparing the consolidated financial statements. Investments in subsidiaries are carried at their cost of acquisition in the Company's financial statements. The Company sponsors a number of employee benefit vehicles, including employee security plans. Under AASBs, these vehicles, while not legally controlled, are required to be consolidated for accounting purposes.

1.3 Impact of New/Revised Accounting Standards

New and Revised Accounting Standards

A number of new amendments to standards and interpretations became operative for the financial year ended 30 June 2012 and have been applied in preparing these consolidated financial statements. None of these has materially impacted the Group and its policies.

New Accounting Standards and Interpretations Not Yet Adopted

Certain new accounting standards and interpretations have been published that are not mandatory for the financial year ended 30 June 2012 but are available for early adoption and have not been applied in preparing this report. None of these are expected to have a significant effect on the Group and its policies, other than the following standards where the potential effect is yet to be determined:

− AASB 9 Financial Instruments, AASB 2009-11 Amendments to Australian Accounting Standards arising from AASB 9 and AASB 2010-7 Amendments to Australian Accounting Standards arising from AASB 9 (December 2010). These standards address the classification, measurement and derecognition of financial assets and financial liabilities.

1. Significant Accounting Policies continued

1.3 Impact of New/Revised Accounting Standards continued

New Accounting Standards and Interpretations Not Yet Adopted continued

• AASB 10 Consolidated Financial Statements introduces a new definition of control and addresses whether an entity should be included within the consolidated financial statements of the parent company.
• AASB 11 Joint Arrangements establishes principles for financial reporting by parties to a joint arrangement.
• AASB 12 Disclosure of Interests in Other Entities relates to disclosure requirements for all forms of interests in other entities, including subsidiaries, joint arrangements, associates and unconsolidated structured entities.
• AASB 13 Fair Value Measurements and AASB 2011-8 Amendments to Australian Accounting Standards arising from AASB 13 introduce new guidance on fair value measurement and disclosure requirements when fair value is permitted by accounting standards.
• The amendments to AASB 119 Employee Benefits (June 2011) and AASB 2011-10 Amendments to Australian Accounting Standards arising from AASB 119 (September 2011) introduce changes to the accounting for and presentation of pensions and other postemployment benefits.

The standards above become mandatory for the June 2014 financial year. With the exception of AASB 13, which applies prospectively, the standards are to be applied retrospectively.

1.4 Revenue, Other Income and Profits

Revenue from the Provision of Services

Revenue from the provision of services is recognised in the income statement in proportion to the stage of completion of the transactions at the balance sheet date.

For property construction: the value of work performed using the percentage complete method, which is measured by reference to costs incurred to date as a percentage of total forecast costs for each contract.

For property and funds management: property development and management fee entitlements for services rendered.

For aged care and retirement living:

– Deferred Management Fees ('DMF'):

A typical DMF contract provides for an annual retainer for a fixed period (e.g. 3% per annum of purchase or resale price for a period up to 12 years, or 36% in total) plus a share of the capital gain realised on turnover.

For both owned retirement villages (investment property) and managed retirement villages, DMF income is recognised on an annual accrual basis based upon the expected term of the resident's licence and estimates of capital growth since the resident first occupied the unit.

– Aged Care Revenue:

Aged Care revenue comprises daily resident living contributions, retention fees and government funding, which are all determined in accordance with Federal Government authorised rates.

This revenue is recognised as the services are provided. The Group is entitled to charge an annual retention fee to hostel residents. These annual fees are regulated by the Federal Government and are paid by a resident on departure. These fees are accrued during the resident's period of occupancy.

Revenue and Profits from the Sale of Development Properties

Revenue and profits from the sale of development properties are recognised in the income statement when:

• The significant risks and rewards have been transferred to the buyer;
• The Group retains neither continuing managerial involvement to the degree usually associated with ownership, nor effective control over the development properties sold;
• The revenue can be measured reliably and it is probable that the Group will receive the consideration due; and
• The Group can measure reliably the costs incurred or to be incurred.

Rental Revenue

Rental income is recognised in the income statement on a straight line basis over the term of the lease unless another systematic basis is more appropriate. Lease incentives granted are recognised as an integral part of the total rental income.

Dividends/Distributions

Dividend/distribution income is recognised when the right to receive payment is established, usually on declaration of the dividend.

Net Gains or Losses on Sale of Investments

Net gains or losses on sale of investments are recognised when an unconditional contract is in place.

Finance Revenue

Finance revenue is recognised on a time proportion basis using the effective interest method. When a receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income.

1.5 Income Taxes

Income tax on the profit or loss for the financial year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable on the taxable income for the financial year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous financial years.

Deferred tax is measured using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

1. Significant Accounting Policies continued

1.5 Income Taxes continued

The following temporary differences are not provided for: the initial recognition of goodwill, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. Measurement of deferred tax is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity or on different tax entities, but are intended to be settled on a net basis or to be realised simultaneously.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available, against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

The Company is the head entity of the Australian Tax Consolidated Group comprising all the Australian wholly owned subsidiaries. The Company entered into the Australian Tax Consolidation Regime effective 1 July 2002.

In addition to its own current and deferred tax amounts, the Company also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from the Australian wholly owned subsidiaries of the Australian Tax Consolidated Group (after elimination of intragroup transactions).

The Australian Tax Consolidated Group has entered into a tax funding arrangement that requires wholly owned Australian subsidiaries to make contributions to the Company for tax liabilities and deferred tax balances arising from external transactions occurring after the implementation of tax consolidation. The contributions are broadly calculated as if each entity paid tax on a standalone basis.

The assets and liabilities arising under the Australian tax funding arrangement are recognised as intercompany assets and liabilities (at call) with a consequential adjustment to income tax expense/revenue.

1.6 Impairment

The carrying amounts of the Group's assets, including investment properties (see Note 1.8), inventories (see Note 1.13) and deferred tax assets (see Note 1.5) are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated. For goodwill and intangible assets with an indefinite useful life, the recoverable amount is estimated annually. An impairment loss is recognised whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount.

Impairment losses are recognised in the income statement unless an asset has been previously revalued through reserves.

Impairment losses recognised in respect of cash generating units are allocated first to reduce the carrying amount of any goodwill allocated to the cash generating unit (or group of units) and then to reduce the carrying amount of other assets in the unit (or group of units) on a pro-rata basis.

Calculation of Recoverable Amount

The recoverable amount of the Group's investments in held to maturity securities and receivables is calculated as the present value of expected future cash flows, discounted at the original effective interest rate inherent in the asset. Cash flows relating to short term receivables are not discounted if the effect of discounting is immaterial (see Note 1.11 'Trade and Other Receivables').

The recoverable amount of other assets is the greater of their fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre tax discount rate that reflects current market assessments of the time value of money and the risks specific to the assets. For assets that do not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which each asset belongs.

Reversals of Impairment

An impairment loss in respect of a held to maturity security or receivable is reversed if a subsequent increase in the recoverable amount can be related objectively to an event occurring after the impairment loss was recognised.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, an impairment loss is reversed when there is an indication that the impairment loss may no longer exist and there has been a change in estimates used to determine the recoverable amount.

An impairment loss (other than goodwill) is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

1.7 Investments

The Group classifies its investments in debt and equity securities in the following categories: financial assets at fair value through profit or loss, loans and receivables, held to maturity investments, and available for sale financial assets. The classification depends on the purpose for which the investments were acquired.

Financial Assets at Fair Value through Profit or Loss

This category has two subcategories: financial assets held for trading, and financial assets designated at fair value through profit or loss at inception. A financial asset is classified in this category if it is acquired principally for the purpose of selling in the short term (held for trading) or if so designated by management either to eliminate a measurement or recognition inconsistency, or where a group of financial assets is managed, and its performance is evaluated, on a fair value basis (at inception). Derivatives are also categorised as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if they are either held for trading or are expected to be realised within 12 months of the balance sheet date.

1. Significant Accounting Policies continued

1.7 Investments continued

Loans and Receivables

Loans and receivables are non derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise when the Group provides money, goods or services directly to a debtor with no intention of trading the receivable. They are included in current assets, except for maturities greater than 12 months after the balance sheet date which are included in non current assets.

Held to Maturity Investments

Held to maturity investments are non derivative financial assets with fixed or determinable payments and fixed maturities that the Group's management has the positive intent and ability to hold to maturity.

Available for Sale Financial Assets

Available for sale financial assets are non derivatives that are either designated in this category or not classified in any other category. They are included in non current assets unless management intends to dispose of the investment within 12 months of the balance sheet date.

Recognition and Measurement Criteria

Purchases and sales of investments are recognised on trade date – the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Investments are derecognised when the rights to receive cash flows from the investments have expired or been transferred and the Group has transferred substantially all the risks and rewards of ownership. Available for sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables and held to maturity investments are carried at amortised cost using the effective interest method. Realised and unrealised gains and losses arising from changes in the fair value of the 'financial assets at fair value through profit or loss' category are included in the income statement in the financial year in which they arise.

Unrealised gains or losses arising from changes in the fair value of non monetary securities classified as available for sale are recognised in equity. When securities classified as available for sale are sold or impaired, the accumulated fair value adjustments are included in the income statement as gains or losses from investment securities.

The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. These include the use of recent arm's length transactions, reference to other instruments that are substantially the same, and discounted cash flow analysis. Refer to Note 30e 'Fair Values of Financial Assets and Liabilities' for a summary of the basis of valuation of investments measured at fair value.

At each balance sheet date the Group assesses whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the case of equity securities classified as available for sale, a significant or prolonged decline in the fair value of the security below its cost is

considered in determining whether the securities are impaired. If any such evidence exists for available for sale financial assets, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss – is removed from equity and recognised in the income statement. Impairment losses recognised in the income statement on equity instruments are not reversed through the income statement but are recognised through other comprehensive income.

1.8 Investment Properties

Investment properties are measured at cost on initial recognition and then stated at fair value. The fair value for all properties, except those under development and valued at less than A\$10 million, is based on periodic, but at least triennial, valuations by qualified external independent valuers. It is the policy of the Group to review the fair value of each property every six months. Fair value is based on current prices in an active market for similar properties in the same location and condition. If this information is not available, the Group uses alternative calculation methods such as discounted cash flow projections, recent prices on less active markets or capitalised income projections. Capitalised income projections are based on perpetuity of net operating income and deferred management fees using a capitalisation rate derived from market evidence. Any gain or loss arising from a change in fair value is recognised in the income statement. Rental income and deferred management fees from investment properties are accounted for as described in Note 1.4 'Revenue, Other Income and Profits'.

Retirement living investment properties, principally comprising retirement villages (both operating villages and villages under development) are held for long-term income yields and are not occupied by the Group. The Group makes a determination, on a property by property basis, as to whether a property should be considered an investment property. Factors taken into account include whether the property generates property related cash flows largely independent of other services provided to residents of the properties; whether the property is held for long-term capital appreciation rather than for short-term sale in the ordinary course of business; and the probable future use of land that is not currently generating cash flows.

When an item of owner occupied property, plant and equipment (see Note 1.14 'Property, Plant and Equipment') becomes an investment property following a change in its use, any difference arising at the date of transfer between the carrying amount of the item and its fair value is recognised directly in equity if it is a gain. Upon disposal of the item, the gain is transferred to retained earnings. Any loss is recognised immediately in the income statement.

When an item of self constructed property, plant and equipment becomes an investment property following a change in its use, any difference between the fair value of the property at that date and its previous carrying amount is recognised in the income statement.

Expenses capitalised to properties may include the cost of acquisition, additions, refurbishments, redevelopments, borrowing costs and fees incurred.

1. Significant Accounting Policies continued

1.9 Equity Accounted Investments (Associates and Joint Venture Entities)

Investments in associates and joint venture entities are accounted for using the equity method. Associates (including partnerships) are entities in which the Group, as a result of its voting rights, has significant influence, but not control, over financial and operating policies.

A joint venture entity is an entity which has a contractual arrangement whereby two or more parties undertake an economic activity which is subject to joint control.

The consolidated financial statements include the Group's share of the total recognised gains or losses of associates and joint venture entities on an equity accounted basis. For associates, this is from the date that significant influence commences until the date that significant influence ceases, and for joint venture entities, this is from the date joint control commences until the date joint control ceases. Other movements in associates' and joint venture entities' reserves are recognised directly in consolidated reserves. Investments in associates and joint venture entities are carried at the lower of the equity accounted carrying amount and the recoverable amount. When the Group's share of losses exceeds the carrying amount of the equity accounted investment (including assets that form part of the net investment in the associate or joint venture entity), the carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred obligations in respect of the associate or joint venture entity. Dividends from associates and joint venture entities represent a return on the Group's investment and as such are applied as a reduction to the carrying value of the investment. Unrealised gains arising from transactions with equity accounted investments are eliminated against the investment in the associate or joint venture entity to the extent of the Group's interest in the entity. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

Venture Capital Exemption

Investments held by Venture Capital's investment portfolio are carried at fair value even though the Group may have significant influence or joint control over those entities.

This accounting is permitted by AASB 128 Investments in Associates and AASB 131 Interests in Joint Ventures which require investments held by venture capital organisations to be excluded from their scope when those investments are designated as at 'fair value through profit or loss' from inception.

The investments made by Venture Capital are considered to be venture capital in nature due to management of the investments on a portfolio basis and are unrelated to the Group's key business activities. The application of this exemption is assessed on each investment made by Venture Capital. Refer to Note 1.7 'Investments' for an analysis of recognition and measurement criteria of investments classified and measured at 'fair value through profit or loss'.

1.10 Non Current Assets Held For Sale

Non current assets that are expected to be recovered primarily through sale rather than through continuing use, are classified as held for sale. Immediately before classification as held for sale, the assets are remeasured in accordance with the Group's accounting policies. Thereafter the assets are measured at the lower of their carrying amount and fair value less cost to sell.

1.11 Trade and Other Receivables

Trade and Other Receivables

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. Cash flows relating to short term receivables are not discounted if the effect of discounting is immaterial.

A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is the difference between the asset's carrying amount and its fair value, which is estimated as the present value of estimated future cash flows, discounted at the effective interest rate where relevant. The amount of the provision is recognised in the income statement.

Deferred Management Fees Receivable

Deferred management fees ('DMF') receivable represent amounts owed to the Group in connection with resident occupancy at retirement villages subject to long-term management agreements. DMF receivable is calculated in accordance with resident contracts, refer to Note 1.4 'Revenue, Other Income and Profits'.

DMF receivable is classified differently on the balance sheet, between owned and managed retirement villages.

For owned retirement villages, the DMF receivable is offset against the resident liabilities balance in current liabilities as they are net settled in the same future transaction.

In relation to leased and managed retirement villages, the DMF receivable is recognised as a receivable split between current and non current assets based on the expected rate of resident turnover.

1.12 Pre Contract and Project Bidding Costs

The Group expenses all pre contract and project bidding costs, unless there is a high degree of certainty that a contract will be entered into (at least preferred bidder status) and that the costs will be fully recoverable from contract revenues. Costs previously expensed are not subsequently reinstated when a contract award is achieved.

1. Significant Accounting Policies continued

1.13 Inventories

Property Held for Sale

Property acquired for development and sale in the ordinary course of business is carried at the lower of cost and net realisable value. The net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. The cost of property held for sale is based on the weighted average principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition, including borrowing costs incurred. Property expected to be sold within 12 months of the end of the financial year is classified as current inventory.

The recoverable amount of each holding is assessed at each balance date and a provision for diminution in value is raised where cost (including costs to complete) exceeds net realisable value. In determining the recoverable amount, regard is given to the market conditions affecting each property and the underlying strategy for selling the property.

Construction and Development Work in Progress

The gross amount of construction and development work in progress consists of costs attributable to work performed, together with emerging profit and after providing for any foreseeable losses.

1.14 Property, Plant and Equipment

Owned Assets

Items of property, plant and equipment are stated at cost or deemed cost less accumulated depreciation and impairment losses (see Note 1.6 'Impairment'). The cost of self constructed assets includes the cost of materials, direct labour and an appropriate proportion of production overheads.

Where an item of property, plant and equipment comprises components having different useful lives, they are accounted for as separate items of property, plant and equipment. The residual value, useful life and depreciation method applied to an asset are reassessed at least annually.

Leased Assets

Leases in which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. Plant and equipment acquired by way of finance lease is stated at an amount equal to the lower of the fair value and the present value of the minimum lease payments at inception of the lease, less accumulated depreciation and impairment losses (see Note 1.6 'Impairment'). Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases.

Subsequent Expenditure

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and

maintenance are charged to the income statement during the financial year in which they are incurred.

Depreciation

Depreciation is charged to the income statement on a straight line basis over the estimated useful lives of items of property, plant and equipment, and major components that are accounted for separately. Amortisation is provided on leasehold improvements over the remaining term of the lease. Most plant is depreciated over a period not exceeding 20 years, furniture and fittings over 3-15 years, motor vehicles over four to eight years and computer equipment over three years. Land is not depreciated.

1.15 IT Software Systems

Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised over their estimated useful lives (three to five years).

Costs associated with developing or maintaining computer software programmes are recognised as an expense as incurred. Costs directly associated with producing identifiable and unique software products that will generate economic benefits exceeding costs beyond one year are recognised as intangible assets.

Direct costs include software development, employee costs and an appropriate portion of relevant overheads.

Computer software development costs recognised as assets are amortised over their estimated useful lives (three to five years).

1.16 Intangible Assets

Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net identifiable assets and contingent liabilities of the acquired subsidiary/associate at the date of acquisition. Goodwill on acquisition of subsidiaries is included in intangible assets as goodwill. Goodwill on acquisition of associates is included in the carrying value of investments in associates.

Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Goodwill is not amortised. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

For the purposes of impairment testing, goodwill is allocated to cash generating units (or groups of cash generating units) that are expected to benefit from the synergies of the combinations, irrespective of whether other assets or liabilities of the acquiree are assigned to those units or groups of units.

1. Significant Accounting Policies continued

1.16 Intangible Assets continued

Approved Provider Aged Care Places (Bed Licences)

Bed licences held by the Group include owned and managed bed licences. Of the owned bed licences, only those acquired from third parties are recognised on balance sheet and are initially recorded at cost. All owned bed licences are assessed as having an indefinite useful life as these licences are issued for an unlimited period and therefore are not subject to amortisation but tested annually for impairment (at the same time every year) in accordance with AASB 136 Impairment of Assets. These licences are issued by the Federal Government to approved providers and can also be purchased from third parties or managed on their behalf as approved by the Federal Government. Holders of bed licences receive Federal Government funding in accordance with predetermined rates. Managed bed licences that revert to aged care facility owners on expiration of long-term leasehold/management agreements have a finite life and are amortised over the term of the agreements, generally 20 years.

Management Agreements and Other Intangible Assets

Management agreements and other intangible assets acquired by the Group are stated at cost less accumulated amortisation and impairment losses (see Note 1.6 'Impairment'). Amortisation is charged to the income statement on a straight line basis over the estimated useful lives of the intangible assets, ranging from three to 20 years.

The recoverable amount of management agreements and other intangible assets is assessed at least annually using independent valuations or alternative calculation methods, such as discounted cash flow projections.

1.17 Employee Benefits

Superannuation/Pension Obligations

Group companies operate various superannuation and pension schemes. The schemes are generally funded through payments to insurance companies or trusteeadministered funds, determined by periodic actuarial calculations.

The Group has both defined benefit and defined contribution plans. A defined benefit plan is a pension plan that defines the amount of pension benefit an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity.

The asset recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets, together with adjustments for unrecognised actuarial gains or losses and past service costs. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high quality corporate or government bonds that are denominated in the currency in which the benefits will be paid, and that have terms to

maturity approximating the terms of the related pension liability.

In calculating the consolidated entity's obligation in respect of a plan, to the extent that any cumulative unrecognised actuarial gain or loss exceeds 10% of the greater of the present value of the defined benefit obligation and the fair value of plan assets, that portion is recognised in the income statement over the expected average remaining working lives of the employees participating in the plan. Otherwise, the actuarial gain or loss is not recognised in the income statement, it is recognised in the balance sheet against the defined benefit plan asset or liability.

Past service costs are recognised immediately in the income statement, unless the changes to the pension plan are conditional on the employees remaining in service for a specified period of time (the vesting period). In this case, past service costs are amortised on a straight line basis over the vesting period.

For defined contribution plans, the Group pays contributions to publicly or privately administered superannuation/pension insurance plans on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as an employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

Current Employee Entitlements

The provisions for employee entitlements to wages, salaries, annual leave and sick leave represent present obligations resulting from employees' services provided up to the balance date, calculated at undiscounted amounts based on remuneration, wage and salary rates that the Group expects to pay at each balance sheet date, including related oncosts. Non accumulating non monetary benefits, such as medical care, housing, cars and free or subsidised goods and services, are expensed based on the net marginal cost to the consolidated entity as the benefits are taken by the employees.

Non Current Employee Entitlements

The provision for employee entitlements to long service leave represents the present value of the estimated future cash outflows to be made resulting from employees' services provided up to balance sheet date. Consideration is given to expected future increases in wage and salary rates, including related on-costs and expected settlement dates based on turnover history.

1. Significant Accounting Policies continued

1.17 Employee Benefits continued

Share Based Compensation

The Group operates cash settled and equity settled share based compensation plans that are referable to Lend Lease's security price. The fair value of the employee services received in exchange for the grant is recognised as an expense and a corresponding liability (if cash settled) or a corresponding increase in equity (if equity settled). The total amount to be expensed over the vesting period is determined by reference to the fair value of the services granted. At each balance sheet date, the entity revises its estimates of the entitlement due. It recognises the impact of revision of original estimates, if any, in the income statement, and a corresponding adjustment to a liability (in the case of cash settled) or equity (in the case of equity settled) over the remaining vesting period. Changes in entitlement for equity settled plans are not recognised if they fail to vest due to market conditions not being met.

Termination Benefits

Termination benefits are payable when employment is terminated before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal or providing termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after balance sheet date are discounted to present value.

Profit Sharing and Bonus Plans

The Group recognises a liability and an expense for bonuses and profit sharing. These amounts are calculated using undiscounted values and are based on a formula that takes into consideration the profit attributable to the Group's securityholders after certain adjustments. The Group recognises a provision when contractually obliged or when there is a past practice that has created a constructive obligation.

1.18 Trade and Other Payables

Trade Creditors

Liabilities are recognised for amounts to be paid in the future for goods or services received, whether or not billed to the Group. Trade accounts payable are normally settled within 60 days. Trade and other payables are stated at amortised cost or cost when the impact of discounting would be immaterial.

Insurance Claims

A liability for outstanding claims is recognised in respect of Lend Lease's wholly owned special purpose captive insurance subsidiaries. The liability covers claims incurred but not yet paid, claims incurred but not reported and the anticipated direct and indirect costs of settling those claims. The liability for outstanding claims is measured at the present value of the expected future payments, reflecting the fact that all the claims do not have to be paid out in the immediate future. The discount rates used are risk free rates.

Financial Guarantee Contracts

Financial guarantee contracts, including the Company guarantees of Group entities' borrowings, are recognised when issued as a financial liability. The liability is measured initially at fair value and subsequently at the higher of the best estimate to settle the obligation (see Note 1.23 'Provisions') and the initial fair value less accumulated amortisation. Fair value is determined using a probability weighted discounted cash flow approach.

1.19 Resident and Accommodation Bond Liabilities

Resident Liabilities

This represents an amount paid by residents to occupy apartments and units classified as investment property. Resident liabilities are measured at face value, representing the principal amount plus the resident's share of capital gains based on market values of the underlying property at balance date, less deferred management fees.

Resident liabilities are non interest bearing and are classified as current liabilities because any resident may depart within 12 months, notwithstanding that history has shown that residents stay for an average period of 11 years in independent living units (ILUs) and six years in serviced apartments.

Accommodation Bonds

Accommodation bonds are paid typically by residents of low care aged care beds. Accommodation bonds are recognised at an amount equal to the proceeds received and are non interest bearing liabilities. Accommodation bonds are also classified as current liabilities because they are repayable following departure of the resident from the facility, notwithstanding that history has shown that residents stay for an average period of three years.

1.20 Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost and any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance date.

1.21 Foreign Currency Translation

Functional and Presentation Currency

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial report is presented in Australian dollars, which is the Company's functional and presentation currency.

1. Significant Accounting Policies continued

1.21 Foreign Currency Translation continued

Transactions and Balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains or losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges in foreign operations.

Translation differences on non monetary items, such as equities held at fair value through profit or loss, are reported as part of the fair value gain or loss. Translation differences on non monetary items, such as equities classified as available for sale financial assets, are included in the fair value revaluation reserve in equity.

Group Companies

The results and balance sheet of all Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency (A\$) are translated into the presentation currency as follows:

• Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;
• Income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and
• All resulting exchange differences are recognised as a separate component of equity.

On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of borrowings and other currency instruments designated as hedges of such investments, are taken to the foreign currency translation reserve. When a foreign operation is sold, such exchange differences are recognised in the income statement as part of the gain or loss on sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

The Group uses derivative financial instruments to hedge its exposure to foreign exchange and interest rate risks arising from operating, financing and investing activities. Derivative financial instruments are recognised initially at fair value on the date a derivative contract is entered into and subsequently remeasured at fair value. Recognition of any resultant gain or loss depends on the nature of the item being hedged.

The fair value of forward exchange contracts is their value at the current quoted forward price at the balance sheet date.

1.22 Derivative Financial Instruments and Hedging Activities

Fair Value Hedge

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in the income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

Cash Flow Hedge

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognised in equity. The gain or loss relating to the ineffective portion is recognised immediately in the income statement.

Amounts accumulated in equity are recycled to the income statement when the hedged item will affect profit or loss (for instance, when the forecast sale that is hedged takes place). However, when the forecast transaction that is hedged results in the recognition of a non financial asset (for example, inventory) or a liability, the gains or losses previously deferred in equity are transferred from equity and included in the initial measurement of the cost of the asset or liability.

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement.

The fair value of interest rate derivatives is the estimated amount the Group would receive or pay to terminate the swap at the balance sheet date, taking into account current interest rates and the current creditworthiness of the swap counterparties.

Net Investment Hedge

Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in equity; the gain or loss relating to the ineffective portion is recognised immediately in the income statement. Gains or losses accumulated in equity are included in the income statement on disposal of the foreign operation.

Held for Trading Derivatives

Certain derivative instruments do not qualify for hedge accounting or hedge accounting treatment is not sought. These instruments are classed as held for trading and changes in their fair value are recognised immediately in the income statement.

1. Significant Accounting Policies continued

1.23 Provisions

A provision is recognised on the balance sheet when the Group has a legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre tax rate that reflects current market assessments of the time value of money and, when appropriate, the risks specific to the liability.

A provision for restructuring is recognised when the Group has approved a detailed and formal restructuring plan, and the restructuring has either commenced or has been announced publicly. Future operating costs are not provided for.

A provision for onerous contracts is recognised when the expected benefits to be derived from a contract by the Group are lower than the unavoidable cost of meeting its obligations under the contract.

1.24 Finance Costs

Finance costs include interest, amortisation of discounts or premiums relating to borrowings, amortisation of ancillary costs incurred in connection with arrangement of new borrowings facilities and foreign exchange differences net of hedged amounts on borrowings.

Ancillary costs incurred in connection with the arrangement of borrowings are capitalised and amortised over the life of the borrowings.

Finance costs are expensed immediately as incurred unless they relate to qualifying assets. Qualifying assets are assets that take more than six months to prepare for their intended use or sale. Finance costs related to qualifying assets are capitalised.

1.25 Earnings Per Stapled Security/Share (EPS)

The Group presents basic and diluted EPS in the income statement.

Basic EPS is determined by dividing profit/(loss) after income tax attributable to members of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.

Diluted EPS is determined by adjusting the profit/(loss) after tax attributable to members of the Company, and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares.

The issued units of LLT are presented as a non controlling interest, and therefore the profit attributable to LLT is excluded from the calculation of basic and diluted earnings per Company share presented in the income statement. A basic and diluted earnings per stapled security is disclosed in the notes to the consolidated financial statements.

1.26 Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, bank overdrafts and other short term highly liquid investments that are readily convertible to

known amounts of cash and which are subject to an insignificant risk of changes in value.

Bank overdrafts (if applicable) are shown as a current liability on the balance sheet and are shown as a reduction to the cash balance in the statement of cash flows.

1.27 Issued Capital

Ordinary shares are classified as equity. Preference issued capital is classified as equity if it is non redeemable and any dividends are discretionary, or is redeemable but only at the Company's option. Distributions on preference share capital classified as equity are recognised as distributions within equity.

Preference issued capital is classified as a liability if it is redeemable on a specific date or at the option of the securityholders, or if dividend payments are not discretionary. Distributions thereon are recognised in the income statement as interest expense.

When share capital recognised as equity is repurchased, the amount of the consideration paid, including directly attributable costs, is recognised as a change in equity.

Dividends on redeemable preference shares are recognised as a liability on an accrual basis. Other dividends are recognised as a liability in the financial year in which they are declared.

1.28 Goods and Services Tax

Revenue, expenses and assets are recognised net of the amount of goods and services tax ('GST'), except where the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of the expense.

Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the Australian Taxation Office ('ATO') is included as a current asset or liability in the statement of financial position. Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows.

1.29 Service Concession Arrangements (SCAs)

The Group has investments providing SCAs, originating through public private partnerships, in the areas of healthcare, education and government facilities. These arrangements provide facilities management and maintenance services for a fixed payment per annum (subject to inflationary increases per year) with terms generally of 25 to 30 years. They also incorporate contractual obligations to make available the individual assets for their prescribed use and, where necessary, overhaul or replace major items of plant and equipment related to the assets with payment obtained through periodic draw-downs from the relevant government authorities.

1. Significant Accounting Policies continued

1.29 Service Concession Arrangements (SCAs) continued

The Group equity accounts its investment in project companies with SCAs. In the project company holding the SCA, the consideration receivable in respect of construction and services in the operational phase of the SCA is accounted for as a 'loan or receivable' and measured at amortised cost. Revenue arising from services provided will be recognised based on the fair value of each service provided. Borrowing costs and lifecycle costs are expensed as incurred.

1.30 Accounting Estimates and Judgements

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Group and are believed to be reasonable under the circumstances. The estimates and judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

1.31 Key Sources of Estimation Uncertainty

Impairment of Goodwill and Other Intangible Assets

Note 16a 'Goodwill' contains information about the assumptions and their risk factors relating to goodwill impairment testing.

The Group assesses whether goodwill is impaired at least annually in accordance with Note 1.6 'Impairment'. These calculations involve an estimation of the recoverable amount of the cash generating units to which the goodwill is allocated.

The recoverable amount of other intangible assets (including management agreements and aged care bed licences) are assessed annually in accordance with Note 1.16 'Intangible Assets'.

Valuation of Assets and Recoverable Amounts

The Group assesses the fair value of certain assets by using estimation techniques where there is no available market price. The Group assesses the recoverability of the carrying value of assets held at cost or amortised cost using estimations of their recoverable amount. For current and deferred tax assets refer to Note 1.5 'Income Taxes'. For investment properties, loans and receivables and inventories refer to Notes 1.8 'Investment Properties', 1.11 'Trade and Other Receivables' and 1.13 'Inventories'. Refer to Note 30e 'Fair Values of Financial Assets and Liabilities' for a summary of the basis of valuation of financial assets measured at fair value.

Defined Benefit Superannuation Fund Obligations

Various actuarial assumptions are utilised in determining the Group's defined benefit superannuation/pension fund obligations. These assumptions are discussed in Note 17a vii and b vii 'Principal Actuarial Assumptions'.

Share Based Compensation

The Group assesses the fair value of its cash settled and equity settled share based compensation plans. The fair value assigned represents an estimate of the value of the award to employees, which requires judgements on Lend Lease's security price and whether vesting conditions will be satisfied. Refer to Note 1.17 'Employee Benefits' for the accounting policy for share based compensation.

Critical Accounting Judgements in Applying the Group's Accounting Policies

In the process of applying the Group's accounting policies, the Group makes various judgements, apart from those involving estimations, that can significantly affect the amounts recognised in the consolidated financial statements. These include:

• When all the significant risks and rewards of ownership of development properties are substantially transferred to the purchaser;
• The percentage of completion on construction work performed; and
• Whether the substance of the relationship between the Group and a special purpose entity indicates that the special purpose entity should be consolidated by the Group.

	June 2012 A\$m	June 2011 A\$m
2. Revenue
Revenue from the provision of services
Construction	10,475.9	7,859.8
Development	342.3	334.8
Infrastructure Development	172.7	139.7
Investment Management	118.0	97.0
Total revenue from the provision of services	11,108.9	8,431.3
Revenue from the sale of development properties	362.8	369.1
Rental revenue	60.6	70.8
Dividends/distributions received	7.1	7.8
Other revenue Total revenue	8.1 11,547.5	47.7 8,926.7
3. Other Income
Net gain on disposal of equity accounted investments	78.5	127.3
Fair value net gain on remeasurement of investment properties	38.1	22.3
Net gain on disposal of other assets	17.6	2.4
Fair value gain on derivative contracts held for trading	1.5	12.2
Net gain on disposal of controlled entities Net gain on disposal of available for sale financial assets		4.7 0.2
Other	15.5	13.1
Total other income	151.2	182.2
4. Operating Expenses
Profit before income tax includes the following operating expense items:
Employee benefit expenses	2,250.3	1,641.3
Superannuation accumulation plan expense	25.4	27.6
Net defined benefit plan expense	6.9	16.5
Expenses include impairments/provisions raised/(written back) relating to:
Loans and receivables	1.8	(9.0)
Other financial assets Property inventories	25.2	1.2 2.4
Operating lease expense	84.2	67.7
Depreciation and amortisation	77.4	52.1
Net foreign exchange loss/(gain)	13.9	(5.7)
	June 2012 A\$000s	June 2011 A\$000s
Auditors' Remuneration
Amounts received or due and receivable by the auditors of Lend Lease Group for:
Audit and Other Assurance Services
Audit services	7,770	7,286
Other assurance services	686	2,105
Total audit and other assurance services	8,456	9,391

	June 2012 A\$m	June 2011 A\$m
5. Finance Revenue and Finance Costs
Finance Revenue
Related parties	23.0	23.0
Other corporations	34.2	55.8
Total interest finance revenue	57.2	78.8
Interest discounting	5.0	8.6
Total finance revenue	62.2	87.4
Finance Costs
Other corporations Less: Capitalised interest finance costs	120.9 (7.7)	117.4 (2.4)
Total interest finance costs	113.2	115.0
Non interest finance costs	8.1	10.0
Interest discounting	0.5	0.2
Total finance costs Net finance costs	121.8 (59.6)	125.2 (37.8)
6. Taxation
a. Income Tax Expense
Recognised in the Income Statement
Current Tax Expense
Current year	151.0	57.4
Adjustments for prior years Benefits of tax losses recognised	(3.9) (14.2)	(10.3) (15.4)
	132.9	31.7
Deferred Tax Expense
Origination and reversal of temporary differences	(113.5)	106.6
Total income tax expense	19.4	138.3
Reconciliation of Income Tax Expense
Profit before tax	522.5	631.5
Income tax using the domestic corporation tax rate (30%)	156.8	189.4
Non assessable dividends/income Profit accounted for using the equity method	(6.2) (8.0)	(8.9) (0.8)
Non allowable expenses	20.1	17.6
Other net recovery of tax losses	(17.2)	(21.5)
Tax temporary differences not recognised in the year Temporary differences recognised/recovered	0.7 (112.3)	(3.7) (17.7)
Variation in tax rates	3.8	27.6
Non assessable gain on disposal of investments	(14.3)	(32.7)
Over provision in prior years	(4.1)	(10.3)
Other Income tax expense	0.1 19.4	(0.7) 138.3
Deferred Tax Recognised Directly in Equity
Relating to: Equity issue costs	1.7	1.6
Fair value revaluation reserve	(4.1)	1.5
Hedging reserve	0.2	(0.5)
Foreign currency translation reserve on equity accounted investments	0.6	(2.5)
Total deferred tax (benefit)/expense recognised directly in equity	(1.6)	0.1

		June 2012 Tax (Expense)/			June 2011 Tax (Expense)/
	Before Tax A\$m	Benefit A\$m	Net of Tax A\$m	Before Tax A\$m	Benefit A\$m	Net of Tax A\$m
6. Taxation continued b. Tax Effect Relating to Other Comprehensive Income
Movements in Fair Value Revaluation Reserve Movements in Hedging Reserve Movements in Foreign Currency Translation	(22.4) (43.3)	4.1 (0.2)	(18.3) (43.5)	3.6 42.3	(1.5) 0.5	2.1 42.8
Reserve Movements in Non Controlling Interest	52.8	(0.6)	52.2	(164.8)	2.5	(162.3)
Acquisition Reserve Total other comprehensive income net of tax	(5.6) (18.5)	2.4 5.7	(3.2) (12.8)	21.4 (97.5)	3.2 4.7	24.6 (92.8)

	June 2012		June 2011
	Assets A\$m	Liabilities A\$m	Assets A\$m	Liabilities A\$m
c. Deferred Tax Assets and Liabilities
Recognised Deferred Tax Assets and Liabilities
Deferred tax assets and liabilities are attributable to the following:
Loans and receivables	12.6	(16.1)	17.9	(7.1)
Inventories	37.9	(326.4)	45.6	(295.5)
Other financial assets	3.9	(21.5)	4.2	(26.2)
Other assets	1.0	(2.0)	1.6	(0.1)
Equity accounted investments	4.2	(24.6)	5.5	(71.4)
Non current asset held for sale				(140.2)
Investment properties		(41.8)		(36.4)
Property, plant and equipment	17.8	(8.3)	16.8	(7.6)
Intangible assets		(7.9)	(1.0)	(0.1)
Defined benefit plan asset		(15.2)		(9.7)
Trade and other payables	231.7	(0.2)	236.0	(6.7)
Resident and accommodation bond liabilities	84.9		16.3
Provisions	98.1		87.6
Other financial liabilities	3.7		2.0
Unused revenue tax losses recognised	37.6		138.2
Items with a tax base but no carrying value	21.1	(6.8)	37.9	(18.6)
Total deferred tax assets/(liabilities)	554.5	(470.8)	608.6	(619.6)
Deferred tax set off	(406.3)	406.3	(492.9)	492.9
Net deferred tax assets/(liabilities)	148.2	(64.5)	115.7	(126.7)

	1 July 2011	Recognised in Income	Recognised in Equity	Foreign Exchange/ Other	30 June 2012
	A\$m	A\$m	A\$m	A\$m	A\$m
6. Taxation continued
c. Deferred Tax Assets and Liabilities continued
Recognised Deferred Tax Assets and Liabilities continued
Movement in temporary differences during the financial year:
June 2012
Loans and receivables	10.8	(14.1)	(0.4)	0.2	(3.5)
Inventories	(249.9)	(30.7)		(7.9)	(288.5)
Other financial assets	(22.0)	1.1	4.1	(0.8)	(17.6)
Other assets	1.5	(2.4)		(0.1)	(1.0)
Equity accounted investments	(65.9)	46.7	(0.4)	(0.8)	(20.4)
Non current asset held for sale	(140.2)	144.2		(4.0)
Investment properties	(36.4)	(5.4)			(41.8)
Property, plant and equipment	9.2	(0.8)		1.1	9.5
Intangible assets	(1.1)	(6.8)			(7.9)
Defined benefit plan asset	(9.7)	(5.2)		(0.3)	(15.2)
Trade and other payables	229.3	(0.2)		2.4	231.5
Resident and accommodation bond liabilities	16.3	68.6			84.9
Provisions	87.6	18.6		(8.1)	98.1
Other financial liabilities	2.0	1.7			3.7
Unused revenue tax losses recognised	138.2	(105.1)		4.5	37.6
Items with a tax base but no carrying value	19.3	3.3	(1.7)	(6.6)	14.3
Total deferred tax assets/(liabilities)	(11.0)	113.5	1.6	(20.4)	83.7

				Foreign
	1 July 2010	Recognised in Income	Recognised in Equity	Exchange/ Other	30 June 2011
	A\$m	A\$m	A\$m	A\$m	A\$m
June 2011
Loans and receivables	6.4	5.2	0.4	(1.2)	10.8
Inventories	(322.0)	38.3		33.8	(249.9)
Other financial assets	(17.2)	(5.8)	(1.6)	2.6	(22.0)
Other assets	(0.3)	9.0		(7.2)	1.5
Equity accounted investments	(161.7)	(0.8)	2.7	93.9	(65.9)
Non current asset held for sale		(84.6)		(55.6)	(140.2)
Investment properties	(17.7)	(18.7)			(36.4)
Property, plant and equipment	20.8	(1.7)		(9.9)	9.2
Intangible assets	0.5	(1.6)			(1.1)
Defined benefit plan asset	(8.2)	(0.9)			(9.1)
Trade and other payables	259.5	(51.7)		21.5	229.3
Resident and accommodation bond liabilities	10.4	5.9			16.3
Provisions	75.4	(3.0)		15.2	87.6
Other financial liabilities	2.6	(0.6)			2.0
Defined benefit plan liability	5.1	(5.1)		(0.6)	(0.6)
Unused revenue tax losses recognised	147.2	23.0		(32.0)	138.2
Items with a tax base but no carrying value	35.3	(13.5)	(1.6)	(0.9)	19.3
Total deferred tax assets/(liabilities)	36.1	(106.6)	(0.1)	59.6	(11.0)

	June 2012 A\$m	June 2011 A\$m
6. Taxation continued
c. Deferred Tax Assets and Liabilities continued
Unrecognised Deferred Tax Assets
Deferred tax assets have not been recognised in respect of the following items:
Capital losses	71.2	62.0
Revenue losses	89.0	69.5
Deductible temporary differences	157.6	277.4
Total unrecognised deferred tax assets	317.8	408.9

Of the unrecognised deferred tax asset of A\$317.8 million, only A\$8.8 million expires by 2031. The remainder of the unrecognised deferred tax asset has no expiry date.

	Cents Per Share	Franked Amount Per Share %	June 2012 A\$m	June 2011 A\$m
7. Distributions1, 2
Interim Dividend December 2011 – paid 30 March 2012 December 2010 – paid 30 March 2011	16.0 20.0	50	91.5	113.1
Final Dividend June 2012 – declared subsequent to reporting date3 June 2011 – paid 30 September 2011	22.0 15.0		126.0	85.6
			217.5	198.7

1 No distributions were declared or paid by Lend Lease Trust in respect of the financial year ended 30 June 2012 (June 2011: nil).

2 Includes distributions paid on treasury securities.

3 No provision for this distribution has been recognised in the statement of financial position at 30 June 2012 as it was declared after the end of the financial year.

Dividend Franking

The amount of franking credits available for use in subsequent reporting periods as at 30 June 2012 is A\$25.4 million based on a 30% tax rate (30 June 2011: A\$30.6 million). This is calculated after adjusting for franking credits which will arise from the payment of income tax provided in the financial statements and tax losses utilised in the current financial year. The Group has outstanding claims with the Australian Taxation Office in relation to the year ended 30 June 2012, and prior years, which are not reflected in the above franking account balance. Should these claims be successful, this will result in the franking account balance being reduced as a consequence.

8. Earnings Per Stapled Security/Share1		June 2012 Shares Excluding Treasury Shares Shares on Issue		Shares Excluding Treasury Shares	June 2011 Shares on Issue
Basic/Diluted Earnings Per Share (EPS) Profit attributable to members of Lend Lease Corporation Limited used in calculating basic/diluted EPS	A\$m	501.4	501.4	492.8	492.8
Weighted average number of ordinary shares Basic/diluted EPS	m Cents	540.6 92.7	571.8 87.7	537.4 91.7	566.9 86.9

1 The earnings per stapled security are equivalent to the earnings per share for the year to 30 June 2012 as the earnings attributable to Lend Lease Trust for the year were nil (June 2011: nil).

	June 2012 A\$m	June 2011 A\$m
9. Cash and Cash Equivalents
Cash	560.8	863.2
Short term investments	397.1	183.0
Total cash and cash equivalents	957.9	1,046.2
Short term investments earned variable rates of interest which averaged 3.9% per annum during the year ended 30 June 2012 (30 June 2011: 4.6%).
	June 2012 A\$m	June 2011 A\$m
10. Loans and Receivables
Current
Trade debtors	1,459.1	1,258.9
Less: Impairment	(21.7)	(31.3)
	1,437.4	1,227.6
Related parties	85.3	60.1
Retentions	172.8	134.9
Other receivables	189.6	310.0
Less: Impairment	(10.6)	(8.6)
Total current	1,874.5	1,724.0
Non Current
Related parties	272.4	313.3
Less: Impairment	(95.6)	(109.1)
Retentions	48.2	31.3

Other receivables	106.5	96.2
Less: Impairment	(1.3)	(1.4)
Total non current	330.2	330.3
Total loans and receivables	2,204.7	2,054.3

As at the reporting date, A\$1,188.0 million of the trade debtors were current (30 June 2011: A\$984.7 million) and A\$271.1 million were past due (30 June 2011: A\$274.2 million). Of the past due amount, A\$249.4 million was not impaired (30 June 2011: A\$242.9 million). 'Past due' is defined under accounting standards to mean any amount outstanding for one or more days after the contractual due date. Of the total trade debtors, 7.8% (30 June 2011: 10.9%) are aged greater than 90 days. Other than trade debtors, no other loans and receivables are considered past due at 30 June 2012 (30 June 2011: nil).

	June 2012 A\$m	June 2011 A\$m
Impairment
Carrying amount at beginning of financial year	150.4	232.5
Bad and doubtful debts impairment loss net of provisions raised/(written back)	0.9	(9.6)
Other movements (including foreign exchange rate movements)	(22.1)	(72.5)
Carrying amount at end of financial year	129.2	150.4
Total impairment as a percentage of total loans and receivables	5.5%	6.8%

The credit quality of all loans and receivables, including those neither past due nor impaired, is assessed and monitored on an ongoing basis.

To determine the impairment provision for the financial year, the Group considers how economic and market conditions will affect the creditworthiness of certain entities. The impairment provision relates to specific loans and receivables that have been identified as being impaired, including related party loans where the Group's interest in a development was via an equity accounted investment.

	Note	June 2012 A\$m	June 2011 A\$m
11. Inventories
Current
Development properties	11a	597.2	361.0
Construction work in progress	11b	246.4	319.5
Other		19.2	12.0
Total current		862.8	692.5
Non Current
Development properties	11a	1,696.3	1,578.7
Total inventories		2,559.1	2,271.2
a. Development Properties
Australia		1,669.1	1,399.6
Europe		590.0	528.9
Americas		34.4	11.2
Total development properties		2,293.5	1,939.7
b. Construction Work in Progress
Construction work in progress comprises:
Contract costs incurred to date		59,978.9	56,438.6
Profit recognised to date		6,963.7 66,942.6	6,722.0 63,160.6
Less: Progress billings received and receivable on contracts		(67,780.4)	(63,928.6)
Net construction work in progress		(837.8)	(768.0)
Costs in excess of billings – inventories		246.4	319.5
Billings in excess of costs – trade payables	19	(1,084.2)	(1,087.5)
		(837.8)	(768.0)
12. Equity Accounted Investments
Associates
Investment in associates		263.5	349.4
Less: Impairment		(14.2)	(14.2)
Total associates		249.3	335.2
Joint Ventures
Investment in joint ventures		237.9	222.4
Less: Impairment Total joint ventures		(17.0) 220.9	(16.2) 206.2
Total equity accounted investments		470.2	541.4

			Share of Profit/(Loss)		Net
	June 2012	Interest June 2011	June 2012	After Tax June 2011	Book Value June 2012	June 2011
	%	%	A\$m	A\$m	A\$m	A\$m
12. Equity Accounted Investments
continued
a. Associates
Australia Lend Lease Real Estate Partners 3	25.0	25.0	6.7	3.3	62.6	51.8
Lend Lease Communities Fund 1	20.8	20.8	(1.3)	(2.1)	16.3	16.6
Other			4.6	4.7	4.2	5.4
Total Australia			10.0	5.9	83.1	73.8
Asia
Asia Pacific Investment Company No. 2 Limited		21.1	19.9	20.0		121.7
CDR JV Ltd (313@somerset)	25.0	25.0	3.8	4.8	98.2	91.4
JemTM	25.0	25.0	9.2		77.3	58.1
Other				0.4
Total Asia			32.9	25.2	175.5	271.2
Europe Other				1.8	3.9	3.9
Total Europe			–	1.8	3.9	3.9
Americas
Other			1.7	1.4	1.0	0.5
Total Americas			1.7	1.4	1.0	0.5
Total			44.6	34.3	263.5	349.4
Less: Impairment					(14.2)	(14.2)
Total associates			44.6	34.3	249.3	335.2
Joint Ventures1 b.
Australia
Abigroup GHL Joint Venture	75.0	75.0	9.3	3.1	1.0	2.6
Abigroup Golding Joint Venture	50.0		5.4		5.4
Bulk Water Joint Venture	50.0	50.0	5.3	3.0	0.6	0.3
Caroline Springs Joint Venture Casey 2 Joint Venture (Springbank)	50.0 50.0	50.0 50.0	3.0 5.8	15.7 4.6	4.9 19.6	7.6 23.3
D2G Joint Venture	64.0	64.0	63.3	12.5	24.8	12.7
Eastern Tertiary Alliance	50.0	50.0	8.6	2.7	3.7	0.3
Forde Development (ACT)	50.0	50.0	6.7	4.4	1.7	4.0
Pyrmont Trust (Jacksons Landing)	50.0	50.0	4.7	3.7	13.3	13.3
Sitzler Baulderstone Joint Venture	70.0		5.5		0.6
V5 Trust (Convesso) Other	50.0	50.0	10.6 2.8	(0.1) 11.2	54.5 58.0	21.8 58.4
Total Australia			131.0	60.8	188.1	144.3
Europe
Global Renewables Lancashire Holdings Limited	50.0	50.0	2.7	(5.4)	3.4	20.0
Majadahonda Hospital	25.0	25.0	2.3	2.2	11.8	16.4
Other			1.2	(6.0)	33.7	37.0
Total Europe			6.2	(9.2)	48.9	73.4
Americas
King of Prussia Associates2		50.0		217.8
Other			1.0	6.3	0.9	4.7
Total Americas			1.0	224.1	0.9	4.7
Total Less: Impairment			138.2	275.7	237.9 (17.0)	222.4 (16.2)
Total joint ventures			138.2	275.7	220.9	206.2
Total equity accounted investments			182.8	310.0	470.2	541.4

1 Where the Group has an ownership interest in a joint venture greater than 50% but does not have the capacity to control financial and operating decisions, the joint venture is not consolidated.

2 In May 2011 the Group entered into an agreement to dispose of its 50% interest in King of Prussia Associates. At 30 June 2011 the Group's interest in King of Prussia Associates was reclassified within the Statement of Financial Position to 'Non Current Asset Held for Sale' (refer to Note 18). In August 2011, the Group's interest was sold.

		June 2012		June 2011
		Associates A\$m	Joint Ventures A\$m	Associates A\$m	Joint Ventures A\$m
	12. Equity Accounted Investments
	continued
c.	Associates and Joint Ventures Additional Disclosures
	Lend Lease's Share of Profit or Loss
	Revenue	107.4	1,556.9	114.3	771.3
	Fair value revaluations	25.2	(4.6)	14.5	16.4
	Expenses	(86.2)	(1,411.0)	(94.0)	(696.9)
	Share of profit before tax	46.4	141.3	34.8	90.8
	Income tax (expense)/benefit	(1.8)	(4.3)	(0.6)	3.4
	Share of profit after tax	44.6	137.0	34.2	94.2
	Other Adjustments
	Adjustments due to differences in accounting policies		0.9		189.9
	Movement in share of unrecognised losses		(7.0)		11.3
	Fair value adjustments/other		7.3	0.1	(19.7)
	Profit of equity accounted investments	44.6	138.2	34.3	275.7
	Lend Lease's Share of Statement of Financial Position
	Current assets	43.3	753.5	72.8	652.3
	Non current assets	551.0	860.7	741.0	1,387.9
	Total assets	594.3	1,614.2	813.8	2,040.2
	Current borrowings		98.5	36.6	19.6
	Current other liabilities	23.4	378.8	52.0	386.2
	Non current borrowings	296.4	645.8	343.7	1,147.6
	Non current other liabilities	6.7	388.2	28.9	437.7
	Total liabilities	326.5	1,511.3	461.2	1,991.1
	Share of net assets	267.8	102.9	352.6	49.1
	Other Adjustments
	Impairment	(14.2)	(17.0)	(14.2)	(16.2)
	Unrecognised share of losses		51.0		84.2
Other		(4.3)	84.0	(3.2)	89.1
	Net assets attributable to equity accounted investments	249.3	220.9	335.2	206.2
	Commitments
	Share of capital expenditure and lease commitments contracted but
	not provided for and payable are as follows:
	Due within one year		5.1		3.8
	Due between one and five years		0.7		1.0
	Due later than five years

	June 2012 A\$m	June 2011 A\$m
13. Investment Properties
Retirement living properties	3,211.4	2,965.3
Retail properties	10.0	99.8
Assets under construction	193.6	150.9
Total investment properties	3,415.0	3,216.0
Reconciliations
Reconciliations of the carrying amount for investment properties are as follows:
Carrying amount at beginning of financial year	3,216.0	2,820.9
(Disposal)/acquisition of investment properties	(63.5)	202.8
Capital expenditure	123.1	112.2
Fair value gain recognised through income statement	38.1	22.3
Increase attributable to residents' capital	68.9	73.4
Foreign exchange rate/other movements	32.4	(15.6)
Carrying amount at end of financial year	3,415.0	3,216.0
Leases as Lessor
The future minimum lease payments receivable from retail property tenants under non cancellable operating leases are as follows:
Less than one year	1.1	7.0
Between one and five years	3.2	23.1
Later than five years	1.2	18.3
Total future minimum lease payments receivable	5.5	48.4

Valuations

Refer to Note 1.8 'Investment Properties' for the basis of valuation of investment properties. The key assumptions used in the fair value assessments including those classified as assets under construction, have been derived from market evidence and are summarised as follows.

Retirement Living Properties

For retirement living properties, the key long term assumptions adopted in the basis of valuation at the reporting date included:

• Weighted average discount rate of 13.2% (June 2011: 13.2%);
• Weighted average future growth rate of 3.9% (June 2011: 3.9%); and
• Average length of stay: 11 years for independent living units (June 2011: 11 years) and six years for serviced apartments (June 2011: seven years).

For retirement living properties included in assets under construction, the assumptions adopted in determining the fair values at 30 June 2012 included discount rates between 14% and 17% (June 2011: 14% and 17%) based on the stage of development and the assessed project risk, and a weighted average growth rate of 3.6% (June 2011: 3.9%).

	June 2012 A\$m	June 2011 A\$m
14. Other Financial Assets
Current Measured at Fair Value Available for Sale	10.2	12.1
Fair Value Through Profit or Loss – Designated at Initial Recognition Negotiable instruments	60.9	69.6
Derivatives	6.5	12.5
Total current	77.6	94.2
Non Current Measured at Fair Value Available for Sale Australian Prime Property Fund Lend Lease Core Plus Fund Lend Lease Retail Partnership Lend Lease Asia Retail Investment Fund Lend Lease Asia Retail Investment Fund 3 Parkway Parade Partnership Limited1 Other	50.1 43.5 43.5 30.6 24.1 23.8 74.6 290.2	48.0 43.3 41.3 28.5 18.4 48.9 228.4
Fair Value Through Profit or Loss – Designated at Initial Recognition Unlisted equity investments	36.9	36.9
Held to Maturity	6.2	6.7
Total non current	333.3	272.0
Total other financial assets	410.9	366.2

1 During the year the Group's ownership in Asia Pacific Investment Company No. 2 Limited was sold down from 21.1% to 4.9%. The investment was subsequently reclassified from Equity Accounted Investments (refer to Note 12) and renamed Parkway Parade Partnership Limited.

	June 2012 A\$m	June 2011 A\$m
15. Property, Plant and Equipment
Land, buildings and leasehold improvements	407.2	360.9
Less: Accumulated depreciation and impairment	(63.4)	(53.8)
	343.8	307.1
Plant and equipment	620.5	548.8
Less: Accumulated depreciation and impairment	(294.9)	(260.7)
	325.6	288.1
Total property, plant and equipment	669.4	595.2
Reconciliations Reconciliations of the carrying amounts for each class of property, plant and equipment are as follows:
Land, Buildings and Leasehold Improvements
Carrying amount at beginning of financial year2	307.1	275.7
Acquisition of consolidated entities		38.6
Additions	48.8	19.7
Disposals	(0.2)	(7.4)
Depreciation	(13.1)	(8.9)
Effect of foreign exchange rate/other movements	1.2	(10.6)
Carrying amount at end of financial year	343.8	307.1

2 The carrying amount at 1 July 2010 (opening June 2011 balance) of A\$275.7 million represents A\$319.2 million of costs and A\$43.5 million of accumulated depreciation and impairment.

		June 2012 A\$m	June 2011 A\$m
15. Property, Plant and Equipment continued
Reconciliations continued
Plant and Equipment
Carrying amount at beginning of financial year1		288.1	77.0
Acquisition of consolidated entities			216.7
Additions		97.3	42.0
Disposals		(3.1)	(13.2)
Depreciation		(57.8)	(32.4)
Effect of foreign exchange rate/other movements Carrying amount at end of financial year		1.1 325.6	(2.0) 288.1
1 The carrying amount at 1 July 2010 (opening June 2011 balance) of A\$77.0 million represents A\$196.9 million of costs and A\$119.9 million of accumulated
depreciation and impairment.
	Note	June 2012 A\$m	June 2011 A\$m
16. Intangible Assets
Goodwill	16a	1,134.8	1,077.3
Aged care bed licences	16b	181.3	168.6
Management agreements Other intangibles	16c 16d	70.7 18.3	60.1 13.1
Total intangible assets		1,405.1	1,319.1
a. Goodwill Construction		1,112.3	1,056.3
Development		22.5	21.0
Total goodwill		1,134.8	1,077.3
Reconciliations
Reconciliations of the carrying amounts for each category of goodwill are as follows:
Construction
Carrying amount at beginning of financial year Acquisition of consolidated entity		1,056.3	437.3 681.7
Fair value adjustment on finalisation of goodwill on acquisition		42.0
Effect of foreign exchange rate/other movements		14.0	(62.7)
Carrying amount at end of financial year		1,112.3	1,056.3
Development
Carrying amount at beginning of financial year		21.0
Acquisition of consolidated entity			24.0
Effect of foreign exchange rate Carrying amount at end of financial year		1.5 22.5	(3.0) 21.0
Goodwill Allocation Goodwill relating to the Construction business is allocated to cash generating units ('CGUs') identified according to regions as set
out below.
		June 2012 A\$m	June 2011 A\$m
Construction
Australia		743.8	701.8

Total goodwill	1,112.3	1,056.3
Europe	220.4	215.7
Americas	140.7	131.5
Asia	7.4	7.3
Australia	743.8	701.8

16. Intangible Assets continued

a. Goodwill continued

Impairment Tests and Key Assumptions Used – Construction

The recoverable amount of the Construction CGUs is determined based on value in use ('VIU') calculations. For the Construction CGUs, the assumptions used for determining the recoverable amount of each CGU are based on past experience and expectations for the future, utilising both internal and external sources of data and relevant industry trends.

No impairment arose as a result of the review of goodwill for the Construction CGUs for the year ended 30 June 2012. Based on information available and market conditions at 30 June 2012, a reasonably foreseeable change in the assumptions made in this assessment would not result in impairment of Construction goodwill.

The following describes the key assumptions on which management has based its cash flow projections when determining VIU relating to the Construction CGUs.

Cash Flows

The VIU calculations use pre tax cash flow projections based on actual operating results, and financial forecasts covering a five-year period which have been approved by management. These forecasts are based on management estimates to determine income, expenses, capital expenditure and cash flows for each CGU.

Growth Rate

The terminal value growth rate used to extrapolate the cash flows beyond the five-year period is 3.0% (June 2011: 3.0%). The growth rate reflects the forecast long term average growth rate for each CGU and the countries in which they operate.

Discount Rate

The discount rates applied to the cash flow projections vary between 14.5% and 19.5% (June 2011: between 13.0% and 16.5%). The Group's weighted average cost of capital is used as a starting point for determining the discount rate, with appropriate adjustments for the risk profile relating to the relevant CGUs and the countries in which they operate. The discount rates used are pre tax.

	June 2012 A\$m	June 2011 A\$m
b. Aged Care Bed Licences
Reconciliation Reconciliation of the carrying amounts of aged care bed licences are as follows:
Carrying amount at beginning of financial year	168.6	159.0
Additions	12.7	9.6
Carrying amount at end of financial year	181.3	168.6

Impairment Tests and Key Assumptions Used – Aged Care Bed Licences

The recoverable amount of bed licences is determined based on VIU calculations with the aged care portfolio as the relevant cash generating unit. The assumptions used for determining the recoverable amount are based on past experience and expectations for the future, utilising both internal and external sources of data and relevant industry trends.

No impairment arose as a result of the review of aged care bed licences for the year ended 30 June 2012. Based on information available and market conditions at 30 June 2012, a reasonably foreseeable change in the assumptions made in this assessment would not result in impairment of the carrying value of aged care bed licences.

The following describes the key assumptions on which management has based its cash flow projections when determining VIU relating to aged care bed licences.

16. Intangible Assets continued

b. Aged Care Bed Licences continued

Impairment Tests and Key Assumptions Used continued

Cash flows

The VIU calculations use pre tax cash flow projections based on actual operating results and financial forecasts covering a five-year period which have been approved by management. These forecasts are based on management estimates to determine income, expenses, capital expenditure, bond movements and other cash flows associated with aged care bed licences.

Growth rate

The forecast accommodation bond growth rate on bondable beds is 4.0% (June 2011: 5.0%). This is based on historical bond growth achieved across the portfolio and expected future growth. The growth rate on other cash flows is 3.0% (June 2011: 3.0%). These growth rates reflect the forecast long term average growth rate for aged care.

Discount Rate

The discount rate applied to the cash flow projections is 12.5% (June 2011: 11.0%). The Group's weighted average cost of capital is used as a starting point for determining the discount rate, with appropriate adjustments for the risk profile relating to the CGU and the sector in which it operates. The discount rate used is pre tax.

	June 2012 A\$m	June 2011 A\$m
c. Management Agreements
Management agreements	86.6	72.9
Less: Accumulated amortisation	(15.9)	(12.8)
Total management agreements	70.7	60.1
Reconciliation
Reconciliation of the carrying amounts of management agreements are as follows:
Carrying amount at beginning of financial year1	60.1	77.2
Additions	13.7
Amortisation	(3.1)	(3.6)
Other		(13.5)
Carrying amount at end of financial year	70.7	60.1
d. Other Intangibles
Other intangibles	46.9	37.9
Less: Accumulated amortisation and impairment	(28.6)	(24.8)
Total other intangibles	18.3	13.1
Reconciliation
Reconciliation of the carrying amounts of other intangibles are as follows:
Carrying amount at beginning of financial year2	13.1	20.6
Additions	9.2	2.7
Amortisation	(4.4)	(8.6)
Effect of foreign exchange rate/other movements	0.4	(1.6)
Carrying amount at end of financial year	18.3	13.1

1 The carrying amount at 1 July 2010 (opening June 2011 balance) of A\$77.2 million represents A\$87.1 million of costs and A\$9.9 million of accumulated amortisation.

2 The carrying amount at 1 July 2010 (opening June 2011 balance) of A\$20.6 million represents A\$37.9 million of costs and A\$17.3 million of accumulated amortisation and impairment.

	June 2012	June 2011
Note	A\$m	A\$m
17. Defined Benefit Plan Asset
Recognised asset for defined benefit obligations
Lend Lease Superannuation Plan (Australia) 17a	32.0	30.3
Lend Lease Construction UK Pension Scheme 17b	23.2	2.3
Total recognised asset	55.2	32.6
a. Lend Lease Superannuation Plan (Australia)
i. Balance Sheet Amounts
The amounts recognised in the balance sheet are determined as follows:
Fair value of plan assets	114.8	124.3
Present value of defined benefit obligations	(130.4)	(115.3)
Unrecognised actuarial losses	47.6	21.3
Recognised asset for defined benefit obligations1	32.0	30.3
Reconciliation of the Fair Value of Plan Assets ii.
Fair value of plan assets at beginning of financial year	124.3	119.6
Expected return on plan assets	9.6	9.2
Actuarial losses	(13.5)	(0.3)
Contributions by Group companies Contributions by plan participants	6.0	6.2 1.6
Taxes and premiums paid	(0.9)	(1.2)
Transfers in		0.1
Accumulation insurance premium met from surplus	(1.2)	(1.2)
Benefits paid	(9.5)	(9.7)
Fair value of plan assets at end of financial year	114.8	124.3
iii. Reconciliation of the Present Value of Funded Obligations
Present value of funded obligations at beginning of financial year	115.3	108.4
Current service cost	6.2	6.1
Interest cost on benefit obligation	6.4	6.0
Contributions by plan participants		1.6
Actuarial losses	14.1	5.2
Taxes and premiums paid Transfers in	(0.9)	(1.2) 0.1
Accumulation insurance premium met from surplus	(1.2)	(1.2)
Benefits paid	(9.5)	(9.7)
Present value of funded obligations at end of financial year	130.4	115.3
iv. Expense Recognised in the Income Statement
Current service cost	6.2	6.1
Interest cost on benefit obligation	6.4	6.0
Expected return on plan assets	(9.6)	(9.2)
Actuarial loss recognised	1.3	0.3
Net defined benefit plan expense	4.3	3.2
v. Actual Return on Plan Assets	(4.0)	9.0
	June 2012 %	June 2011 %
vi. Categories of Plan Assets
Cash		1.2
Equity instruments2	57.0	56.4
Fixed interest securities	39.0	38.7
Property	4.0	3.7
	100.0	100.0

1 In prior periods, related accumulation benefits had been included in both the plan assets and obligations. The fair value of plan assets and the present value of defined benefit obligations at 30 June 2011, as well as the corresponding disclosures in the Historical Summary for the years June 2008 to June 2010, have been reduced by A\$28.6 million to remove these. There has been no impact on the previously reported net defined benefit plan asset/liability as a result of this adjustment.

2 The fair value of plan assets includes Lend Lease securities to the value of A\$0.1 million (June 2011: A\$0.1 million).

		June 2012 %	June 2011 %
	17. Defined Benefit Plan Asset continued
a.	Lend Lease Superannuation Plan (Australia) continued
vii.	Principal Actuarial Assumptions
	Discount rate (net of tax)	2.2	4.5
	Expected rate of return on assets1	7.0	7.0

viii. Employer Contributions

For the year ending 30 June 2013, total employer contributions to the plan are expected to be A\$6.4 million.

	Consolidated
	June 2012 A\$m	June 2011 A\$m	June 2010 A\$m	June 2009 A\$m	June 2008 A\$m
ix. Historical Summary
Plan assets	114.8	124.3	119.6	99.9	127.7
Defined benefit plan obligation	(130.4)	(115.3)	(108.4)	(104.8)	(97.8)
(Deficit)/surplus	(15.6)	9.0	11.2	(4.9)	29.9
Experience (losses)/gains arising on plan assets	(13.5)	(0.3)	14.6	(32.9)	(19.2)
Experience (losses)/gains arising on plan liabilities	(4.0)	(5.8)	1.4	3.0	(8.3)

1 The expected rate of return on assets assumption is determined by weighting the expected long term return for each asset class by the target allocation of assets to each asset class. The returns used for each asset class are net of tax, investment fees and administration expenses.

	June 2012 A\$m	June 2011 A\$m
b. Lend Lease Construction UK Pension Scheme
i. Balance Sheet Amounts
The amounts recognised in the balance sheet are determined as follows:
Fair value of plan assets	641.6	586.7
Present value of defined benefit obligations	(682.8)	(593.1)
Unrecognised actuarial losses	64.4	8.7
Recognised assets for defined benefit obligations	23.2	2.3
ii. Reconciliation of the Fair Value of Plan Assets
Fair value of plan assets at beginning of financial year	586.7	592.5
Expected return on plan assets	34.2	29.7
Actuarial (losses)/gains	(5.2)	41.4
Contributions by Group companies	22.5	31.7
Contributions by plan participants		0.2
Benefits paid	(26.0)	(24.4)
Effect of foreign exchange rate movements	29.4	(84.4)
Fair value of plan assets at end of financial year	641.6	586.7
iii. Reconciliation of the Present Value of Funded Obligations
Present value of defined benefit obligations at beginning of financial year	593.1	671.2
Current service cost	5.4	11.4
Interest cost on benefit obligation	31.4	31.6
Contributions by plan participants		0.2
Actuarial losses/(gains) Benefits paid	47.4 (26.0)	(3.5) (24.4)
Effect to foreign exchange rate movements	31.5	(93.4)
Present value of funded obligations at end of financial year	682.8	593.1
iv. Expense Recognised in the Income Statement
Current service cost	5.4	11.4
Interest cost on benefit obligation Expected return on plan assets	31.4 (34.2)	31.6 (29.7)
Net defined benefit plan expense	2.6	13.3
v. Actual Return on Plan Assets	30.3	68.9

	June 2012 %	June 2011 %
17. Defined Benefit Plan Asset continued
b. Lend Lease Construction UK Pension Scheme continued
vi. Categories of Plan Assets
Equity instruments	37.0	38.8
Debt instruments	46.0	44.6
Other assets	17.0	16.6
	100.0	100.0
vii. Principal Actuarial Assumptions
Discount rate (net of tax)	4.8	5.4
Expected rate of return on assets1	5.7	6.4

viii. Employer Contributions

For the year ending 30 June 2013, total employer contributions to the plan are expected to be A\$17.4 million. In addition, a deficit contribution of A\$12.4 million is expected to be paid.

	June 2012 A\$m	June 2011 A\$m	June 2010 A\$m	June 2009 A\$m	June 2008 A\$m
ix. Historical Summary
Plan assets	641.6	586.7	592.5	559.2	627.7
Defined benefit plan obligation	(682.8)	(593.1)	(671.2)	(691.2)	(686.2)
(Deficit)	(41.2)	(6.4)	(78.7)	(132.0)	(58.5)
Experience (losses)/gains arising on plan assets	(5.2)	41.4	62.8	(115.5)	(12.7)
Experience (losses)/gains arising on plan liabilities	(2.8)	(4.3)	17.2	(27.4)	(0.9)

1 The long term rate of return on the pension plan assets is determined by looking at the expected long term return on each asset class based on analysis of historical markets. Assets with higher volatility are assumed to generate higher returns consistent with widely accepted capital market principles. The expected returns are net of investment manager expenses. The overall expected rate of return on assets is derived by weighting the expected rate of return for each asset over the asset allocation for the scheme.

18. Non Current Asset Held for Sale

In May 2011 the Group announced it had entered into a conditional agreement to dispose of its 50% interest in King of Prussia Associates, the owner of the King of Prussia shopping mall in the United States. Prior to commencing the disposal process, this investment was classified as an equity accounted investment (joint venture) by the Group. The transaction was completed in August 2011.

	June 2012	June 2011
	A\$m	A\$m
King of Prussia Associates	–	496.5

Note	June 2012 A\$m	June 2011 A\$m
19. Trade and Other Payables
Current
Trade creditors	1,846.7	1,651.4
Construction revenue – amounts due to customers1 11b	1,084.2	1,087.5
Unearned premium reserve2	2.7	3.1
Insurance claim reserve2	12.2	19.8
Related parties	78.4	65.2
Retentions and deferred payments	364.9	324.2
Other	76.7	111.9
Total current	3,465.8	3,263.1
Non Current
Insurance claim reserve2	23.9	30.7
Related parties		4.3
Retentions and deferred payments	419.0	438.8
Other	149.3	152.0
Total non current	592.2	625.8
Total trade and other payables	4,058.0	3,888.9

20. Resident and Accommodation Bond Liabilities

Current
Gross resident liabilities	2,575.5	2,446.1
Deferred management fees receivable on owned sites	(325.2)	(368.4)
Total resident liabilities3	2,250.3	2,077.7
Accommodation bond liabilities	172.6	153.7
Total resident and accommodation bond liabilities4	2,422.9	2,231.4

1 Represents construction contracts where the total progress billings issued to clients (together with foreseeable losses if applicable) on a project exceed the costs incurred to date plus recognised profit on the contract.

2 Unearned premium and insurance claim reserves relate to Lend Lease's wholly owned special purpose captive insurance subsidiary. The 'cost' of the liability for outstanding claims (insurance claim reserves) is measured as the current estimate of the present value of expected future payments against claims incurred at the reporting date under insurance contracts issued by the special purpose captive insurance subsidiary. These expected future payments are discounted using a risk-free rate.

3 For retirement village properties, deferred management fees receivable on owned sites are offset against the gross resident liabilities as these amounts are settled net in the same transaction.

4 Resident and accommodation bond liabilities are required to be classified as current liabilities under Australian Accounting Standards, as residents may depart the accommodation at any time, notwithstanding that history has shown that residents stay for an average period of 11 years (30 June 2011: 11 years) in independent living units (ILU), six years (30 June 2011: seven years) in serviced apartments (SA) and three years (30 June 2011: three years) in aged care facilities. Retirement village total resident liabilities of A\$2,250.3 million (30 June 2011: A\$2,077.7 million), which is net of deferred management fees receivable, are repayable out of the amounts paid to the Group by incoming retirement village residents for the right to occupy retirement living and aged care properties (comprising both ILU and SA). The gross value of these retirement living properties, which are classified as non current assets, was A\$3,211.4 million at 30 June 2012 (30 June 2011: A\$2,965.3 million) (refer Note 13 'Investment Properties'). The fair value of retirement living properties was A\$912.5 million (30 June 2011: A\$825.3 million), representing the gross investment property value, less resident liabilities and related deferred revenue.

	June 2012 A\$m	June 2011 A\$m
21. Borrowings and Financing Arrangements
a. Borrowings – Measured at Amortised Cost
Current
Commercial notes	100.0	–
Non Current
Commercial notes	677.2	735.0
Bank credit facilities	579.9	958.9
Total non current	1,257.1	1,693.9
Total borrowings	1,357.1	1,693.9
b. Finance Facilities
The Group has access to the following lines of credit:
Commercial Notes
Facility available	777.2	735.0
Amount of facility used	(777.2)	(735.0)
Amount of facility unused	–	–
Bank Credit Facilities
Facility available	1,786.8	1,756.9
Amount of facility used	(579.9)	(958.9)
Amount of facility unused	1,206.9	798.0
Bank Overdrafts
Facility available	35.6	17.7
Amount of facility used
Amount of facility unused	35.6	17.7

Commercial notes include £300.0 million of 6.125% annual coupon guaranteed notes due 12 October 2021 that were issued in October 2006 in the UK public bond market and US\$300.0 million of guaranteed senior notes at 5.75% (all in rate) issued in the US private placement debt market maturing in October of 2012, 2015 and 2017.

Bank credit facilities include a committed bank facility maturing in July 2013 of £360.0 million (A\$580.6 million) in the UK which was undrawn at 30 June 2012, a A\$975.0 million committed bank facility maturing in July 2014 (A\$595.0 million) and July 2016 (A\$380.0 million) which was drawn to A\$350.0 million at 30 June 2012, and a fully drawn A\$225.0 million term facility maturing in December 2015.

On 24 July 2012, the Group issued S\$275.0 million (A\$211.6 million) of Singapore dollar denominated senior unsecured notes, maturing in July 2017.

The bank overdraft facilities may be drawn at any time and are repayable on demand.

Consistent with prior years, the Group has not defaulted on any obligations of principal or interest in relation to its borrowing and financing arrangements and other financial liabilities (refer Note 23 'Other Financial Liabilities').

Refer to Note 30c 'Interest Rate Risk' and Note 30d 'Liquidity Risk' for analysis of the management of the Group's interest rate risk and liquidity risk respectively.

The following schedule profiles the borrowings by currency and interest exposure.

		Interest Exposure			Currency
	Fixed A\$m	Floating A\$m	Total A\$m	A\$ A\$m	US\$ A\$m	£ A\$m	Total A\$m
June 2012
Less than one year	100.0		100.0		100.0		100.0
Between one and five years	174.6	571.0	745.6	571.0	174.6		745.6
More than five years	502.6	8.9	511.5		25.0	486.5	511.5
Total	777.2	579.9	1,357.1	571.0	299.6	486.5	1,357.1
June 2011
Less than one year
Between one and five years	256.5	816.6	1,073.1	585.8	256.5	230.8	1,073.1
More than five years	478.5	142.3	620.8	133.8	23.4	463.6	620.8
Total	735.0	958.9	1,693.9	719.6	279.9	694.4	1,693.9

	June 2012 A\$m	June 2011 A\$m
22. Provisions
Current
Employee benefits	185.1	177.6
Maintenance and warranty1	17.5	16.0
Restructure (including employee terminations)	17.6	31.3
Other	56.4	37.1
Total current	276.6	262.0
Non Current
Employee benefits	27.3	24.1
Other	47.5	50.1
Total non current	74.8	74.2
Total provisions	351.4	336.2
Reconciliations Reconciliations of the carrying amounts of each class of provision, except for
employee benefits, are as follows:
Current
Maintenance and Warranty
Carrying amounts at beginning of financial year	16.0	19.3
Provisions raised/(written back) during financial year	6.4	(4.0)
Payments made during financial year	(7.4)	(1.0)
Effect of foreign exchange rate/other movements Carrying amount at end of financial year	2.5 17.5	1.7 16.0
Restructure (Including Employee Terminations) Carrying amounts at beginning of financial year	31.3	22.4
Provisions raised during financial year	10.6	37.2
Payments made during financial year	(26.2)	(27.2)
Effect of foreign exchange rate/other movements	1.9	(1.1)
Carrying amount at end of financial year	17.6	31.3
Other
Carrying amounts at beginning of financial year	37.1	52.8
Provisions raised during financial year	18.3	23.0
Payments made during financial year	(8.7)	(33.2)
Effect of foreign exchange rate/other movements	9.7	(5.5)
Carrying amount at end of financial year	56.4	37.1
Non Current
Other
Carrying amounts at beginning of financial year	50.1	70.1
Provisions raised during financial year Payments made during financial year	0.4 (1.9)	(12.3)
Effect of foreign exchange rate/other movements	(1.1)	(7.7)
Carrying amount at end of financial year	47.5	50.1

1 Represents maintenance and warranty provisions to cover specific or estimated claims that arise due to defects or legal disputes in relation to completed projects. The timing of the utilisation of these provisions varies across each completed project.

	June 2012 A\$m	June 2011 A\$m
23. Other Financial Liabilities
Current
Derivatives (measured at fair value)
Forward foreign exchange contracts	4.1	4.1
Interest rate swap contracts	18.9	6.7
Finance leases	33.8	26.3
Total current	56.8	37.1
Non Current
Bluewater lease liability (measured at amortised cost)	132.5	126.4
Finance leases	89.7	75.0
Total non current	222.2	201.4
Total other financial liabilities	279.0	238.5

	Lend Lease Corporation Limited June 2012 June 2011				June 2012	Lend Lease Trust	June 2011
	No. of Shares		No. of Shares		No. of Units		No. of Units
	m	A\$m	m	A\$m	m	A\$m	m	A\$m
24. Issued Capital and Treasury Securities
Issued Capital
Issued capital at beginning of financial year	570.9	2,063.7	565.6	2,019.2	570.9	0.6	565.6	0.6
Transactions with owners for the year:
Equity issue (net of transaction costs)				(0.7)
Distribution Reinvestment Plan	1.9	13.9	5.3	45.2	1.9		5.3
Issued capital at end of financial year	572.8	2,077.6	570.9	2,063.7	572.8	0.6	570.9	0.6

Issuance of Securities

As at 30 June 2012, the Group had 572.8 million stapled securities on issue equivalent to the number of Lend Lease Corporation shares and Lend Lease Trust units on issue as at that date. The issued units of Lend Lease Trust are not owned by the Company and are therefore presented as non controlling interests in the consolidated statement of financial position within equity.

Security Accumulation Plans

The Group's Distribution Reinvestment Plan ('DRP') was reactivated in February 2011. The last date for receipt of an election notice for participation in the DRP is 11 September 2012. The issue price is the arithmetic average of the daily volume weighted average price of Lend Lease stapled securities traded (on the Australian Securities Exchange) for the period of five consecutive business days immediately following the record date for determining entitlements to distribution. If that price is less than 50 cents, the issue price will be 50 cents. Stapled securities issued under the DRP rank equally with all other stapled securities on issue.

Terms and Conditions

Issued capital for Lend Lease Corporation Limited comprises ordinary shares fully paid.

A stapled security represents one share in the Company stapled to one unit in Lend Lease Trust.

Stapled securityholders have the right to receive declared dividends from the Company and distributions from Lend Lease Trust and are entitled to one vote per stapled security at securityholders' meetings. Ordinary stapled securityholders rank after all creditors in repayment of capital.

The Group does not have authorised capital or par value in respect of its issued stapled securities.

	No. of	Lend Lease Corporation Limited June 2012		June 2011 No. of		Lend Lease Trust June 2012 No. of		June 2011
	Shares		Shares		Units		Units
	m	A\$m	m	A\$m	m	A\$m	m	A\$m
24. Issued Capital and Treasury Securities continued
Treasury Securities1
Balance at beginning of financial year Transactions with owners for the year:	30.9	83.3	29.9	74.4	30.9		29.9
Treasury securities acquired	6.3	50.0	1.9	16.3	6.3		1.9
Treasury securities vested	(3.3)	(22.3)	(0.9)	(7.4)	(3.3)		(0.9)
Balance at end of financial year	33.9	111.0	30.9	83.3	33.9	–	30.9	–

1 Represents unallocated Lend Lease stapled securities held by employee benefit vehicles, including employee security plans, which Lend Lease sponsors. The value reflects the original historical cost to the Group. The consolidated balance represents the Company shares which are disclosed in the statement of financial position as treasury securities as a reduction of equity. The Lend Lease Trust balance is disclosed in the statement of financial position within non controlling interests attributable to unitholders of Lend Lease Trust.

	Note	June 2012 A\$m	June 2011 A\$m
25. Reserves
Fair Value Revaluation Reserve
Opening balance at beginning of financial year		39.9	37.8
Comprehensive income for the year
Revaluation gain recognised in equity Revaluation gain transferred to income statement on asset disposal		4.6 (23.2)	2.6
Effect of foreign exchange rate/other movements		0.3	(0.5)
Closing balance at end of financial year	25a	21.6	39.9
Hedging Reserve
Opening balance at beginning of financial year		(45.4)	(88.2)
Comprehensive income for the year
Movements attributable to effective cash flow hedges		(45.0)	(10.0)
Hedging loss transferred to income statement on asset disposal		10.8	35.7
Effect of foreign exchange rate/other movements		(9.3)	17.1
Closing balance at end of financial year	25b	(88.9)	(45.4)
Foreign Currency Translation Reserve
Opening balance at beginning of financial year		(242.8)	(80.5)
Comprehensive income for the year
Foreign currency translation loss transferred to income statement on asset
disposal		7.4
Movements attributable to translation of foreign operations		44.8	(162.3)
Closing balance at end of financial year	25c	(190.6)	(242.8)
Non Controlling Interest Acquisition Reserve
Opening balance at beginning of financial year		(86.3)	(110.9)
Comprehensive income for the year
Effect of foreign exchange rate/other movements		(3.2)	24.6
Closing balance at end of financial year	25d	(89.5)	(86.3)
Other Reserve
Opening balance at beginning of financial year		111.7	110.4
Transaction with owners for the year
Effect of foreign exchange rate/other movements			1.3
Closing balance at end of financial year	25e	111.7	111.7
Equity Compensation Reserve
Opening balance at beginning of financial year		60.1	48.0
Transactions with owners for the year
Movements attributable to allocation and vesting of securities		1.9	12.1
Closing balance at end of financial year	25f	62.0	60.1
Other Compensation Reserve
Balance at beginning and end of financial year	25g	54.4	54.4
Total reserves		(119.3)	(108.4)

25. Reserves continued

Nature and Purpose of Reserves

a. Fair Value Revaluation Reserve

Unrealised gains or losses arising from changes in the fair value (and foreign exchange rate movements) of non monetary securities classified as available for sale financial assets are recognised in the fair value revaluation reserve. Amounts are recognised in the income statement when the associated securities are sold, redeemed or impaired.

b. Hedging Reserve

The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments relating to hedged transactions that have not occurred.

c. Foreign Currency Translation Reserve

The foreign currency translation reserve recognises the foreign currency differences, net of income tax, arising from the translation of foreign operations, the translation of transactions that hedge the Group's net investment in a foreign operation, or the translation of foreign currency monetary items forming part of the net investment in a foreign operation.

d. Non Controlling Interest Acquisition Reserve

The non controlling interest acquisition reserve arises from the additional acquisition of non controlling interests, subsequent to obtaining control of the acquired entity. The reserve represents the premium on the cost of acquisition over the fair value of the Group's share of the net identifiable assets of the acquired entity.

e. Other Reserve

Other reserve includes realised capital profits on the disposal of assets which did not attract capital gains tax. In addition, gains realised by Lend Lease sponsored employee security plans upon renouncing their rights to participate in the Group's single bookbuild accelerated renounceable entitlement offer in March 2010 have been recognised in other reserve.

f. Equity Compensation Reserve

The fair value of equity settled share-based compensation is recognised in the income statement and the equity compensation reserve over the vesting period of the underlying grant. Additionally, unallocated Lend Lease securities held by consolidated employee benefit vehicles that are used to meet equity related employee arrangements are recognised in the equity compensation reserve at their original historic cost to the Group.

g. Other Compensation Reserve

Unallocated Lend Lease securities held by consolidated employee benefit vehicles that are used to cash settle certain share based payment arrangements are recognised in the other compensation reserve at their original historic cost to the Group. On allocation, the securities are revalued to their current market value against the income statement. Following the distribution of the proceeds to the beneficiary, the difference between the original cost of the securities and the market value is recognised in retained earnings as a 'gain/(loss) on utilisation of treasury securities'.

26. Contingent Liabilities

The Group has the following contingent liabilities:

There are a number of legal claims and exposures that arise from the normal course of business. There is significant uncertainty as to whether a future liability will arise in respect of these items. The amount of liability, if any, that may arise cannot be measured reliably at this time. The Directors are of the opinion that all known liabilities have been brought to account and that adequate provision has been made for any anticipated losses.

In certain circumstances, the Company guarantees the performance of particular Group entities in respect of their obligations. This includes bonding and bank guarantee facilities used primarily by the Construction business as well as performance guarantees for certain Development business commercial built-form developments. These guarantees are provided in respect of activities that occur in the ordinary course of business and any known losses in respect of the relevant contracts have been brought to account.

A contingent liability exists in relation to the Lend Lease Retirement Benefit Fund. This is disclosed in detail in Note 33b 'Lend Lease Employee Benefit Vehicles'.

In September 2004, a class action was filed against a number of parties who responded to the World Trade Center emergency and debris removal following the events of 9/11. The action was brought against more than 50 defendants, including the City of New York and Lend Lease (US) Construction LMB Inc. formerly known as Bovis Lend Lease LMB, Inc. ('LL LMB') (a subsidiary of Lend Lease). Judge Alvin K Hellerstein of the United States Federal Court for the Southern District of New York refused to certify the class action and as such the litigation proceeds as a consolidated action by individual claimants. The number of claimants who have brought proceedings against LL LMB is approximately 16,337 (comprising 9,845 first named claimants and 6,492 derivative claimants – for example, spouses).

LL LMB is one of the beneficiaries of the approximately US\$1.0 billion captive insurance policy (administered by the WTC Captive) established by the US Congress to protect the City of New York and its contractors against liabilities that may arise from the clean-up. LL LMB and other defendants have also benefited from certain project specific insurance.

On 23 June 2010, Judge Hellerstein signed an 'Order Approving Modified and Improved Agreement of Settlement'. The settlement agreement (as amended from the agreement announced on 12 March 2010) between counsel representing the claimants in these proceedings, the WTC Captive and counsel representing the defendants insured by the WTC Captive (including LL LMB) requires the WTC Captive to contribute a total of US\$712.5 million (plus US\$3.5 million in administrative costs), subject to certain conditions. The agreement does not impose any financial obligations on LL LMB. The settlement became fully effective on 5 January 2011 upon the signing by the parties of the Affirmation of Final Settlement recognising that more than 95% of the plaintiffs who have brought claims against the defendants insured by the WTC Captive have accepted the settlement terms and have 'opted in' to the settlement, and all other necessary conditions have been satisfied.

Additionally, on 2 January 2011, the US President signed the James Zadroga 9/11 Health and Compensation Act of 2010 into law. Among other things, this legislation reopens the September 11th Victim Compensation Fund, such that current claimants may also now be eligible to seek compensation from the United States government. The Act also limits the liability of the City of New York and various contractors, including LL LMB, for claims related to the clean-up operations.

Following the 23 June 2010 settlement and the implementation of the Zadroga Act, as at 7 August 2012, there were 1,195 remaining claims, of which 37 name a WTC Captive insured. Of those 37, eight name LL LMB as a defendant. LL LMB may still need to defend the eight claims made by plaintiffs, who did not opt into the settlement, or who were ineligible or otherwise declined to participate in the re-opened Victim Compensation Fund. LL LMB may also need to defend any new claims that may be filed by plaintiffs who bring new claims against LL LMB. To establish any liability on the part of LL LMB, the claimants must prove that LL LMB owed them a duty of care, breached that duty, and that their injuries were caused by the conduct of LL LMB. Any such litigation therefore would still need to proceed through a number of stages before any liability could attach to LL LMB. While any liability of LL LMB for present claims will be covered by insurance, it is not possible to quantify any future claims at this stage. It is also not possible at this time to ascertain how the limitation of liability in the Zadroga Act will apply to any particular claim against LL LMB going forward but, as to contractors such as LL LMB, the Act limits liability to those amounts remaining in the WTC Captive Insurance Company plus any insurance coverage that was available and applicable on 11 September 2001 for the particular contractor.

In April 2009, LL LMB received a subpoena from the New York County District Attorney's Office (DA's Office). In May 2009, LL LMB and Bovis Lend Lease Interiors, Inc. received a second subpoena from the US Attorney's Office for the Eastern District of New York (EDNY). The subpoenas related to investigations being conducted by the EDNY and the DA's Office in response to allegations regarding, among other things, payroll and billing practices on construction projects. In early 2011, LL LMB was advised the investigation by the EDNY expanded to include LL LMB's use of minority-owned business enterprises. On 23 April 2012, LL LMB agreed to a resolution with the EDNY and the DA's Office to conclude the criminal investigations. As part of that resolution, LL LMB agreed to enter into a Deferred Prosecution Agreement ('Agreement'), for a two year term. Payments to be made in connection with the agreement have been fully provided for at 30 June 2012.

26. Contingent Liabilities continued

In July 2011, LL LMB received a Civil Investigative Demand (CID) from the US Attorney's Office for the Southern District of New York (SDNY) regarding the labour billing practices on federally funded construction projects. The CID relates to the same investigation into billing and labor foreman compensation practices as the EDNY criminal investigation; however, it is limited to federally funded projects and is civil in nature. LL LMB is cooperating with the authorities in their investigations. Until the SDNY investigation is complete, it is not possible to quantify what the financial consequences associated with this matter will be. Lend Lease has engaged independent advisers to conduct a review of LL LMB's exposure and has recognised a provision to cover legal costs and make good payments.

On 17 July 2012, the Company's attorneys were contacted by the New York State Attorney General's ('NYSAG') Office, seeking further information concerning the same investigations by the EDNY and SDNY referred to above with respect to New York State projects. The Company intends to cooperate with the inquiry by the NYSAG's Office, but at this stage the discussions are very preliminary, and it is not possible to quantify what the financial consequences associated with this matter will be.

27. Consolidated Entities

a. Investments in Consolidated Entities

The material consolidated entities of the Group listed below were wholly owned during the current and prior year.

Parent Entity

Lend Lease Corporation Limited

Australia Asia

Abigroup Limited Lend Lease Singapore Pty Limited1 Baulderstone Holdings Pty Limited Americas Lend Lease Communities (Australia) Limited Lend Lease (US) Construction Holdings, Inc. Lend Lease Construction Australia Holdings Pty Limited Lend Lease (US) Construction, Inc. Lend Lease Development Pty Limited Lend Lease (US) Construction, LMB, Inc. Lend Lease Finance Limited ML Bovis Holdings Limited Lend Lease International Pty Limited Lend Lease (US) Public Partnerships, LLC Lend Lease Millers Point Trust Lend Lease (US) Holdings, Inc. Lend Lease Primelife Limited Lend Lease Americas Holdings, Inc. Lend Lease Project Management and Construction (Australia) Pty Limited Lend Lease Real Estate Investments Limited Lend Lease Securities and Investment Pty Limited Lend Lease Trust Europe

Lend Lease (US) Services, Inc. Lend Lease (US) Capital, Inc.

Lend Lease Construction Holdings (EMEA) Limited Bovis Lend Lease International Limited Lend Lease Construction (EMEA) Limited Bovis Lend Lease Overseas Holdings Limited Blueco Limited Lend Lease Europe Holdings Limited Lend Lease Europe Limited Lend Lease Infrastructure (EMEA) Limited Lend Lease Residential Group (EMEA) Limited Lend Lease Residential (GC) plc Lend Lease Europe Finance plc

1 Lend Lease Singapore Pty Limited is incorporated in Singapore.

b. Acquisitions and Disposals

June 2012

During the year there were no acquisitions or disposals of consolidated entities.

		Ownership Interest Acquired %	Date Acquired
June 2011 – Acquisitions
Australia Lend Lease Construction Australia Holdings Pty Limited (formerly Valemus Australia Pty Limited)		100	10 Mar 11
Americas The DASCO Companies LLC		100	17 Feb 11
	Consideration Received A\$m	Ownership Interest Disposed %	Date Disposed
June 2011 – Disposals
Australia LLD (Coolum Western) Pty Limited Coeur de Lion Holdings Pty Limited	13.4 5.0	100 50	23 Dec 10 23 Dec 10

28. Segment Reporting

The segment results are discussed and analysed in the Management Discussion and Analysis of Financial Condition and Results of Operations (MD&A) included with this report.

The Group operates a regional management structure focused on four major geographic regions: Australia, Asia, Europe and the Americas. The Group has identified these operating segments based on the internal reports that are reviewed and used by the Group Chief Executive Officer and Managing Director (the chief operating decision maker) in assessing performance and in determining the allocation of resources.

The regional business units operate across four lines of business, as follows.

Development

The Development business operates in all four major geographic regions and is involved in the development of masterplanned urban communities, inner-city mixed-use developments, apartments, retail, commercial and the retirement living and aged care sector.

Construction

The Construction business operates in all four major geographic regions providing project management, engineering and construction services.

Investment Management

The Investment Management business operates in Australia, Asia and Europe and provides real estate investment management, retail property management and asset management services. This business includes the Group's ownership interests in property investments held directly or indirectly through investments in the Group's managed funds.

Infrastructure Development

The Infrastructure Development business operates in Australia, Europe and the Americas and manages and invests in public private partnership projects.

Segment performance is based on operating profit after tax. Operating profit after tax is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain reportable segments relative to other entities that operate within these industries. The Group does not consider corporate activities to be an operating segment. Financial information regarding the performance of each reportable segment and a reconciliation of these reportable segments to the financial statements is included below.

	Operating Result Before Tax Income Tax Expense			Operating Result After Tax
	June 2012 A\$m	June 2011 A\$m	June 2012 A\$m	June 2011 A\$m	June 2012 A\$m	June 2011 A\$m
Australia	435.6	359.2	(5.7)	(77.8)	429.9	281.4
Asia	115.2	54.0	(9.0)	(7.9)	106.2	46.1
Europe	124.0	156.0	(22.1)	(18.6)	101.9	137.4
Americas	79.4	246.5	(43.4)	(89.9)	36.0	156.6
Total segment	754.2	815.7	(80.2)	(194.2)	674.0	621.5
Reconciling items
Corporate activities	(228.8)	(195.7)	62.0	59.5	(166.8)	(136.2)
Property investment revaluations	(4.8)	10.7	(1.0)	(3.2)	(5.8)	7.5
Statutory result attributable to securityholders	520.6	630.7	(19.2)	(137.9)	501.4	492.8
Other non controlling interests	1.9	0.8	(0.2)	(0.4)	1.7	0.4
Statutory result	522.5	631.5	(19.4)	(138.3)	503.1	493.2

28. Segment Reporting continued

The following tables set out other financial information by reportable segment.

	Segment Revenue June 2012 A\$m	Interest Revenue June 2012 A\$m	Interest Expense June 2012 A\$m	Share of Results EAI1 June 2012 A\$m	Depreciation and Amortisation June 2012 A\$m	Material Non Cash Items2 June 2012 A\$m	Non Current Segment Assets3 June 2012 A\$m	Group Total Assets June 2012 A\$m
Australia	7,411.3	1.8	(0.3)	141.0	(66.7)	(131.2)	6,470.6	8,801.3
Asia4	740.9			32.9	(0.7)	(3.6)	193.5	534.0
Europe5	1,325.5	16.8	(1.0)	6.2	(4.7)	(9.1)	1,000.7	1,560.1
Americas	2,088.1			2.7	(2.9)	(19.2)	313.5	859.5
Total segment	11,565.8	18.6	(1.3)	182.8	(75.0)	(163.1)	7,978.3	11,754.9
Corporate activities	43.9	38.6	(111.9)	–	(2.4)	(32.1)	81.0	689.2
Statutory result	11,609.7	57.2	(113.2)	182.8	(77.4)	(195.2)	8,059.3	12,444.1

	Segment Revenue June 2011 A\$m	Interest Revenue June 2011 A\$m	Interest Expense June 2011 A\$m	Share of Results EAI1 June 2011 A\$m	Depreciation and Amortisation June 2011 A\$m	Material Non Cash Items2 June 2011 A\$m	Non Current Segment Assets3 June 2011 A\$m	Group Total Assets June 2011 A\$m
Australia	5,099.5	2.5		66.7	(31.1)	(66.2)	5,910.0	8,200.9
Asia4	422.3			25.2	(0.3)	(6.2)	297.5	532.9
Europe5	1,488.5	18.7	(1.6)	(7.4)	(10.0)	(18.8)	1,095.6	1,649.3
Americas	1,934.7			225.5	(3.1)	(13.2)	262.4	1,462.2
Total segment	8,945.0	21.2	(1.6)	310.0	(44.5)	(104.4)	7,565.5	11,845.3
Corporate activities	69.1	57.6	(113.4)	–	(7.6)	23.2	66.2	303.7
Statutory result	9,014.1	78.8	(115.0)	310.0	(52.1)	(81.2)	7,631.7	12,149.0

1 Equity accounted investments.

2 The material non cash items relate to impairments and provisions raised or written back, unrealised foreign exchange movements and investment property fair value gains or losses.

3 Non current segment assets exclude deferred tax assets, financial instruments and pension assets, and are based on the geographical location of assets.

4 The majority of revenue and non current assets from Asia are attributable to Singapore. 5 The majority of revenue and non current assets from Europe are attributable to the UK.

Line of Business

The analysis of revenue by line of business is as follows.

	Revenue
	June 2012 A\$m	June 2011 A\$m
Development	563.0	754.6
Construction	10,475.8	7,861.2
Investment Management	336.6	171.7
Infrastructure Development	190.4	157.5
Total segment	11,565.8	8,945.0
Corporate Activities	43.9	69.1
Total revenue	11,609.7	9,014.1

No revenue from transactions with a single external customer amount to 10% or more of the Group's revenue.

29. Capital Risk Management

The Group assesses capital management as part of its broader strategic plan. The Group focuses on interrelated financial parameters, including return on equity, earnings growth and borrowing capacity. The Group also monitors its gearing ratio, interest coverage ratio and weighted average cost of debt. These are all taken into account when the Group makes decisions on how to invest its capital and evaluate its existing investments.

The Group's capital includes total equity, borrowings and other interest bearing liabilities. When investing capital, the Group's objective is to deliver strong total securityholder returns and to maintain an investment-grade credit rating by maintaining an appropriate financial profile. The S&P/Moody's long term credit rating at 30 June 2012 is BBB-/Baa3 (June 2011: BBB-/Baa3). The Group was also in compliance with its financial covenants in respect of its borrowing facilities.

The capital structure of the Group can be changed by equity issuance, paying distributions to securityholders, the distribution reinvestment plan and changing the level of debt.

30. International Currency Management and Financial Instruments

The Group operates across numerous jurisdictions and markets. The Lend Lease Financial Markets Risk Committee oversees the management of the Group's foreign currency, credit, interest rate and liquidity risk exposures, within the parameters of a Board approved policy. The Lend Lease Risk Management and Audit Committee maintains a Group-wide framework for risk management and reviews issues of material risk exposure.

a. Foreign Currency

Foreign Currency Risk

Foreign currency risk is the risk in local currency terms that the value of a financial commitment or a recognised asset or liability, will fluctuate due to changes in foreign currency exchange rates.

The Group is exposed to foreign currency risk primarily from foreign currency earnings, net investments in foreign operations, and transactions settled in foreign currency. The Group manages these exposures using both physical (this includes borrowings in the relevant foreign currency which act as a natural hedge for the net investments held in these foreign currencies) and derivative financial instruments (mainly forward foreign exchange contracts) to hedge foreign currency exposures. Speculative trading is not permitted.

The Group currently applies hedge accounting under AASB 139 Financial Instruments: Recognition and Measurement on a very limited basis as the majority of forward foreign exchange contracts relate to cross border intercompany loans and transactions which mainly net off in the income statement. The Group has minimal hedges designated as fair value and cash flow hedges (refer to Note 1.22 'Derivative Financial Instruments and Hedging Activities' for the accounting treatment of such hedges).

Net Investments in Foreign Operations

Net investments in foreign operations are exposed to foreign currency translation risk. Foreign currency gains and losses arising from translation of net investments in foreign operations are recognised in the Foreign Currency Translation Reserve until realised. The Group does not generally use derivatives to hedge net investments in foreign operations.

The net asset exposure by currency is detailed below.

June 2012	AUD m	USD m	GBP m	SGD m	EUR m	NZD m	Other m
Net asset exposure (local currency)	3,218.0	(304.6)	203.7	329.7	101.5	251.8	80.8
June 2011
Net asset exposure (local currency)	2,585.8	66.0	113.7	410.6	100.1	369.3	84.0

30. International Currency Management and Financial Instruments continued

a. Foreign Currency continued

Foreign Currency Derivatives (Not Hedge Accounted)

The Group's foreign exchange derivative contracts held at reporting date to hedge specific foreign currency exposures are as follows.

	Weighted Average Exchange Rate		Gross Receivable/(Payable) Under Contracts
	June 2012 (A\$1=)	June 2011 (A\$1=)	June 2012 A\$m	June 2011 A\$m
Contracts to (buy)/sell the following currencies at an agreed exchange rate:
buy GBP	0.64	0.66	(77.1)	(59.0)
sell GBP	0.63	0.65	298.3	117.2
buy USD	1.00	1.05	(468.6)	(365.6)
sell USD	1.01	1.07	83.6	32.2
buy EUR	0.80	0.76	(18.0)	(24.7)
sell EUR	0.79	0.75	61.4	59.0
buy SGD	1.27	1.29	(37.2)	(38.7)
buy New Zealand dollars	1.28		(13.7)
sell New Zealand dollars		1.30		201.7
buy Canadian dollars		1.02		(3.1)
sell Canadian dollars	1.01	1.03	6.9	8.8
Total			(164.4)	(72.2)

All contracts to buy or sell foreign currency mature within one year.

Sensitivity Analysis

The sensitivity analysis of the Group's Australian dollar denominated income statement and balance sheet to foreign currency movements is based on a 10% fluctuation (June 2011: 10% fluctuation) on the average rates during the financial year and the spot rate at balance date respectively. This analysis assumes that all other variables, in particular interest rates, remain constant, and excludes the effects of the foreign exchange contracts above.

A 10% movement in the average foreign exchange rates would have impacted the Group's profit after tax as follows.

	10% Weakening Increase/(Decrease) in Profit After Tax		10% Strengthening Increase/(Decrease) in Profit After Tax
	June 2012 A\$m	June 2011 A\$m	June 2012 A\$m	June 2011 A\$m
USD	2.8	14.9	(2.6)	(13.7)
GBP	6.2	12.6	(6.0)	(10.2)
SGD	10.8	5.8	(9.7)	(5.1)
EUR	0.2	(1.5)	(0.3)	1.2
	20.0	31.8	(18.6)	(27.8)

A 10% movement in the foreign exchange spot rates at balance date would have impacted the Group's net assets as follows.

	10% Weakening		10% Strengthening
	Increase/(Decrease) in Net Assets		Increase/(Decrease) in Net Assets
	June 2012 A\$m	June 2011 A\$m	June 2012 A\$m	June 2011 A\$m
USD	(30.1)	7.1	27.7	(5.8)
GBP	35.3	17.8	(28.9)	(17.0)
SGD	25.0	31.1	(24.5)	(27.9)
EUR	12.9	14.2	(12.1)	(11.6)
NZD	20.4	28.0	(18.1)	(25.1)
	63.5	98.2	(55.9)	(87.4)

30. International Currency Management and Financial Instruments continued

b. Credit Risk

Credit risk represents the risk that a counterparty will not be able to complete its obligations in respect of a financial instrument, resulting in a financial loss to the Group. The Group has exposure to credit risk from recognised financial assets.

The maximum exposure to credit risk at balance date on financial instruments recognised in the balance sheet (excluding investments of the Group) equals the carrying amount, net of any impairment.

The Group has no significant concentrations of credit risk on either a geographic or industry specific basis and has policies in place so that sales of products and services are made to customers with an appropriate credit history.

Credit risk on financial instruments is managed under a Board approved credit policy that determines acceptable counterparties. Derivative counterparties and cash deposits are limited to recognised financial intermediaries with a minimum investment-grade credit rating as determined by a recognised rating agency. The policy sets out credit limits for each counterparty based on these ratings.

There was no impairment recorded during the year against other financial assets (June 2011: A\$1.2 million).

Refer to Note 10 'Loans and Receivables' for information relating to impairment on loans and receivables.

Collateral

In certain circumstances, the Group will hold either financial or non financial assets as collateral to further mitigate the potential credit risk on selected transactions. During the current and prior year, the Group did not hold financial or non financial assets as collateral. At any point in time, the Group will hold other collateral such as bank guarantees and performance bonds to mitigate potential credit risk as a result of default by a counterparty or otherwise.

c. Interest Rate Risk

Interest rate risk is the risk that the value of a financial instrument or cash flow associated with the instrument will fluctuate due to changes in market interest rates. The Group uses physical and derivative financial instruments to assist in managing its interest rate risk. Speculative trading is not permitted.

The Group's exposure to interest rate risk on its financial assets and liabilities is set out as follows.

	Carrying Amount
	June 2012 A\$m	June 2011 A\$m
Fixed Rate
Financial assets	149.4	220.7
Financial liabilities	(1,253.8)	(1,235.6)
	(1,104.4)	(1,014.9)
Variable Rate
Financial assets	869.8	1,043.3
Financial liabilities	(731.3)	(1,103.9)
	138.5	(60.6)

Sensitivity Analysis

At 30 June 2012 it is estimated that an increase of one percentage point in interest rates would have increased the Group's profit after tax and retained earnings by A\$3.9 million (June 2011: A\$5.0 million increase in the Group's profit after tax and retained earnings). A one percentage point decrease in interest rates would have decreased the Group's profit after tax and retained earnings by A\$3.8 million (June 2011: A\$3.9 million decrease in the Group's profit after tax and retained earnings). The increase or decrease in interest income/expense is proportional to the increase or decrease in interest rates. Interest rate derivatives have been included in this calculation.

30. International Currency Management and Financial Instruments continued

d. Liquidity Risk

Liquidity risk is the risk of having insufficient funds to settle financial liabilities as and when they fall due. This includes having insufficient levels of committed credit facilities.

The Group aims to manage its liquidity risk exposure by maintaining sufficient levels of cash and committed credit facilities to meet financial commitments as and when they fall due.

Liquidity risk is reduced through prudent cash management, which ensures sufficient levels of cash are maintained to meet working capital requirements. It also allows flexibility of liquidity by matching maturity profiles of short term investments with cash flow requirements, and timely review and renewal of credit facilities.

The Group's main liquidity risk is the ability to refinance its current borrowings; at 30 June 2012 A\$100.0 million of the A\$1,357.1 million in borrowings were current. On 24 July 2012, the Group issued S\$275.0 million (A\$211.6 million) of Singapore dollar denominated senior unsecured notes, maturing in July 2017.

As disclosed in Note 26 'Contingent Liabilities', in certain circumstances the Company guarantees the performance of particular Group entities in respect of their obligations including bonding and bank guarantees. Issued bank guarantees have cash collateralisation requirements if the bank guarantee facility is not renewed by the provider. At 30 June 2012, the Group does not anticipate a significant liquidity risk in relation to these facilities in the next 12 months.

The Group has provided collateral of A\$4.6 million (June 2011: A\$16.2 million) against letter of credit facilities.

The following are the contractual cash flow maturities of financial liabilities including estimated interest payments.

	Note	Carrying Amount A\$m	Contractual Cash Flows A\$m	Less than One Year A\$m	One to Two Years A\$m	Two to Five Years A\$m	More than Five Years A\$m
June 2012
Non Derivative Financial Liabilities
Trade and other payables1,2	19	2,875.7	2,966.4	2,373.2	161.8	293.6	137.8
Resident and accommodation bond liabilities3	20	2,422.9	2,422.9	2,422.9
Borrowings and financing arrangements	21	1,357.1	1,843.7	185.3	82.1	907.8	668.5
Other financial liabilities	23	256.0	280.6	45.2	165.6	69.8
Total		6,911.7	7,513.6	5,026.6	409.5	1,271.2	806.3
Derivative Financial Liabilities
Foreign exchange contracts:	23
Outflow		(13.9)	(884.9)	(884.9)
Inflow		9.8	885.6	885.6
Interest rate derivatives:	23
Outflow		(18.9)	(19.7)	(4.1)	(4.2)	(7.7)	(3.7)
Total		(23.0)	(19.0)	(3.4)	(4.2)	(7.7)	(3.7)
June 2011
Non Derivative Financial Liabilities
Trade and other payables1,2	19	2,699.7	2,820.9	2,180.0	128.5	283.4	229.0
Resident and accommodation bond liabilities3	20	2,231.4	2,231.4	2,231.4
Borrowings and financing arrangements	21	1,693.9	2,335.6	97.1	200.5	1,222.0	816.0
Other financial liabilities	23	227.7	251.8	36.1	38.3	175.8	1.6
Total		6,852.7	7,639.7	4,544.6	367.3	1,681.2	1,046.6
Derivative Financial Liabilities
Foreign exchange contracts:	23
Outflow		(9.9)	(718.2)	(718.2)
Inflow		5.8	715.0	715.0
Interest rate derivatives:	23
Outflow		(6.7)	(6.7)	(2.3)	(1.8)	(2.6)
Total		(10.8)	(9.9)	(5.5)	(1.8)	(2.6)	–

1 The carrying amount of trade and other payables excludes A\$1,099.4 million of current and A\$82.9 million of non current amounts (June 2011: A\$1,111.0 million of current and A\$78.2 million of non current amounts) as they do not meet the definition of a financial liability under Australian Accounting Standards.

2 The repayment of these amounts will be funded through collection of outstanding loans and receivables: June 2012: A\$2,204.7 million (June 2011: A\$2,054.3 million). 3 Resident and accommodation bond liabilities are required to be classified as less than one year as any resident may depart at any time. The balance includes

retirement village total resident liabilities of A\$2,250.3 million (June 2011: A\$2,077.7million), which is net of deferred management fees receivable, and is repayable out of the amounts paid to the Group by incoming retirement village residents for the right to occupy retirement living and aged care properties (refer Note 13 'Investment Properties' and Note 20 'Resident and Accommodation Bond Liabilities').

Other contractually committed cash flows the Group is exposed to are detailed in Note 31 'Commitments'.

30. International Currency Management and Financial instruments continued

e. Fair Values of Financial Assets and Liabilities

Financial Instruments

All financial instruments recognised on the balance sheet, including those instruments carried at amortised cost, are recognised at amounts that represent a reasonable approximation of fair value, with the exception of the following borrowings.

			June 2012		June 2011
	Note	Carrying Amount A\$m	Fair Value A\$m	Carrying Amount A\$m	Fair Value A\$m
Liabilities
Current
Commercial notes	21	100.0	100.9
Non Current
Commercial notes	21	677.2	695.9	735.0	750.1

The fair value of commercial notes has been calculated by discounting the expected future cash flows by the appropriate government bond rates and credit margin applicable to the relevant term of the commercial note.

Basis of Determining Fair Value

The determination of fair values of financial instruments that are not measured at cost or amortised cost in the financial report are summarised as follows:

• The fair value of unlisted equity investments is determined based on an assessment of the underlying net assets, future maintainable earnings and any special circumstances pertaining to the particular investment;
• The fair value of unlisted investments in property funds has been determined by reference to the fair value of the underlying properties which are valued by independent appraisers;
• The fair values of other financial assets and financial liabilities (excluding derivative instruments) are determined in accordance with generally accepted valuation techniques; these include the use of recent arm's length transactions, reference to other assets that are substantially the same, and discounted cash flow analysis; and
• The fair value of derivative instruments comprises forward foreign exchange contracts, which are valued using forward rates at balance date, and interest rate swap contracts, which are measured at the present value of future cash flows estimated and discounted based on applicable yield curves derived from quoted interest rates.

Fair Value Measurements

The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

• Level 1: The fair value is determined using the unadjusted quoted price for an identical instrument in an active market for identical assets or liabilities;
• Level 2: The fair value is calculated using predominantly observable market data other than unadjusted quoted prices for an identical instrument; and
• Level 3: The fair value is calculated using inputs that are not based on observable market data.

		Consolidated Carrying Amount
	Note	Level 1 A\$m	Level 2 A\$m	Level 3 A\$m	Total A\$m
June 2012
Financial Assets Available for sale		9.7	0.5	290.2	300.4
Fair value through profit and loss – negotiable instruments		60.9			60.9
Fair value through profit and loss – unlisted equity investments				36.9	36.9
Held to maturity non current receivable				6.2	6.2
Derivatives			6.5		6.5
	14	70.6	7.0	333.3	410.9
Financial Liabilities
Derivatives	23	–	23.0	–	23.0

During the year there were no transfers between Level 1, Level 2 and Level 3 fair value hierarchies.

30. International Currency Management and Financial instruments continued

e. Fair Values of Financial Assets and Liabilities continued

Fair Value Measurements continued

	Consolidated Carrying Amount
	Note	Level 1 A\$m	Level 2 A\$m	Level 3 A\$m	Total A\$m
June 2011
Financial Assets
Available for sale		11.7	0.4	228.4	240.5
Fair value through profit and loss – negotiable instruments		69.6			69.6
Fair value through profit and loss – unlisted equity investments				36.9	36.9
Held to maturity non current receivable				6.7	6.7
Derivatives			12.5		12.5
	14	81.3	12.9	272.0	366.2
Financial Liabilities
Derivatives	23	–	10.8	–	10.8

Reconciliation

Reconciliation of the carrying amount for Level 3 financial instruments is set out as follows.

	Available for Sale June 2012 A\$m	Unlisted Equity Investments June 2012 A\$m	Held to Maturity June 2012 A\$m	Available for Sale June 2011 A\$m	Unlisted Equity Investments June 2011 A\$m	Held to Maturity June 2011 A\$m
Carrying amount at beginning of financial year	228.4	36.9	6.7	240.0	33.7
Additions	26.0			24.6	3.2	6.7
Revaluation gain recognised in other
comprehensive income	7.8			3.1
Effect of foreign exchange rate/other movements	28.0		(0.5)	(39.3)
Carrying amount at end of financial year	290.2	36.9	6.2	228.4	36.9	6.7

f. Equity Price Risk

Equity price risk is the risk that the fair value of either a traded or non traded equity investment, derivative equity instrument, or a portfolio of such financial instruments, increases or decreases in the future. The Group is exposed to equity price risk on all traded and/or non traded financial instruments measured at fair value.

	June 2012 A\$m	June 2011 A\$m
31. Commitments1
The Group leases various land and buildings, and plant and equipment under non cancellable operating leases. The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated.
a. Operating Lease Commitments
The estimated aggregate amount of non cancellable operating lease expenditure agreed or contracted but not provided for in the financial statements is as follows:
Land and buildings – self occupied	249.1	259.2
Plant and equipment	10.3	25.8
	259.4	285.0
At balance date, commitments in relation to non cancellable operating leases are payable as follows:
Due within one year	68.7	60.6
Due between one and five years	146.0	169.4
Due later than five years	44.7 259.4	55.0 285.0
b. Finance Lease Commitments
At balance date, commitments in relation to the finance leases are payable as follows:
Due within one year	33.8	26.3
Due between one and five years Due later than five years	222.2	199.8 1.6
Recognised as a liability	256.0	227.7
Lease liabilities provided for in the financial statements are as follows:
Current	33.8	26.3
Non current	222.2 256.0	201.4 227.7
c. Investments
At balance date, capital commitments existing in respect of interests in equity accounted investments and other investments contracted but not provided for in the financial statements are as follows:
Due within one year	79.9	52.5
Due between one and five years	18.6	88.1
Due later than five years	2.0	1.9
	100.5	142.5

1 The commitments outlined in this note do not include the commitments of the entities accounted for using the equity method (refer to Note 12 'Equity Accounted Investments').

	June 2012 A\$m	June 2011 A\$m
32. Notes to the Statement of Cash Flows
Reconciliation of Profit After Tax to Net Cash Provided by Operating Activities
Profit After Tax (Including Non Controlling Interest)	503.1	493.2
Amortisation and depreciation	77.4	52.1
Net gain on sale of financial assets		(0.2)
Net gain on sale of other assets	(97.8)	(127.3)
Net gain on sale of controlled entities		(4.7)
Write back of investments accounted for using the equity method		(1.7)
Impairment of other financial assets Net unrealised foreign exchange loss/(gain) and currency hedging costs	24.2	1.2 (38.0)
Net fair value gain on fair value through profit and loss assets/liabilities	1.5	(12.2)
Profit of equity accounted investments	(182.8)	(310.0)
Dividends/distributions from equity accounted investments	148.1	121.9
Fair value gain on investment properties	(38.1)	(22.3)
Other	0.2	(9.5)
Net cash provided by operating activities before changes in assets and liabilities	435.8	142.5
Changes in Assets and Liabilities Adjusted for Effects of Purchase and Disposal of Subsidiaries and Operations During the Financial Year
(Increase)/decrease in receivables	(78.1)	500.9
Increase in inventories	(249.1)	(87.0)
Increase in other assets Increase in net defined benefit plan assets	(55.4) (21.5)	(27.8) (20.8)
Increase/(decrease) in payables	35.9	(670.7)
Increase/(decrease) in other liabilities	12.4	(14.2)
(Increase)/decrease in deferred tax items	(91.5)	109.3
(Increase)/decrease in current tax asset	(37.0)	13.5
Increase/(decrease) in other provisions	8.2	(12.2)
(Increase)/decrease in other intangibles	(5.8)	24.3
Net cash used in operating activities	(46.1)	(42.2)

33. Employee Benefits

a. Lend Lease Employee Security Plans

Currently employees own approximately 6.91% (June 2011: 6.39%) of the issued capital of the Group through various Lend Lease employee security plans, details of which are outlined below.

• Australia: Employee Share Acquisition Plan ('ESAP'): ESAP was established in December 1988 for the purpose of employees acquiring securities in the Group and is funded by Lend Lease subscriptions. Those subscriptions have been used to acquire securities in the Group at market value on behalf of employees, who may be nominated as members of ESAP. Employees may also be allocated securities by way of bonus arrangements on the basis of individual, corporate and business unit performance.
• UK/Europe/Asia: Employee Share Plan: The European (Guernsey-based) Restricted Share Plan ('the Restricted Share Plan') was established in 1998. The Plan is similar in operation to the Australia-based ESAP. Securities in the Restricted Share Plan may be allocated to employees in the UK, Europe and Singapore based on individual and business unit performance. The Restricted Share Plan can acquire the Group securities at market value on behalf of employees. The value of allocations to employees is ultimately based on a combination of the Group security price and the respective currencies and Australian dollar exchange rates.
• In 2002, two UK-based Inland Revenue approved Share Incentive Plans ('SIP') were established for the acceptance of employee profit share contributions used to acquire Group securities for UK-based Group employees. These plans are currently not accepting new contributions whilst Lend Lease makes all profit share payments to employees in cash.

Eligibility

The rules for eligibility for particular plans are determined by reference to the regulatory, legal and tax rules of each country in which the Group operates.

Dividends/Distributions and/or Voting Rights

Generally, employees in the various operating security plans are entitled to dividends/distributions and voting rights for allocated securities. The plans reflect this intention subject to regulatory, legal and tax constraints. Voting and dividend/distribution rights on any unallocated securities reside with the trustees of the relevant security plan trusts. The trustee may exercise these rights in accordance with any fiduciary or governance rules pertaining to the deed or trust laws in the legal and tax jurisdiction within which the trust operates.

b. Lend Lease Employee Benefit Vehicles

In addition to the plans discussed above, Lend Lease has established a range of employee security ownership vehicles, including Lend Lease Retirement Benefit Fund ('RBF') and Lend Lease Employee Investment Trust ('EIT').

RBF was established in 1984 with shareholder approval for the benefit of employees. The balance of the assets of RBF at 30 June 2012 was 14.9 million (June 2011: 14.9 million) Group stapled securities.

The Lend Lease securities in RBF are not available for allocation to employees other than in the event of a change of control of the Group and, in accordance with RBF's trust deed, the capital of the trust is not available to the Group.

The RBF trustee is independent of the Group. In the event of a change of control, the RBF trustee may distribute RBF funds to employees who cease to be employees during the 12 months after a change of control. The RBF trustee has discretion as to how RBF funds are distributed following a change of control. Under Australian Accounting Standards, RBF, while not legally controlled, is required to be consolidated for accounting purposes and payments from it on a change of control will impact the Group's financial statements. Any payments that the RBF trustee may make as a result of a change of control of the Group are an obligation of RBF and not the Group. Any payments made will need to be funded by RBF and therefore cannot exceed the value of the assets of RBF, which was A\$115.9 million at 30 June 2012 (June 2011: A\$141.8 million). However, as RBF is consolidated by the Group, this potential obligation is disclosed as a contingent liability.

EIT was established in 1985 to enable employees to invest in the Group. At 30 June 2012, 10.9 million (June 2011: 10.9 million) Group securities were held by EIT, of which 10.6 million securities were available for allocation to employees. In accordance with EIT's trust deed, the capital of the EIT is not available to the Group.

As with RBF, Australian Accounting Standards require consolidation of EIT for accounting purposes, regardless of the control of EIT by an independent trustee. Therefore payments from EIT impact the Group's financial statements. On a change of control, the EIT trustee may (but is not required to) terminate the trust and distribute allocated proceeds to employees and unallocated proceeds to the Lend Lease Superannuation Fund or to RBF. Any payments are an obligation of EIT and not the Group, and cannot exceed the assets of the EIT of A\$82.7 million as at 30 June 2012 (June 2011: A\$101.8 million). No contingency is recorded in these financial statements as the potential for such payments is remote, with any termination of EIT in such circumstances, and any subsequent distribution to other funds, entirely at the discretion of the EIT trustee.

It should be noted that given the timing and basis on which these vehicles purchased their Group securities, any capital gains tax payable on the Lend Lease securities sold by these vehicles as a result of a change of control (or otherwise) may be recognised from an accounting viewpoint as a tax expense of the consolidated entity.

Short Term Incentives ('STI')

The STI plan is an annual incentive plan whereby a number of employees receive benefits which are dependent upon the achievement of both Lend Lease financial targets and individual goals. The total value of the potential benefit varies by executive and is tested against relevant market levels for each role.

The STI plan comprises a cash element which is paid in September following year end. For more senior employees, where potential benefit is typically higher, the plan also includes a deferred element.

33. Employee Benefits continued

b. Lend Lease Employee Benefit Vehicles continued Short Term Incentives ('STI') continued

Deferral periods are for one or two years. The deferred element is normally awarded as Lend Lease securities and in some instances as cash. Securities are held in ESAP on behalf of the employee for the deferral period. For employees to receive the full deferral, they must be employed by the Group at the date of vesting.

Long Term Incentives ('LTI')

The LTI plan is designed to:

• Align executives with the long term interests of Lend Lease securityholders; and
• Retain high calibre executives by providing competitive rewards that relate to the performance of the Group, the individual executive and the Group security price.

An annual grant of 'performance securities' is made to a limited number of executives in September each year. The Board, based on the recommendation of the Personnel & Organisation Committee, intends that performance securities can be converted to Lend Lease securities or paid as a cash equivalent if the performance hurdle is achieved over a three-year and four-year period.

In the event of a change in control of Group, awards will vest upon change in control, to the extent that performance conditions have been met. Participants would then be entitled to a pro-rata settlement.

Arrangements for LTI Awards Granted in the June 2010 Financial Year

For awards granted 1 September 2009, the performance hurdle is based on two equal measures: long term profitability as measured by Earnings per Security ('EPS') and Total Securityholder Return ('TSR') compared with the TSR of the individual ASX 100 listed companies as at the commencement of the performance period. The performance measures are:

• TSR measured against the ASX 100 companies (with 50% vesting at median performance, rising proportionately to 100% on reaching 75th percentile performance); and
• EPS on the basis of EPS reported in the Group's financial statements adjusted for exclusion of treasury securities.

Each of the two performance hurdles is measured and can vest independently. 50% of the award is measured after three years, the remaining 50% of the award is measured after four years. The executive must remain with the Group until vesting date for the award to vest. The period may be shortened if an executive leaves employment by reason of death or total and permanent disability. Where employment ceases for redundancy or other circumstances as determined by the Board, based on the recommendation of the Personnel & Organisation Committee, a pro-rata award may be retained subject to the original vesting date and performance conditions.

Arrangements for LTI awards in the June 2011 and June 2012 Financial Years

For awards granted 1 September 2010 and 1 September 2011 the performance hurdle is based on TSR compared with the TSR of the individual ASX 100 listed companies at the commencement of the performance period. TSR is measured against ASX 100 companies (with 50% vesting at median

performance, rising proportionately to 100% on reaching 75th percentile performance).

50% of the award is measured after three years, the remaining 50% of the award is measured after four years. The executive must remain with the Group until vesting date for the award to vest. The period may be shortened if an executive leaves employment by reason of death or total and permanent disability. Where employment ceases for redundancy or other circumstances as determined by the Board, based on the recommendation of the Personnel & Organisation Committee, a pro-rata award may be retained subject to the original vesting date and performance conditions.

Other LTI Awards

A limited number of other LTI awards have been granted to executives by the Board, based on the recommendation of the Personnel & Organisation Committee. These awards tend to have performance hurdles based on internal business unit performance targets, such as earnings before tax, operating margin and funds under management. The relevant performance hurdles must be satisfied in order for awards to vest, but the hurdles can vest independently. The executive must remain with the Group until vesting date for the award to vest.

In 2011 the Board, based on the recommendation of the Personnel & Organisation Committee, approved a profit share plan for 55 senior employees of the Lend Lease Construction Australia Holdings Pty Limited (formerly Valemus Australia Pty Limited) group of companies. Payments under the plan are subject to earnings before tax targets and continuing employment. Payments to individual employees will be made over periods ranging from 18 months to four and a half years depending on the employee's role and level in the Group. If all targets are met, the total value paid to all participants will be approximately A\$12.0 million. In addition, the Board approved retention payments totalling less than A\$0.9 million spread over three years to offset agreed reductions in fixed remuneration at acquisition.

Retention Awards

When the Board believes an employee is an outstanding performer and Lend Lease and its securityholders will gain from incentivising him or her to remain with Lend Lease, a retention award may be made. As an incentive to remain with the Group requires a degree of certainty of value delivered to the individual at the end of the retention period, performance conditions are not generally applied to the ultimate payment of such an award.

Amounts Recognised in the Financial Statements

LTI awards are valued using a Monte-Carlo simulation methodology where the security price can be projected based on the assumptions underlying the Black-Scholes formula. Retention awards are valued by discounting the security price by the expected dividends assumed to be paid from the valuation date until the vesting date (if applicable). The model inputs include the Lend Lease Group security price, a risk free interest rate, expected volatility and dividend yield.

During the financial year ended 30 June 2012, a A\$25.1 million expense was recognised in the income statement in relation to equity settled security based payment awards (June 2011: A\$18.3 million).

34. Key Management Personnel Disclosures

Key management personnel compensation details are set out in Section 3 of the Directors' Report.

Equity Holdings and Transactions

Security Holdings Financial Year Ended 30 June 2012

		Securities Held	Securities Received During	Other	Securities
	Year	at Beginning of Financial Year	the Year1	Net Change to Securities	Held at End of Financial Year
Non Executive Directors
D Crawford	2012	73,723		787	74,510
	2011	73,593		130	73,723
P Colebatch	2012	18,323			18,323
	2011	18,323			18,323
G Edington	2012	40,068			40,068
	2011	40,068			40,068
P Goldmark	2012	24,794			24,794
	2011	24,794			24,794
J Hill	2012	14,324			14,324
	2011	14,324			14,324
D Ryan	2012	31,273			31,273
	2011	31,273			31,273
J Hemstritch2	2012			20,000	20,000
M Ullmer3	2012			25,000	25,000
C Carter4	2012			15,000	15,000
Executive Director
S McCann5	2012	144,636	230,430	3,530	378,596
	2011	185,809	58,827	(100,000)	144,636
Executives
S Charlton	2012	5,000	11,740		16,740
	2011	5,000			5,000
B Soller6	2011	37,824	13,826		51,650
A Lombardo6	2012	38,621	43,626		82,247
D Labbad7	2012	431	29,845		30,276
	2011	27,446	5,716	(32,731)	431
R Leaver	2012	20,701	37,177		57,878
	2011	25,875	19,991	(25,165)	20,701
M Menhinnitt	2012	122,245	71,291		193,536
	2011	107,846	14,399		122,245
R McNamara8	2012		3,247		3,247
	2011
C van der Laan de Vries	2012
Total	2012	534,139	427,356	64,317	1,025,812
Total	2011	592,175	112,759	(157,766)	547,168

1 For the Executive Director and executives, relates to security entitlements under employee benefit vehicles.

2 J Hemstritch was appointed as a Non Executive Director on 1 September 2011.

3 M Ullmer was appointed as a Non Executive Director on 1 December 2011.

4 C Carter was appointed as a Non Executive Director on 2 April 2012.

5 Excludes 141,367 securities from a retention award which vested 30 June 2012. The securities had not been transferred to S McCann at end of financial year due to trading restrictions on employees.

6 B Soller ceased to be key management personnel effective 12 December 2011. A Lombardo commenced as key management personnel from 13 December 2011. 7 Prior year comparative has been adjusted to reflect disposal of securities at 30 June 2011.

8 Prior year comparative has been adjusted as the securities had been granted but did not vest until 2012, the securities are shown net of tax in 2012.

34. Key Management Personnel Disclosures continued

Key Management Personnel Compensation

The key management personnel compensation included in 'Employee Benefit Expenses' (refer to Note 4 'Operating Expenses') is as follows.

	June 2012 A\$000s	June 2011 A\$000s
Short term employee benefits	17,169	15,817
Post employment benefits	416	377
Security based payments	5,807	4,466
Other long term benefits	78	70
	23,470	20,730

Loans to Key Management Personnel

No loans were made to key management personnel or their related parties during the current year or prior year.

Other Transactions with Key Management Personnel

From time to time, Directors and executives of the Company or its consolidated entities, or parties related to them, may purchase goods from the consolidated entity. These purchases are on terms and conditions no more favourable than those entered into by unrelated customers.

35. Non Key Management Personnel Related Party Information

Consolidated Entities

Lend Lease Corporation Limited

Lend Lease Corporation Limited provides a wide range of corporate services to its consolidated entities. Corporate management fees and/or guarantee fees are charged to these entities for these services. These services principally relate to:

• Administration, company secretarial, accounting, legal, tax, insurance, information technology and public relations;
• Human resources and employee services including the administration of salaries and superannuation, the provision of a defined benefit plan for a number of Australian employees (refer to Note 17 'Defined Benefit Plan Asset') and employee security based payment plans (refer to Note 25 'Reserves' and Note 33 'Employee Benefits'); and

Finance and treasury services, which includes working capital facilities and long term financing. Interest is earned or incurred only on long term loans provided to or drawn with subsidiaries based on project specific risks and returns. Outstanding balances arising from working capital facilities and long term financing are typically unsecured and repayable on demand. In addition, guarantees are provided to particular Group entities in respect of their obligations. These include bonding and bank guarantee facilities used primarily by the Construction business as well as performance guarantees for certain Development business commercial built-form developments. Guarantee fees are charged under normal terms and conditions.

The following represents the transactions that occurred during the financial year and the balances outstanding at year end between Lend Lease Corporation Limited and its consolidated entities.

	Company
	June 2012 A\$000s	June 2011 A\$000s
Transactions
Corporate management fees	44,410	36,821
Guarantee fees	13,734	11,169
Dividend income	230,126	12,690
Interest income	8,591	3,463
Interest expense	19,160	4,008
Outstanding balances (net of provisions raised)
Receivables	3,926,944	4,876,930
Payables	2,201,105	2,113,581

35. Non Key Management Personnel Related Party Information continued

Consolidated Entities

Transactions that occurred during the financial year between entities in the Lend Lease Group included:

• Provision of project management, design services, construction management and engineering services to development projects;
• Provision of payroll, transaction and management services;
• Provision of investment management services;
• Receipt and payment of superannuation contributions;
• Reimbursement of expenses made on behalf of subsidiaries;
• Loan advances and repayments between subsidiaries;
• Premium payments and receipts for the Group's insurance policies; and
• Dividends received or due and receivable from subsidiaries.

Associates and Joint Venture Entities

Interests held in associates and joint venture entities by Lend Lease are set out in Note 12 'Equity Accounted Investments' to the financial statements.

Transactions between the Lend Lease Group and its associates and joint venture entities principally relate to:

• Development business: development management services and the sale and purchase of development properties with Lend Lease managed funds;
• Investment Management: provision of strategic investment advice, asset management, retail property management and investment portfolio management services;
• Construction: provision of construction, project management and design services; and
• Infrastructure Development business: provision of construction, project management and design services, asset and facilities management services. Loan stock is also provided to projects on which interest is earned based upon project specific risks and returns.

A subordinated non interest bearing loan has been provided to a joint venture and at 30 June 2012 the loan balance was A\$30.1 million (June 2011: A\$25.4 million). A non interest bearing loan has also been provided to a joint venture and at 30 June 2012 the loan balance was A\$31.5 million (June 2011: A\$30.3 million).

Except as noted above, transactions and outstanding balances are typically on normal terms and conditions.

Revenue earned by Lend Lease during the year as a result of transactions with its associates and joint venture entities is as follows.

	June 2012 A\$000s	June 2011 A\$000s
Revenue Provision of services
Associates Joint venture entities	35,531 293,834	15,499 322,304

Other transactions and outstanding balances with associates and joint venture entities have been disclosed in Note 2 'Revenue', Note 3 'Other Income', Note 4 'Operating Expenses', Note 5 'Finance Revenue and Finance Costs', Note 10 'Loans and Receivables' and Note 19 'Trade and Other Payables'.

36. Parent Entity Disclosures

The following summarises the financial information of the Group's parent entity, Lend Lease Corporation Limited ('the Company'), as at and for the year ended 30 June 2012.

	Company
	June 2012 A\$m	June 2011 A\$m
Results
Profit/(loss) after tax	189.5	(55.7)
Other comprehensive income/(expense) after tax
Total comprehensive income/(expense) after tax	189.5	(55.7)
Financial Position
Current assets	3,899.5	4,861.8
Non current assets	1,840.9	840.9
Total assets	5,740.4	5,702.7
Current liabilities	2,226.5	2,186.5
Non current liabilities	33.8	53.0
Total liabilities	2,260.3	2,239.5
Net assets	3,480.1	3,463.2
Issued capital	2,077.6	2,063.7
Treasury securities	(114.1)	(90.5)
Reserves	213.8	213.5
Retained earnings	1,302.8	1,276.5
Total equity	3,480.1	3,463.2

Parent Entity Contingencies

In respect of the contingent liabilities of the Group disclosed in Note 26 'Contingent Liabilities', the Company participates in the provision of guarantees of Group entities and manages the legal action in relation to the World Trade Center.

37. Events Subsequent to Balance Date

On 7 July 2012, the Group subscribed for units in a newly created property trust, Lend Lease Wharf Towers Sydney Trust ('LLWTST'). LLWTST was established to own the commercial assets of the Barangaroo South development in Sydney NSW, Australia. A total commitment of A\$500.0 million has been made to LLWTST by the Group which represents a 25% interest in the initial capital of LLWTST. It is expected this will be called upon progressively during the development period of the commercial assets.

On 24 July 2012, the Group issued S\$275.0 million (A\$211.6 million) of Singapore dollar denominated senior unsecured notes, maturing in July 2017. The fixed rate notes were priced at par and pay interest at 4.625 per cent per annum, payable semi-annually. The terms of the notes are consistent with the Group's standard terms and conditions including existing financial covenants. The proceeds will be used for general business purposes.

There were no other material events subsequent to the end of the financial year.

Directors' Declaration

In the opinion of the Directors of Lend Lease Corporation Limited ('the Company'):

• 1. The financial statements and notes and the remuneration disclosures contained in the Remuneration Report in the Directors' Report are in accordance with the Corporations Act 2001, including:
• a. Giving a true and fair view of the financial position of the Company and consolidated entity as at 30 June 2012 and of their performance for the financial year ended on that date; and
• b. Complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001.
• 1. The financial statements and notes also comply with International Financial Reporting Standards as disclosed in Note 1.1.
• 1. There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
• 1. The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the Group Chief Executive Officer and Group Chief Financial Officer for the financial year ended 30 June 2012.

Signed in accordance with a resolution of the Directors:

D A Crawford, AO S B McCann

Sydney, 30 August 2012

Chairman Group Chief Executive Officer & Managing Director