Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion...

36
Macquarie Communications Infrastructure Group (MCG) comprises Macquarie Communications Infrastructure Trust (MCIT) (ARSN 101 048 293), Macquarie Communications Infrastructure Limited (MCIL) (ACN 084 388 983) and Macquarie MCG International Limited (MMCGIL) (ARBN 112 652 490). Macquarie Communications Infrastructure Management Limited (MCIML) (ACN 066 047 738) (AFSL 221936) is the responsible entity of MCIT, manager of MCIL and advisor to MMCGIL. MCIML is a wholly owned subsidiary of the Macquarie Group Limited (ACN 122 169 279). MCG and its constituent entities are not authorised deposit-taking institutions for the purposes of the Banking Act 1959 (Commonwealth of Australia) and its obligations do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 (MBL). MBL does not guarantee or otherwise provide assurance in respect of the obligations of MCG or its constituent entities. This report is not an offer or invitation for subscription or purchase of or a recommendation of securities. It does not take into account the investment objectives, financial situation and particular needs of the investor. Before making an investment in MCG, the investor or prospective investor should consider whether such an investment is appropriate to their particular investment needs, objectives and financial circumstances and consult an investment adviser if necessary. MCIML, as responsible entity of MCIT, manager of MCIL, and advisor to MMCGIL is entitled to fees for so acting. Macquarie Group Limited and its related corporations (including MCIML) together with their officers and directors and officers and directors of MCIL and MMCGIL may hold stapled securities in MCG from time to time. Macquarie Communications Infrastructure Group Concise Financial Report Year ended 30 June 2008 This report comprises Macquarie Communications Infrastructure Trust ARSN 101 048 293 and its controlled entities For personal use only

Transcript of Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion...

Page 1: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Macquarie Communications Infrastructure Group (MCG) comprises Macquarie Communications Infrastructure Trust (MCIT) (ARSN 101 048 293), Macquarie Communications Infrastructure Limited (MCIL) (ACN 084 388 983) and Macquarie MCG International Limited (MMCGIL) (ARBN 112 652 490). Macquarie Communications Infrastructure Management Limited (MCIML) (ACN 066 047 738) (AFSL 221936) is the responsible entity of MCIT, manager of MCIL and advisor to MMCGIL. MCIML is a wholly owned subsidiary of the Macquarie Group Limited (ACN 122 169 279). MCG and its constituent entities are not authorised deposit-taking institutions for the purposes of the Banking Act 1959 (Commonwealth of Australia) and its obligations do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 (MBL). MBL does not guarantee or otherwise provide assurance in respect of the obligations of MCG or its constituent entities. This report is not an offer or invitation for subscription or purchase of or a recommendation of securities. It does not take into account the investment objectives, financial situation and particular needs of the investor. Before making an investment in MCG, the investor or prospective investor should consider whether such an investment is appropriate to their particular investment needs, objectives and financial circumstances and consult an investment adviser if necessary. MCIML, as responsible entity of MCIT, manager of MCIL, and advisor to MMCGIL is entitled to fees for so acting. Macquarie Group Limited and its related corporations (including MCIML) together with their officers and directors and officers and directors of MCIL and MMCGIL may hold stapled securities in MCG from time to time.

Macquarie Communications Infrastructure Group

Concise Financial Report Year ended 30 June 2008

This report comprises

Macquarie Communications Infrastructure Trust

ARSN 101 048 293

and its controlled entities

For

per

sona

l use

onl

y

Page 2: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Concise Financial Report Year ended 30 June 2008

Macquarie Communications Infrastructure Group

Table of Contents

Explanation of the Financial Report....................................................................................................1 Directors’ Report...................................................................................................................................2

Principal Activities .............................................................................................................................................. 2 Directors names (and period of service)............................................................................................................. 2 Review and Results of Operations ..................................................................................................................... 2 Significant Changes in State of Affairs ............................................................................................................... 4 Distributions and Dividends ................................................................................................................................ 4 Events Occurring After Balance Sheet Date ...................................................................................................... 4 Likely Developments and Expected Results of Operations ................................................................................ 5 Indemnification and Insurance of Officers and Auditors ..................................................................................... 5 Fees Paid to the Responsible Entity and Associates ......................................................................................... 5 Interests in the Group Issued During the Financial Year .................................................................................... 5 Value of Assets .................................................................................................................................................. 5 Environmental Regulation .................................................................................................................................. 5 Directors’ and Other Staff Holdings of Stapled Securities .................................................................................. 5 Rounding of Amounts in the Directors’ Report and the Financial Report ........................................................... 5

Auditor’s Independence Declaration ..................................................................................................7 Income Statement .................................................................................................................................8 Balance Sheet........................................................................................................................................9 Statement of Recognised Income and Expense..............................................................................11 Statement of Cash Flows ...................................................................................................................12 Discussion and Analysis of Results .................................................................................................13

Financial Performance ..................................................................................................................................... 13 Financial Position ............................................................................................................................................. 14 Statement of Cash Flows ................................................................................................................................. 15

Notes to the Financial Statements ....................................................................................................16 1 Summary of Significant Accounting Policies ...................................................................................... 16 2 Result for the year.............................................................................................................................. 17 3 Distributions and Dividends Paid and Proposed ................................................................................ 19 4 Interest-Bearing Liabilities.................................................................................................................. 19 5 Subsidiaries ....................................................................................................................................... 24 6 Earnings per Unit/Share..................................................................................................................... 26 7 Segment Reporting ............................................................................................................................ 27 8 Business Combinations...................................................................................................................... 28 9 Events Occurring after Balance Sheet Date....................................................................................... 30 10 Full Financial Report .......................................................................................................................... 31

Statement by the Directors of the Responsible Entity of the Trust ...............................................32 Independent Audit Report ..................................................................................................................33

For

per

sona

l use

onl

y

Page 3: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Explanation of the Financial Report = =Year ended 30 June 2008

Macquarie Communications Infrastructure Group Page 1

Explanation of the Financial Report At 30 June 2008 Macquarie Communications Infrastructure Group comprises Macquarie Communications Infrastructure Trust (“MCIT” or “the Trust”) and its controlled entities, Macquarie Communications Infrastructure Limited (MCIL) and its controlled entities and Macquarie MCG International Limited (MMCGIL) and its controlled entities. These three stapled entities trade as one listed security, Macquarie Communications Infrastructure Group, on the Australian Securities Exchange. A summary of the corporate structure illustrating legal ownership is shown below in Figure 1. Figure 1 – MCG at 30 June 2008 To comply with generally accepted accounting principles, financial reports for the following entities have been prepared. They are available on Macquarie Communications Infrastructure Group’s website www.macquarie.com.au/mcg

MCG or the Group

Macquarie Communications Infrastructure Group, being the consolidated financial report of Macquarie Communications Infrastructure Trust. Under Australian Equivalents to International Financial Reporting Standards (AIFRS) MCIT has been deemed the parent entity of the group. Therefore the consolidated financial statements of the Macquarie Communications Infrastructure Trust Group (“MCG” or the Group”) include all the entities forming Macquarie Communications Infrastructure Group.

MCIL Group Macquarie Communications Infrastructure Limited Group, being Macquarie Communications Infrastructure Limited and its controlled subsidiaries.

MMCGIL Group Macquarie MCG International Limited Group, being Macquarie MCG International Limited and its controlled subsidiaries.

As the securities held by investors are stapled securities in Macquarie Communications Infrastructure Group, the concise financial report provides the most concise information regarding the performance of investors’ funds. The full financial report for the Group provides further information for the group while the two other full financial reports provide summaries for the different entities that make up the Macquarie Communications Infrastructure Group Stapled security. All three of the other financial reports are jointly presented in the one report, the MCG Financial Report, as permitted by ASIC class order 05/642. The financial report was authorised for issue by the directors on 25 August 2008. The directors have the power to amend and reissue the report.

NMB

NMMB RMB

SQKTB

NMMB

RNKRBNMMB

QUKRB

pÜ~êÉråáí pÜ~êÉ

j`d=pí~éäÉÇ=pÉÅìêáíó=eçäÇÉêë

jj`dfi=E_ÉêãìÇ~F

kdt ^áêï~îÉ^êèáî~_êç~ÇÅ~ëí=^ìëíê~äá~

NMMB

j~Åèì~êáÉ=`çããìåáÅ~íáçåë=fåÑê~ëíêìÅíìêÉ=

eçäÇáåÖë=míó=iáãáíÉÇ

_áêÇ=N=iáãáíÉÇ=

^ATOR=ãáääáçå=bñÅÜ~åÖÉ~ÄäÉ=_çåÇë=ÇìÉ=OMNO

VMB rpAOMM=ãáääáçå=bñÅÜ~åÖÉ~ÄäÉ=_çåÇë=ÇìÉ=OMNP

j`d=OMMT=pìÄ=qêìëí

j`d=OMMT=pìÄ=qêìëí

j`d=däçÄ~ä=qçïÉê=^Åèìáëáíáçå=qêìëí

j`d=däçÄ~ä=qçïÉê=^Åèìáëáíáçå=qêìëí

däçÄ~ä=qçïÉê=m~êíåÉêë

j`fq=E^ìëFj`fq=E^ìëFj`fq=E^ìëF j`fi=E^ìëFj`fi=E^ìëF

NMMB

jrh_ei

rpAUUKVãpìÄ=ÇÉÄí

jf`^i

qê~åë=m~ÅáÑáÅ=móäçå=ii`

PVKPB

PTKOB

PRKTB

VMB

NMB

NMB

NMMB RMB

SQKTB

NMMB

RNKRBNMMB

QUKRB

pÜ~êÉråáí pÜ~êÉ

j`d=pí~éäÉÇ=pÉÅìêáíó=eçäÇÉêë

jj`dfi=E_ÉêãìÇ~F

kdt ^áêï~îÉ^êèáî~_êç~ÇÅ~ëí=^ìëíê~äá~

NMMB

j~Åèì~êáÉ=`çããìåáÅ~íáçåë=fåÑê~ëíêìÅíìêÉ=

eçäÇáåÖë=míó=iáãáíÉÇ

_áêÇ=N=iáãáíÉÇ=

^ATOR=ãáääáçå=bñÅÜ~åÖÉ~ÄäÉ=_çåÇë=ÇìÉ=OMNO

VMB rpAOMM=ãáääáçå=bñÅÜ~åÖÉ~ÄäÉ=_çåÇë=ÇìÉ=OMNP

j`d=OMMT=pìÄ=qêìëí

j`d=OMMT=pìÄ=qêìëí

j`d=däçÄ~ä=qçïÉê=^Åèìáëáíáçå=qêìëí

j`d=däçÄ~ä=qçïÉê=^Åèìáëáíáçå=qêìëí

däçÄ~ä=qçïÉê=m~êíåÉêë

j`fq=E^ìëFj`fq=E^ìëFj`fq=E^ìëFj`fq=E^ìëF j`fi=E^ìëFj`fi=E^ìëF

NMMB

jrh_eijrh_ei

rpAUUKVãpìÄ=ÇÉÄí

jf`^ijf`^i

qê~åë=m~ÅáÑáÅ=móäçå=ii`

qê~åë=m~ÅáÑáÅ=móäçå=ii`

PVKPB

PTKOB

PRKTB

VMB

NMB

For

per

sona

l use

onl

y

Page 4: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Directors’ Report =Year ended 30 June 2008

Macquarie Communications Infrastructure Group Page 2

Directors’ Report The directors of Macquarie Communications Infrastructure Management Limited (“MCIML” or “the Responsible Entity”) submit the following report on the concise financial report of the Macquarie Communications Infrastructure Trust Group (“MCG” or “the Group”) for the year ended 30 June 2008. The consolidated financial statements of the Group include all the entities forming Macquarie Communications Infrastructure Group. Principal Activities The principal activity of the Group is investment in communications infrastructure. The investment policy of the Group is to invest funds in accordance with the provisions of the MCIT Trust Constitution and the governing documents of the individual entities within the Group. Directors names (and period of service) The following persons held office as directors of MCIML during the year and up to the date of this report: ⎯ Gerald Edward Moriarty AM (Chairman) ⎯ Malcolm William Long ⎯ Rodney Harold Keller ⎯ Melvyn Keith Ward AO ⎯ Nicholas William Moore (resigned 11 April 2008) ⎯ Michael Carapiet (appointed 11 April 2008) ⎯ John Stuart Roberts (alternate to Gerald Moriarty, alternate to Nicholas Moore to 11 April 2008, and alternate to

Michael Carapiet from 11 April 2008) Review and Results of Operations The performance of the groups, as represented by the results of their combined operations, were as follows: 1 Jul 07

- 30 Jun 08 $’000

1 Jul 06 - 30 Jun 07

$’000

Revenue and other income from continuing activities 2,419,230 1,470,734 Profit attributable to equity holders of MCIT and MCIL 134,501 66,781 Basic earnings /(loss) per unit /share attributable to: - MCIT and MCIL 26.0c 16.3c Diluted earnings /(loss) per unit /share attributable to: - MCIT and MCIL (10.5)c 16.3c

Broadcast Australia

During the year, the Broadcast Australia group (BA) successfully continued the rollout of digital television transmission services for the ABC and SBS across Australia, in addition to the continued provision of analogue television and radio services to the national broadcasters, regional and community broadcasters, telecom operators and emergency service communications providers. On 9 August 2007 BA reached an agreement with Kordia Pty Limited to acquire Kordia Repair and Maintenance Pty Limited. The transaction was successfully completed on 30 November 2007. This brought in-house all repairs and maintenance activities for the BA national broadcast network from 1 December 2007. On 24 September 2007 BA announced it had acquired 55% of Radio Frequency Engineering Limited (RFE), a Hong Kong-based company that provides specialist in-building and in-tunnel communications system design, installation and maintenance. RFE’s major customers include the MTRC (Hong Kong subway) and the Hong Kong to Lantau Rail Company. RFE has completed a number of major radio projects for convention buildings and airports in the region. The acquisition will enable BA and RFE to work closely together, in particular on broadcast mobile television networks across the Asia Pacific region.

For

per

sona

l use

onl

y

Page 5: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Directors’ Report =Year ended 30 June 2008

Macquarie Communications Infrastructure Group Page 3

Review and Results of Operations (cont’d) On 7 December 2007 BA entered into an agreement to acquire all of the shares in Hostworks Group Limited (Hostworks). Hostworks is recognised as Australia’s leading provider of managed services for on-line media and entertainment companies as well as for management and hosting of a broad range of critical applications. Hostworks is trusted to manage the availability, performance and running costs of the critical online presence of a significant portfolio of blue-chip businesses. Its customers include ABC, SBS, NineMSN, Wotif, Ticketek, Seek, SKY News, Southern Star and Channel 10. The acquisition completed on 25 February 2008 by way of a Scheme of Arrangement.

Arqiva/National Grid Wireless During the year Arqiva and National Grid Wireless (NGW) continued to deliver digital TV, analogue TV and radio broadcast transmission services, network management, tower site rental, and satellite and media services and provide radio communications to public safety organisations in the United Kingdom (UK). Both businesses form part of Macquarie UK Broadcast Holdings Limited group (“MUKBHL group”) which is a UK subsidiary of MCG and the MMCGIL Group. NGW however, has been held separate from Arqiva throughout the year whilst the acquisition of NGW by the MUKBHL group has been reviewed firstly by the UK Office of Fair Trading (OFT) and subsequently by the UK Competition Commission (the Commission). On 8 August 2007 the OFT referred the acquisition of NGW by Arqiva to the Commission. On 12 March 2008 the Commission announced that they would allow the merger of Arqiva and NGW, subject to certain undertakings. The undertakings concern broadcast customers of the merged business and comprise a package of measures ensuring ongoing high levels of customer service, price reductions for customers and the institution of an independent adjudicator to resolve disputes and oversee auditing of Digital Switchover. Following completion of drafting of the legal undertakings between Arqiva and the Commission regarding the acquisition, the Commission commenced a consultation period which closed on 14 July 2008. Refer to ‘Events Occurring After the Balance Sheet Date’ for further developments regarding legal undertakings between Arqiva and the Commission. On 30 July 2007 Arqiva announced it was awarded a contract with SDN Limited to design, build and operate a new digital terrestrial TV network until 2034. On 8 August 2007 Arqiva announced it had been awarded a contract from Digital 3 and 4 Limited for a similar project until 2034. The contracts are estimated to be worth a combined value of £1.5 billion (A$3.6 billion). On 19 September 2007 Arqiva was awarded a contract with the BBC to help bring the new Freesat Digital TV platform to air in 2008. Arqiva’s role is to support the creation of the new service, which will help bring digital satellite television to viewers across the UK without the need for a subscription. The contract is expected to earn revenue from both satellite capacity and connectivity fees over a minimum five-year term.

Airwave Solutions Limited During the period Airwave Solutions Limited (Airwave) maintained its position as the primary provider of secure digital radio communications to the police, fire and ambulance services and other public safety organisations in the UK. MCG acquired a 50% interest in Airwave on 20 April 2007 through a joint venture entity, Guardian Digital Communications Luxembourg Sarl (Guardian). On 19 July 2007, the OFT established hold separate arrangements in relation to the acquisition of Airwave by Guardian to ensure that Airwave was managed independently of Arqiva and MCG during the OFT’s review of the acquisition. On 8 August 2007 the OFT cleared the acquisition and the hold separate arrangements were removed.

MCG On 2 July 2007, MCG announced the acquisition of Global Tower Management LLC and its subsidiaries, collectively known as Global Tower Partners (GTP), by a consortium led by MCG and Macquarie Infrastructure Partners (MIP) in an exclusive and negotiated transaction. The total purchase price was US$1.4 billion (A$1.7 billion) excluding transaction costs. MCG has an indirect equity interest in GTP of 28.7%. The remaining equity in the consortium is held by two other unlisted Macquarie-managed funds and by existing GTP management. The acquisition closed on 30 July 2007. GTP is a leading owner and operator of towers and sites for wireless communications services in the United States (US). At acquisition it had a portfolio of approximately 2500 tower and 4600 rooftop sites in urban, suburban and key corridor locations across the US and Puerto Rico. MCG contributed US$358.0 million (A$408.1 million) including the provision of US$96.5 million (A$110.7 million) of subordinated debt. The contribution was funded from cash reserves of A$138.5 million, drawdown of a US$200.0 million (A$229.5 million) bridge debt facility and A$60.0 million standby facility. The bridge facility was later repaid from a US$200.0 million (A$250.6 million) exchangeable bond (EB) issuance and the standby facility was repaid from the proceeds of the issuance of securities under MCG’s distribution and dividend reinvestment plan (DRP) in August 2007 and February 2008.

For

per

sona

l use

onl

y

Page 6: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Directors’ Report =Year ended 30 June 2008

Macquarie Communications Infrastructure Group Page 4

Review and Results of Operations (cont’d) The bookbuild for the placement of US$200.0 million US dollar-denominated EBs was successfully completed on 3 July 2007. The net proceeds of US$195.5 million (A$245.0 million) were used to partially repay bridge facilities used to fund the acquisition of GTP. The EBs settled on 23 August 2007. The EBs carry a 2.5% coupon and are exchangeable by holders at any time prior to maturity into MCG stapled securities at a fixed initial exchange price of A$8.13 (converted into US dollars at a fixed exchange rate of A$1: US$0.8532), representing a 30% premium to the MCG stapled security volume weighted average price on 29 June 2007. On 12 November 2007, MCIT signed a A$300.0 million multi-currency revolving acquisition facility (the facility). The facility comprises 2 tranches with maturity of 1 and 2 years and margins of 0.8% to 0.9%. On 12 November 2007 a subsidiary of MMCGIL, Macquarie International Communications Assets Limited (MICAL), acquired a further 3.27% of the MUKBHL group from Cheyne Special Situations Fund LP (Cheyne) for a consideration of A$144.7 million (£63.3 million). The acquisition was facilitated via the acceleration of an option agreement with Cheyne and was partially funded from drawing on the facility. On 3 March 2008 MICAL acquired a further 1.3% stake of the MUKBHL group from Invest Allied Limited for a consideration of A$54.8 million (£25.9 million). Significant Changes in State of Affairs Other than referred to above, in the opinion of the directors, there were no other significant changes in the state of affairs of the Group that occurred during the year under review. Distributions and Dividends An interim distribution for the half year ended 31 December 2007 of 23.0 cents per stapled security was announced on 30 November 2007 and was paid on 14 February 2008 (2007: 21.0 cents per stapled security). This distribution consisted of 21.0 cents per unit paid by MCIT (2007: 14.0 cents per unit) and an unfranked dividend of 2.0 cents per share paid by MCIL (2007: 7.0 cents per share). A final distribution for the year ended 30 June 2008 of 23.0 cents per stapled security was announced on 17 June 2008 and paid by MCG on 15 August 2008 (2007: 21.0 cents per stapled security). This distribution consisted of 19.0 cents per unit paid by MCIT (2007: 15.5 cents per unit) and an unfranked dividend of 4.0 cents per share paid by MCIL (2007: 5.5 cents per share). Events Occurring After Balance Sheet Date On 22 August 2008, MCG simultaneously announced the sale of its 28.7% interest in GTP to Macquarie Infrastructure Partners II (MIP II) for net sale proceeds of US$362.7 million (A$412.9 million) and a partial cash tender offer for the A$725 million exchangeable bonds and the US$200 million (A$227.7 million) exchangeable bonds. The profit on the sale of GTP is estimated to be $41.5m for MCG. The sale price of GTP includes MCG’s US$89 million (A$101.3 million) tranche of outstanding subordinated debt. The financial close of this transaction is expected to be on 12 September 2008. MCG will evaluate the exchangeable bond tenders received and will determine whether to accept any of the offers and if so the amount of any such acceptances. If the tenders are such that significant funds are not applied to the repurchase of exchangeable bonds, MCG in the first instance may repay its corporate debt facility. The tender offer opens on 27 August 2008 and settlement of the offer is expected on 16 September 2008. On 25 August 2008, MCG announced that the legal undertakings between Arqiva and the UK Competition Commission regarding the merger of Arqiva and NGW have been finalised and signed by MCG. It is MCG’s expectation that the ‘Hold Separate’ arrangements, which have been in place since the acquisition of NGW in April 2007, will be lifted on 1 September 2008 and full integration of the two companies will commence immediately. Under the terms of the MUKBHL group debt facilities there is a potential requirement to pay down debt to the extent that the decision by the Commission has a significant impact on financial covenants implicit in the MUKBHL group business plan. The requirement to make any such payment will arise once the undertakings come into effect. MCG estimates such payment to be £61.7 million ($128.3 million) which will be paid from existing cash reserved for such purpose. Other than described above, no matters or circumstances have arisen since the end of the year that have significantly affected or may significantly affect the operations of MCG, the results of these operations in future financial years or the state of affairs of MCG in years subsequent to the year ended 30 June 2008.

For

per

sona

l use

onl

y

Page 7: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Directors’ Report =Year ended 30 June 2008

Macquarie Communications Infrastructure Group Page 5

Likely Developments and Expected Results of Operations Further information on likely developments relating to the operations of the Group in future years and the expected results of those operations has not been included in this report because the directors of MCIML believe it would be likely to result in unreasonable prejudice to the commercial interests of the Group. Indemnification and Insurance of Officers and Auditors No insurance premiums are paid out of the assets of the Trust for insurance cover provided to either the officers of the Responsible Entity or auditors of Macquarie Communications Infrastructure Trust (Trust) and the Group. During the year Macquarie Communications Infrastructure Limited (MCIL) and Macquarie MCG International Limited (MMCGIL) paid a premium to insure the directors and officers of MCIL and MMCGIL respectively. So long as the officers of MCIL, MMCGIL and the Responsible Entity act in accordance with the Constitution and the law, the officers remain indemnified out of the assets of MCIL, MMCGIL and the Trust respectively against any losses incurred while acting in their role as officers. The auditors of the Trust, the MCIL Group and the MMCGIL Group (together “the Groups”) are in no way indemnified out of the assets of the Trust and the Groups. Fees Paid to the Responsible Entity and Associates Fees paid to the Responsible Entity and its associates out of MCG’s property during the year are disclosed in Note 34 of the full financial report. No fees were paid out of Group property to the directors of the Responsible Entity during the year. Interests in the Group held by the Responsible Entity and its associates during the year are disclosed in Note 34 of the full financial report. Interests in the Group Issued During the Financial Year The movement in MCG stapled securities on issue during the year is as set out below:

2008 ’000

2007 ’000

Securities on issue at the beginning of the year 509,149 394,892 Securities issued during the year 15,576 114,257 Securities on issue at the end of the year 524,725 509,149 Value of Assets As at

30 Jun 08 $’000

As at30 Jun 07

$’000

Value of assets 12,425,415 13,780,806 The carrying amount of the Group’s assets is derived using the accounting policies set out in Note 1 to the full financial report. Environmental Regulation The operations of the underlying assets in which the Group invests are subject to environmental regulations particular to the countries in which they are located. The directors are not aware of any breaches of these environmental regulations. Directors’ and Other Staff Holdings of Stapled Securities The aggregate number of MCG stapled securities held directly, indirectly or beneficially by directors of MCIML at the date of this financial report is 581,053 (2007: 466,103). Rounding of Amounts in the Directors’ Report and the Financial Report The Group is of a kind referred to in Class Order 98/0100 issued by the Australian Securities and Investments Commission relating to the “rounding off” of amounts in the directors’ report and financial report. Amounts in the directors’ reports and the financial reports have been rounded to the nearest thousand dollars in accordance with that Class Order, unless otherwise indicated.

For

per

sona

l use

onl

y

Page 8: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Directors’ Report =Year ended 30 June 2008

Macquarie Communications Infrastructure Group Page 6

Auditor’s Independence Declaration A copy of the auditors’ independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 7. Signed in accordance with resolutions of the directors of Macquarie Communications Infrastructure Management Limited Gerald Moriarty AM Malcolm Long Chairman Director Macquarie Communications Infrastructure Management Limited

Macquarie Communications Infrastructure Management Limited

Sydney Sydney 25 August 2008 25 August 2008

For

per

sona

l use

onl

y

Page 9: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Liability limited by a scheme approved under Professional Standards Legislation Page 7

PricewaterhouseCoopers

ABN 52 780 433 757

Darling Park Tower 2

201 Sussex StreetGPO BOX 2650SYDNEY NSW 1171

DX 77 SydneyAustraliawww.pwc.com/au

Telephone +61 2 8266 0000Facsimile +61 2 8266 9999Auditor’s Independence Declaration

As lead auditor for the audit of Macquarie Communications Infrastructure Trust, for the year ended 30 June 2008, Ideclare that to the best of my knowledge and belief, there have been:

(a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit;and

(b) no contraventions of any applicable code of professional conduct in relation to the audit.

This declaration is in respect of Macquarie Communications Infrastructure Trust and the entities it controlled during theyear.

Wayne Andrews SydneyPartner 25 August 2008PricewaterhouseCoopers

For

per

sona

l use

onl

y

Page 10: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Concise Financial Report Year ended 30 June 2008

Macquarie Communications Infrastructure Group Page 8

Income Statement Notes 1 Jul 07

- 30 Jun 08 $’000

1 Jul 06- 30 Jun 07

$’000

Revenue from continuing activities 2 2,035,583 1,316,105 Other income 2 383,647 154,629

Total revenue and other income from continuing activities 2 2,419,230 1,470,734 Net share of (loss)/profit of associates and jointly controlled entity accounted for using the equity method (176,683) 47,111 Employee benefits (290,941) (227,941) Satellite capacity (257,074) (101,156) Operations and maintenance (197,982) (196,495) Property (170,924) (80,137) Power (84,936) (50,127) Circuits (77,872) (46,712) Management fees 2 (38,379) (44,774) Other expenses 2 (132,313) (49,871) Depreciation and amortisation 2 (330,229) (174,121) Finance costs 2 (1,258,788) (456,335)

Total operating expenses from continuing activities 2 (2,839,438) (1,427,669) (Loss)/profit from continuing activities before income tax benefit (596,891) 90,176

Income tax benefit 227,552 59,087

(Loss)/profit from continuing activities after income tax benefit (369,339) 149,263 Profit /(loss) attributable to: - Equity holders of MCIT and MCIL 134,501 66,781 - Equity holders of MMCGIL (as minority interest) (237,886) 54,360

Stapled security holders (103,385) 121,141 - Other minority interest (265,954) 28,122

(369,339) 149,263 Basic earnings /(loss) per unit /share attributable to: - MCIT and MCIL 6 26.0c 16.3c Diluted (loss)/earnings per unit /share attributable to: - MCIT and MCIL 6 (10.5)c 16.3c

The above Income Statement should be read in conjunction with the accompanying notes

For

per

sona

l use

onl

y

Page 11: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Concise Financial Report As at 30 June 2008

Macquarie Communications Infrastructure Group Page 9

Balance Sheet Notes 30 Jun 08

$’000 30 Jun 07

$’000

Current assets Cash and cash equivalents 516,347 835,897 Receivables 240,143 243,980 Derivative financial instruments 36,716 3,735 Loans and receivables 10,608 - Other assets 140,203 146,452

Total current assets 944,017 1,230,064 Non-current assets Investments accounted for using the equity method 733,489 665,943 Property, plant and equipment 3,302,697 3,569,197 Intangible assets 7,280,848 8,222,387 Derivative financial instruments 79,884 85,540 Loans and receivables 82,190 - Other assets 2,290 7,675

Total non-current assets 11,481,398 12,550,742

Total assets 12,425,415 13,780,806 Current liabilities Distribution and dividend payable 120,701 84,311 Payables 201,054 170,826 Accrued expenses 307,473 291,541 Provisions 16,224 65,267 Derivative financial instruments - 894 Interest bearing liabilities 4 131,257 - Unearned revenue 321,993 368,915 Other liabilities 89,503 199,491

Total current liabilities 1,188,205 1,181,245 Non-current liabilities Provisions 97,749 63,678 Retirement benefit obligations 13,494 924 Deferred tax liabilities 703,719 991,743 Derivative financial instruments 552,242 - Interest bearing liabilities 4 8,308,566 9,101,061 Unearned revenue 181,638 178,181 Other liabilities 5,599 7,519

Total non-current liabilities 9,863,007 10,343,106

Total liabilities 11,051,212 11,524,351 Net assets 1,374,203 2,256,455

The above Balance Sheet should be read in conjunction with the accompanying notes

For

per

sona

l use

onl

y

Page 12: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Concise Financial Report As at 30 June 2008

Macquarie Communications Infrastructure Group Page 10

Balance Sheet (cont’d) Notes 30 Jun 08

$’000 30 Jun 07

$’000

Equity Equity attributable to equity holders of MCIT and MCIL Contributed equity 1,688,553 1,629,268 Reserves (585,605) (382,728) Accumulated losses (303,760) (272,910)

MCIT and MCIL holders’ interest 799,188 973,630 Equity attributable to equity holders of MMCGIL (as minority interest)

Contributed equity 484,176 464,614 Reserves (242,010) (71,952) Accumulated (losses) and retained profits (180,276) 57,610

MMCGIL holders’ interest 61,890 450,272 Other minority interest 513,125 832,553

Total equity 1,374,203 2,256,455

The above Balance Sheet should be read in conjunction with the accompanying notes

For

per

sona

l use

onl

y

Page 13: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Concise Financial Report Year ended 30 June 2008

Macquarie Communications Infrastructure Group Page 11

Statement of Recognised Income and Expense Notes 1 Jul 07

- 30 Jun 08 $’000

1 Jul 06- 30 Jun 07

$’000

Exchange differences on translation of foreign operations (313,320) (90,245) Share of movement of foreign currency translation reserve of associates and jointly controlled entities (84,665) (12,770) Actuarial (losses)/gains in relation to defined benefit plans (12,387) 5,567

Total expense recognised directly in equity (410,372) (97,448) (Loss)/profit for the year (369,339) 149,263

Total recognised income and expense for the year (779,711) 51,815 Total recognised income and expense for the year is attributable to: Equity holders of MCIT and MCIL (46,992) 35,715 Equity holders of MMCGIL (as minority interest) (389,995) 9,015

Stapled security holders (436,987) 44,730 Other minority interest (342,724) 7,085

(779,711) 51,815

The above Statement of Recognised Income and Expense should be read in conjunction with the accompanying notes

For

per

sona

l use

onl

y

Page 14: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Concise Financial Report Year ended 30 June 2008

Macquarie Communications Infrastructure Group Page 12

Statement of Cash Flows 1 Jul 07

- 30 Jun 08 $’000

1 Jul 06- 30 Jun 07

$’000

Cash flows from operating activities Receipts from customers (inclusive of GST and VAT) 2,317,408 1,482,687 Payments to suppliers and employees (inclusive of GST and VAT) (1,349,358) (823,333) Responsible Entity Manager / Advisor base fees paid (inclusive of GST) (43,110) (31,364) GST/VAT (paid)/received (154,840) (84,922) Realised gains/(losses) on forward foreign exchange contracts 4,513 (752) Interest received 26,876 13,866 Interest received from related parties 9,423 920 Income taxes paid (3,718) (117) Dividends received 1,807 3,658

Net cash flows from operating activities 809,001 560,643

Cash flows from investing activities Payments for purchase of minority stake in controlled entities, net of cash acquired (199,502) (88,198) Payments for purchase of controlled entities, net of cash acquired (99,913) (6,137,531) Payments for purchase of interests in jointly controlled entities - (637,327) Return of capital from jointly controlled entities 88,756 - Proceeds from sale of jointly controlled entities - 11,920 Payments for purchase of interests in associates (410,856) - Payments for purchase of property, plant and equipment (264,647) (215,135) Proceeds from sales of property, plant and equipment 4,323 12,637 Payments for new contracts (715) (715) Payment for purchase of intangible assets (1,612) (8,310) Borrowings to related parties (110,737) (34,171) Proceeds from repayment of borrowings by related parties 7,984 -

Net cash flows from investing activities (986,919) (7,096,830)

Cash flows from financing activities Distributions paid to security holders (123,446) (134,822) Borrowings from external parties 1,348,307 9,142,212 Repayment of borrowings to external parties (838,391) (3,268,019) Borrowings under profit participating loans 11,617 798,564 Proceeds from capital raising - 657,132 Proceeds from capital raising from minority interests 110,824 601,270 Capital raising costs (973) (15,354) Capital raising costs of subsidiaries (23,532) (194,118) Distributions paid to minority interests (17,755) (29,688) Proceeds from termination of derivative instruments - 29,916 Borrowing costs - profit participating loans (39,575) - Borrowing costs - other external (500,050) (412,184)

Net cash flows from financing activities (72,974) 7,174,909

Net increase/(decrease) in cash held (250,892) 638,722 Cash at the beginning of the year 835,897 213,079 Foreign exchange differences (68,658) (15,904)

Cash at the end of the year 516,347 835,897

The above Statement of Cash Flows should be read in conjunction with the accompanying notes

For

per

sona

l use

onl

y

Page 15: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Concise Financial Report Year ended 30 June 2008

Macquarie Communications Infrastructure Group Page 13

Discussion and Analysis of Results Financial Performance Operating performance

The net result for MCG and its controlled entities attributable to security holders for the year ended 30 June 2008 is a loss of $103.4 million (2007: profit of $121.1 million). The loss from continuing activities after income tax benefit recognised of $369.3 million (2007: profit of $149.3 million) reflects a number of significant non-cash items which include: 2008

$million 2007

$million

Fair value (losses)/gains on interest rate swaps (648.9) 116.7Amortisation of intangibles and capitalised finance costs (167.1) (126.6)Depreciation of property, plant and equipment (193.9) (101.9)Revaluation of instruments designated at fair value through profit or loss 319.3 (8.4)Gains/(losses) in re-measurement of redemption amount of other financial liabilities 6.6 (21.8)Performance fees paid and payable to MCIML (applied to a subscription of MCG stapled securities) - (13.5)

Total (684.0) (155.5) Revenue (refer Note 2)

The total revenue for the year was $2,035.6 million (2007: $1,316.1 million), comprising the following:

Ô Operating revenue of $1,971.7 million (2007: $1,296.9 million) increased substantially in the year following the acquisition of National Grid Wireless (NGW) and BT SBS in 2007. This resulted in growth in satellite media, wireless infrastructure services and the NGW multiplex business particularly.

Ô Interest income of $63.9 million (2007: $19.3 million) from surplus cash on deposit. Other income (refer Note 2)

Total other income for the year was $383.6 million (2007: $154.6 million). Contributing to this was:

Ô Net revaluation gains on instruments designated at fair value through profit or loss of $319.3 million (2007: $nil).

Ô Gains on re-measurement of redemption amount of other financial liabilities of $6.6 million (2007: $nil).

Ô Revaluation gains (realised and unrealised) on forward foreign exchange contracts in relation to asset distributions of $57.8 million (2007: $9.2 million).

Ô Net profit from sale of non-current assets of $nil (2007: $16.1 million).

Ô Fair value gains on interest rate swaps of $nil (2007: $116.7 million).

Ô Net foreign exchange gains of $nil (2007: $12.6 million) Share of profit of associates and jointly controlled entity accounted for using the equity method

Ô Share of profits of associates and jointly controlled entity was a loss of $176.7 million (2007: profit of $47.1 million). This includes MCG’s share of profits/losses at Airwave and GTP.

Total income was offset by total operating expenses from continuing activities of $2,839.4 million (2007: $1,427.7 million). Key items were: Depreciation and amortisation expense (refer Note 2)

Ô Amortisation of identifiable intangibles was $136.3 million (2007: $72.3 million) for the year. This consisted of $12.3 million attributable to BA and $124.0 million attributable to Arqiva and NGW. The large increase in the current year is attributable to consolidating NGW for a full year.

Ô Depreciation of property, plant and equipment was $193.9 million (2007: $101.9 million). This consisted of $33.6 million from BA and $160.3 million from Arqiva and NGW. The large increase in the current year is again attributable to consolidating NGW for a full year.

For

per

sona

l use

onl

y

Page 16: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Concise Financial Report Year ended 30 June 2008

Macquarie Communications Infrastructure Group Page 14

Discussion and Analysis of Results (cont’d) Finance costs (refer Note 2)

Ô Finance costs of $1,258.8 million (2007: $456.3 million) were incurred during the year. The large increase was strongly contributed to by a $683.9 million loss on revaluation of interest rate swaps held by Arqiva (2007: nil).

Ô An increase in finance costs was experienced this year as interest on the additional debt taken out at the time of the NGW acquisition was paid for the full year.

Ô Also included are $30.8 million (2007: $54.3 million) of amortisation of capitalised finance costs and expenses relating to the issuance of exchangeable bonds of $6.8 million (2007: $17.5 million).

Satellite capacity

Ô Satellite capacity of $257.1 million (2007: $101.2 million) increased substantially through the acquisition of BT SBS and full year consolidation of NGW.

Other expenses (refer Note 2)

Other expenses of $132.3 million were incurred during the year (2007: $49.9 million) and included the following significant items, see note 2 for further details:

Ô Foreign exchange losses of $19.9 million (2007: nil).

Ô Other professional fees of $45.3 million (2007: $19.4 million), including cash in relation to the competition review of the acquisition of NGW by Arqiva.

Income tax

Ô A consolidated income tax benefit of $227.6 million (2007: $59.1 million) has been recorded during the period. Other minority interests

Ô Other minority interest in the net result from ordinary activities was a loss of $266.0 million (2007: profit of $28.1 million) this represents the net loss attributable to minority interests.

Earnings/loss per stapled security (refer Note 6)

Ô The basic earnings per stapled security for the Group was 26.0 cents (2007: 16.3 cents per stapled security). This excludes the earnings of MMCGIL, as this is treated as a minority interest under AIFRS.

Ô The weighted average number of shares on issue used in the calculation of the earnings per stapled security is 516.9 million (2007: 409.0 million).

Ô The diluted earnings per stapled security for the Group was (10.5) cents (2007: 16.3 cents per stapled security). The dilution is due to the inclusion of the potential exchange of exchangeable bonds.

Financial Position Assets

At 30 June 2008, total assets of MCG were $12,425.4 million (2007: $13,780.8 million)

Ô Property, plant and equipment of $3,302.7 million (2007: $3,569.2 million) included $526.2 million of land, land access and improvements (2007: $589.3 million), $460.5 million of buildings and improvements (2007: $524.0 million), $1,954.4 million of plant and equipment (2007: $2,204.6 million), $303.9 million of work in progress (2007: $212.2 million) and $57.8 million of other fixed assets (2007: $39.1 million).

Ô Intangible assets of $7,280.8 million (2007: $8,222.4 million) primarily comprise $1,609.4 million of identifiable intangibles (2007: $1,901.1 million) and $5,669.6 million of goodwill (2007: $6,320.0 million).

Ô The appreciation of the Australian dollar results in a reduction in assets when the Arqiva and NGW assets are converted to Australian dollars.

Liabilities

Ô At 30 June 2008, total liabilities of MCG were $11,051.2 million (2007: $11,524.4 million).

Ô The reduction in total liabilities is driven by the appreciation of the Australian dollar against GBP denominated liabilities.

Equity

Ô At 30 June 2008, total equity of MCG was $1,374.2 million (2007: $2,256.5 million).

Ô $513.1 million represents the net assets attributable to minority interests (2007: $832.6 million).

For

per

sona

l use

onl

y

Page 17: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Concise Financial Report Year ended 30 June 2008

Macquarie Communications Infrastructure Group Page 15

Discussion and Analysis of Results (cont’d) Statement of Cash Flows Net cash flows from operating activities

Ô Cash flows from operating activities have increased $248.4 million from $560.6 million in the prior year to $809.0 million in the current year.

Ô The increase predominantly reflects the increased receipts from customers and payments to suppliers as a result of consolidating NGW for the full year to 30 June 08.

Net cash flows from investing activities

Ô Cash outflows from investing activities have reduced $6,109.9 million from $7,096.8 million in the prior year to $986.9 million in the current year.

Ô The large decrease was due to the acquisition of NGW and Airwave in the prior year ($6,230.1 million). Net cash flows from financing activities

Ô Net cash flows from financing activities have decreased $7,247.9 million from cash inflows of $7,174.9 million in the prior year to cash outflows of $73.0 million in the current year.

Ô The key difference between the periods was that in the prior year cash flows included borrowings from external parties associated with the acquisition of NGW and Airwave ($9,142.2 million) and the proceeds from equity capital raising ($657.1 million).

For

per

sona

l use

onl

y

Page 18: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Concise Financial Report Year ended 30 June 2008

Macquarie Communications Infrastructure Group Page 16

Notes to the Financial Statements 1 Summary of Significant Accounting Policies The significant accounting policies which have been adopted in the preparation of the financial statements are stated to assist in a general understanding of this general purpose financial report. (a) Basis of preparation

The concise financial report has been prepared as if MCG were a disclosing entity required to comply with the Corporations Act 2001 and Accounting Standard AASB 1039 Concise Financial Reports. The concise financial report has been derived from the MCG full financial report for the year. Other information included in the concise report is consistent with MCG’s full financial report. The concise report does not, and cannot be expected to, provide a full understanding of the financial performance, financial position and financing and investing activities of MCG as would be expected of the full financial report. The accounting policies adopted in preparing the financial report have been consistently applied except as otherwise stated.

⎯ Historical cost convention These financial statements have been prepared under the historical cost convention, as modified by the revaluation of certain financial assets and liabilities (including derivative instruments) at fair value through profit or loss. ⎯ Asset deficiency The Group has net current liabilities at 30 June 2008. The net current liabilities are driven by significant deferred revenue balances that do not require cash settlement. Additionally, the Group can draw on capital expenditure facilities to fund capital expenditure as required to effectively utilise cash on hand. Hence net current liability positions are supported by undrawn capital expenditure facilities.

As a result of the above the directors consider it is appropriate for the financial statements to be prepared on a going concern basis. ⎯ Functional and presentation currency Items included in the financial statements are measured using the currency of the primary economic environment in which the individual entity operates (the functional currency). The financial statements are presented in Australian dollars.

(b) Change in accounting policy

The policy of accounting for actuarial gains and losses in the Statement of Recognised Income and Expense has been adopted for the first time in the current financial year. In previous reporting periods, the actuarial gains and losses were recognised in the Income Statement. The change in policy was made as a result of the finalisation of the purchase accounting in relation to the Groups’ acquisition of NGW. NGW operates a defined benefit plan and it’s acquisition increased substantially the Groups defined benefit obligations. The purpose of the change is to increase the relevance of the results by more accurately matching the recognition of the actuarial gains and losses with the long term nature of the liability. The new policy has been applied retrospectively and comparative information in relation to the 2007 financial year has been restated accordingly. As the impact of actuarial gains and losses for years prior to 2007 was nil, no adjustment has been made to the opening balances of the year to 30 June 2007. See note 1 (q) in the full financial statements for quantification of the change.

For

per

sona

l use

onl

y

Page 19: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Concise Financial Report Year ended 30 June 2008

Macquarie Communications Infrastructure Group Page 17

2 Result for the year The operating profit / (loss) from continuing activities before income tax includes the following specific items of revenue and expense: 1 Jul 07

- 30 Jun 08 $’000

1 Jul 06- 30 Jun 07

$’000

(i) Revenue from continuing operations Operating revenue Terrestrial media 690,732 576,850 Satellite media 490,194 285,323 Wireless solutions and facilities leasing 547,526 253,189 Public safety 113,099 128,676 DTT1 licences (multiplexes) 130,116 33,731 Other - 19,086

1,971,667 1,296,855 Other revenue Interest income

Related parties 32,899 920 Other persons and corporations 31,017 18,330

63,916 19,250

Total revenue from continuing operations 2,035,583 1,316,105 (ii) Other income Net revaluation gains on instruments designated at fair value through profit or loss 319,294 - Net revaluation gains on interest rate swaps - 116,738 Net realised revaluation gains on forward foreign exchange contracts 6,113 - Net unrealised revaluation gains on forward foreign exchange contracts 51,653 9,196 Net foreign exchange gains - 12,591 Gains on re-measurement of redemption amount of other financial liabilities 6,587 - Net profit from sale of non-current assets - 16,104

383,647 154,629

Total revenue and other income from continuing activities 2,419,230 1,470,734 1. Digital Terrestrial Television (DTT)

For

per

sona

l use

onl

y

Page 20: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Concise Financial Report Year ended 30 June 2008

Macquarie Communications Infrastructure Group Page 18

2 Result for the year (cont’d) 1 Jul 07

- 30 Jun 08 $’000

1 Jul 06- 30 Jun 07

$’000

(iii) Operating expenses from continuing activities Employee benefits 290,941 227,941 Satellite capacity 257,074 101,156 Operations and maintenance 197,982 196,495 Property 170,924 80,137 Power 84,936 50,127 Circuits 77,872 46,712

1,079,729 702,568 Management fees Base management fees 38,379 31,293 Performance fees - 13,481

38,379 44,774 Other expenses Auditor’s remuneration 4,171 2,839 Due diligence and related transaction costs 772 1,397 Other professional fees 45,282 19,445 Net loss from sale of non-current assets 10,983 - Bad and doubtful trade receivables 10,790 3,422 Net realised revaluation losses on forward foreign exchange contracts - 752 Insurance 5,893 4,452 Promotional expenses 8,516 5,467 Foreign exchange losses 19,871 - Other 26,035 12,097

132,313 49,871 Depreciation and amortisation Amortisation of identifiable intangibles 136,284 72,256 Depreciation of property, plant and equipment 193,945 101,865

330,229 174,121 Finance costs Interest expense 564,183 352,772 Amortisation of capitalised finance costs 30,811 54,326 Other finance costs 8,061 1,507 Transaction costs incurred on issuance of instruments designated at fair value through profit or loss 6,812 17,488 Net revaluation losses on instruments designated at fair value through profit or loss - 8,443 Net revaluation losses on interest rate swaps (including RPI-linked swaps) 648,921 - Losses on re-measurement of redemption amount of other financial liabilities - 21,799

1,258,788 456,335

Total expenses1 2,839,438 1,427,669

1. Includes minimum lease payments on operating leases of $13.7 million (2007: $13.6 million) in relation to BA and $26.1 million (2007: $25.8 million) in relation to Arqiva.

For

per

sona

l use

onl

y

Page 21: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Concise Financial Report Year ended 30 June 2008

Macquarie Communications Infrastructure Group Page 19

3 Distributions and Dividends Paid and Proposed The distributions and dividends were paid and payable as follows: 1 Jul 07

- 30 Jun 08 $’000

1 Jul 06- 30 Jun 07

$’000

Interim distribution paid for the half year ended 31 December 2007 (MCIT - 21 cents per unit; MCIL - 2 cents per share), (2006: MCIT – 14 cents per unit; MCIL – 7 cents per share) 118,005 83,396Final distribution proposed and subsequently paid for the year ended 30 June 2008 (MCIT – 19 cents per unit; MCIL – 4 cents per share), (2007: MCIT - 15.5 cents per unit; MCIL – 5.5 cents per share) 120,687 84,299

238,692 167,695 Dividends paid by MCIL were unfranked, comprised wholly conduit foreign income and were paid on ordinary shares. 4 Interest-Bearing Liabilities Current

As at 30 Jun 08

$’000

As at30 Jun 07

$’000

Secured Term loans (b) 128,284 -Lease liabilities (d) 2,973 -

131,257 - Non-current

As at 30 Jun 08

$’000

As at30 Jun 07

$’000

Secured Medium term notes (a) 843,529 640,548Term loans (b) 5,168,025 6,128,966Bank facilities (c) 133,676 170,634Lease liabilities (d) 36,658 41,052Unsecured Exchangeable bonds at fair value (e) 742,201 728,625Bank facilities (c) 201,507 -Listed loan notes (f) 470,356 607,186Profit participating loans at fair value (g) 712,522 784,050Preferred Units (h) 92 -

8,308,566 9,101,061 For instruments carried at amortised cost, carrying amount approximates their fair value.

For

per

sona

l use

onl

y

Page 22: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Concise Financial Report Year ended 30 June 2008

Macquarie Communications Infrastructure Group Page 20

4 Interest-Bearing Liabilities (cont’d) Terms of interest bearing liabilities

(a) Medium Term Notes (MTNs) The medium term notes were issued by Broadcast Australia Finance Pty Limited (BAF), a subsidiary of MCIL. They carry a financial guarantee issued by Ambac Assurance Corporation. The notes are secured by a fixed and floating charge over the assets of Broadcast Australia Pty Limited. The notes are rated AAA by Standard and Poors (Australia) Pty Limited and AAA by Moodys Investors Services Pty Limited. On 7 July 2007, BAF successfully negotiated the refinance of the Series One $250 million MTN which matured in July 2007. BAF issued $450 million 12-year MTNs to refinance the Series One MTNs and $200 million term loans and bank facilities. The new MTNs issued carry the same financial guarantee and rating as the other MTNs issued by BAF. Key terms of the medium term notes are as follows:

Series Series two Series three Series four

Issued amount $250 million $150 million $450 million

Maturity July 2009 July 2012 July 2018

Repayment In full on maturity In full on maturity In full on maturity

Interest rate type Variable Variable Variable

Interest rate BBSW + 0.46% BBSW + 0.51% BBSW + 0.26%

Interest rate reset period Quarterly Quarterly Quarterly

At 30 June 2007 BAF had a $100 million loan facility that was fully drawn. On 7 July 2007 the loan was repaid from proceeds from the issue of MTNs Series 4. (b) Term Loan Facilities At 30 June 2008 Arqiva has a £2,625 million ($5,457.8 million) (30 June 2007: £2,625 million ($6,217.4 Million) term loan facility. The facility comprises junior and senior components with key terms as follows:

Details Arqiva Senior A1

Arqiva Senior A2

Arqiva Junior

Facility amount £1,550.0m ($3,222.7m) £600.0m ($1,247.5m) £475.0m ($987.6m) Amount drawn at 30 June 2008

£1,550.0m ($3,222.7m) £600.0m ($1,247.5m) £475.0m ($987.6m)

Maturity 1 July 2014 1 December 2014 1 July 2015 Repayment In full on maturity In full on maturity In full on maturity Interest type Variable Variable Variable Interest rate Libor + 1.75% (Year 1-4)

Increasing by 25bps each year thereafter

Libor + 2.00% (Year 1-4) Increasing by 25bps each year thereafter

Libor + 4.00% (Year 1-4) Increasing by 25bps each year thereafter

Interest rate reset period At choice of borrower between one and six monthly basis. Currently Monthly

At choice of borrower between one and six monthly basis. Currently Monthly

At choice of borrower between one and six monthly basis. Currently Monthly

Under the terms of the Arqiva debt facilities there is a potential requirement to pay down debt to the extent that any decision by the Commission has a significant impact on financial covenants implicit in the Arqiva business plan. The requirement to make any such payment will only arise following completion of the Commission review and publication of its findings. Arqiva has estimated the amount of this payment at 30 June 2008 to be £61.7 million ($128.3 million) and due to the imminent completion of the Commission review, this amount has been classified as a current interest bearing liability (30 June 2007: $ nil). (c) Bank Facilities At 30 June 2008 BAF has a $190 million (30 June 2007: $290 million) bank facility comprising a $140 million (30 June 2007: $240 million) capital expenditure facility and a $50 million (30 June 2007: $50 million) working capital facility. The capital expenditure facility may be drawn at any time to finance the rollout of new broadcast transmission services under existing contracts, primarily with the ABC and SBS. The working capital facility may be drawn to fund ongoing working capital, general business requirements and other growth initiatives.

For

per

sona

l use

onl

y

Page 23: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Concise Financial Report Year ended 30 June 2008

Macquarie Communications Infrastructure Group Page 21

4 Interest-Bearing Liabilities (cont’d) The facilities mature in January 2011 and at 30 June 2008 $89 million (30 June 2007: $128 million) and $9 million (30 June 2007: undrawn) was drawn on the capital expenditure facility and working capital facility respectively. At 30 June 2008 Arqiva has a £700 million ($1,455.4 million) (30 June 2007: £700.0 million ($1,658.0 million)) capital expenditure facility for the purpose of funding expansion related to capital expenditure and a £75.0 million ($156.0 million) (30 June 2007: £75.0 million ($177.6 million)) revolving credit facility for working capital and general corporate requirements. The capital expenditure facility will be used to fund expansion and related capital expenditure at Arqiva and NGW primarily in relation to Digital Switchover in the UK. The capital expenditure facility was drawn to £18 million ($37.4 million) at 30 June 2008 (30 June 2007: £18 million ($42.6 million)) and the working capital facility was undrawn at 30 June 2008 (30 June 2007: undrawn). The facilities mature in July 2014. On 12 November 2007, MCIT established a $300.0 million multi-currency loan facility which is to be used solely for the purpose of acquisitions. The facility is provided in two tranches. Tranche A has a maximum drawing of $100m and a maturity of 12 November 2008. Tranche B has a maximum drawing of $200m and a maturity of 12 November 2009. Tranche A is drawn to $85.2m while Tranche B is drawn to $116.3m. The terms of the facility allow Tranche B to be drawn down in order to repay Tranche A, upon its maturity. (d) Lease Liabilities Arqiva owns a premises in Chalfont, UK which is subject to a sale and lease back. The premises was sold for £15 million and leased back over a 25 year lease period until May 2030, with the option to renew for a further 10 years. The present value of the minimum lease payments was equal to the consideration received and there is no nominal amount payable by Arqiva after the initial 25 year period. In accordance with the requirements of AASB117-Leases, this transaction has been treated as a finance lease and the proceeds received on sale of the property have been recognised as a loan. Payments are allocated between interest and the repayment of the loan. The carrying amount of the leased premises included within property, plant and equipment at 30 June 2008 is £16.3 million ($33.8 million) (2007: £15.0 million ($41.1 million)). The commitments in relation to the finance lease are disclosed in note 38 to the full financial report. Hostworks Limited, a wholly owned subsidiary of BA has finance leases for various items of computer equipment. These leases have an average life of between 2 and 5 years with an average implicit interest rate of 5.85% and a renewal option included in the contracts. The amount outstanding as at 30 June 2008 was $3.9 million. NGW has finance leases in respect of fleet vehicles. The vehicles are leased over a period of 3 to 4 years with an average implicit interest rate of 5.05%. The amount outstanding as at 30 June 2008 was $1.9million (£ 0.9 million). (e) Exchangeable Bonds On 24 May 2007, MCIML as trustee of MCG 2007 Sub Trust, a subsidiary of MCIT, issued $725.0 million exchangeable bonds (EBs) guaranteed by the Groups. The EBs have a par value of $250,000 each and bear interest at the rate of 2.5% per annum payable semi-annually in arrears on 24 May and 24 November in each year. The EBs are exchangeable by the holders into triple-stapled securities of MCG at any time from 5 July 2007 until 28 days prior to maturity being 24 May 2012. The prevailing exchange price at 30 June 2008 is $7.89 and is subject to change in certain circumstances including upon MCG paying a distribution above certain stipulated thresholds and upon a change of control. Each Bondholder may require the issuer to redeem its exchangeable bonds on 24 May 2010 at 112.17% of the principal amount together with accrued interest on such date. After 24 May 2010, there are redemption mechanisms whereby either the issuer or bondholder can seek redemption at certain specified prices. Unless previously purchased and cancelled, redeemed or converted, the EBs will be redeemed on 24 May 2012 at 121.62% of their principal amount, together with accrued interest. For all exchange conversions the issuer may elect to make a cash settlement in lieu of the issuance of triple-stapled securities of MCG and for all redemptions, the issuer can elect to have triple-stapled securities of MCG issued in lieu of cash settlement. The EBs including the embedded derivative components are designated as financial liabilities at fair value through the profit and loss. The balance sheet amount represents the fair value at balance sheet date using broker quoted market prices.

For

per

sona

l use

onl

y

Page 24: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Concise Financial Report Year ended 30 June 2008

Macquarie Communications Infrastructure Group Page 22

4 Interest-Bearing Liabilities (cont’d)

1 Jul 07

- 30 Jun 08 $’000

1 Jul 06- 30 Jun 07

$’000

Fair value of EBs at 1 July / on issuance 728,625 725,000Fair value revaluation for the year / period (144,057) 3,625

Fair value of EBs at 30 June 584,568 728,625 On 23 August 2007, MCIML as trustee of MCG Global Tower Acquisition Trust, a subsidiary of MCIT, issued US$200.0 million EBs guaranteed by the Groups. The EBs have a par value of US$250,000 each and bear interest at the rate of 2.5% per annum payable semi-annually in arrears on 23 February and 23 August in each year. The EBs are exchangeable by the holders into triple-stapled securities of MCG at anytime from 3 October 2007 until 28 days prior to maturity being 23 August 2013. The prevailing exchange price at 30 June 2008 is $8.13 and is subject to change in certain circumstances including upon MCG paying a distribution and upon a change of control. The foreign exchange rate to be used in determining the number of stapled securities to be issued on exchange is US$ 0.8572 per A$1.00. Each Bondholder may require the issuer to redeem its exchangeable bonds on 23 August 2011 at 115.56% of the principal amount together with accrued interest on such date. After 23 August 2011, there are redemption mechanisms whereby either the issuer or bondholder can seek redemption at certain specified prices. Unless previously purchased and cancelled, redeemed or converted, the EBs will be redeemed on 23 August 2013 at 124.84% of their principal amount, together with accrued interest. For all exchange conversions the issuer may elect to make a cash settlement in lieu of the issuance of triple-stapled securities of MCG and for all redemptions, the issuer can elect to have triple-stapled securities of MCG issued in lieu of cash settlement. Where the issuer elects to have triple-stapled securities of MCG issued in lieu of cash settlement, the prevailing foreign exchange rate at the time is used to determine the number of MCG triple-stapled securities to be issued. The EBs including the embedded derivative components are designated as financial liabilities at fair value through the profit and loss. The balance sheet amount represents the fair value at balance sheet date using broker quoted market prices.

1 Jul 07 - 30 Jun 08

US$’000

1 Jul 07- 30 Jun 08

A$’000

Issued value 200,000 243,874 Fair value revaluation for period from issuance to 30 June 20081 (48,960) (86,241)

Fair value of EBs at 30 June 2008 151,040 157,633

1. A$ 0.12 million of the fair value movement relates to USD translation and is included in the interest accrual on EBs. The aggregate change in fair value of the EBs that was not attributable to a change in the risk free rate or the value of the embedded option for the year ended 30 June 2008 was $199.4 million (2007: nil). (f) Listed Loan Notes Macquarie UK Broadcast Services plc (MUKBS), a subsidiary of MUKBHL has £653.9 million ($1,359.1 million) loan notes on issue, £226.2 million ($470.4 million) are held external to the Group. The loan notes are listed on the Channel Islands Stock Exchange, mature on 31 December 2017 and are redeemable at par on that date. Interest is paid at a fixed rate of 13% per annum, payable semi-annually in arrears on 30 June and 31 December. The notes are unsecured and subordinated to the senior and junior debt finance of MUKBL. The effective interest rate on the listed loan notes is the same as the coupon rate. (g) Profit Participating Loans Macquarie International Communications Assets Limited (“MICAL”), a wholly-owned subsidiary of MMCGIL, issued profit participating loans (PPLs) to Macquarie European Infrastructure Fund II (MEIF II) and Macquarie-FSS Infrastructure Trust (MFIT) in April 2007 and in February 2008. The loans were issued to facilitate MICAL’s subscription for shares in MUKBHL and loan notes of MUKBS in connection with the funding for the acquisition of NGW and acquisition of Invest Allied Limited’s stake in Arqiva respectively.

For

per

sona

l use

onl

y

Page 25: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Concise Financial Report Year ended 30 June 2008

Macquarie Communications Infrastructure Group Page 23

4 Interest-Bearing Liabilities (cont’d) The loans carry a right to dividend income on the MUKBHL shares, interest income on the MUKBHL loan notes and any gain on sale that may occur. Although the loans are unsecured, the loans effectively pass economic ownership of the shares and loan notes subject to the PPLs to the lender. Similarly, the borrower’s exposure under the PPLs is restricted to the shares and loan notes subject to the PPLs. At 30 June 2008 the number of shares and loan notes subject to the PPLs were 96 million for MEIFII and 17.7 million for MFIT. The PPLs, including the embedded derivative component are designated as financial liabilities at fair value through the profit and loss. The balance sheet amount represents the fair value at balance sheet date calculated using discounted cash flow analysis. (h) Preferred Units Trans Pacific Pylon LLC, a subsidiary of MCG, has on issue 125 preferred units of USD$1,000 each. The units are held by external investors, pay a coupon of 12.5%, are cumulative, carry no voting rights and are redeemable at any time at the option of the issuer subject to the payment of redemption premium, when redeemed prior to 31 December 2012. (i) Assets Pledged as Security

Arqiva’s term loan facilities are secured with a fixed and floating charge over the assets of Arqiva. BA’s medium term notes are secured with a fixed and floating charge over the assets of BA. The lenders to Arqiva and BA are entitled to call upon the fixed and floating charges only following an event of default. An event of default is defined within the Facility Agreements of Arqiva and BA’s respective loans. The carrying amounts of assets subject to the charges are summarised below As at

30 Jun 08 $’000

As at30 Jun 07

$’000

Current assets Cash and cash equivalents 326,852 572,581Receivables 408,040 486,618Other 51,629 52,115

Total current assets pledged as security 786,521 1,111,314 Non current assets Receivables 2,181,607 2,294,873Investments 3,271,497 3,882,356Intangible assets 2,497,274 2,737,020Property, plant and equipment 1,865,525 1,905,954Other 57,954 91,037

Total non current assets pledged as security 9,873,857 10,911,240 Total assets pledged as security 10,660,378 12,022,554 (j) Interest rate risk exposures weighted average interest rates

Fixed Interest Rate 2008 Floating

interest rate1 %

1 year or less

%

Over 1 to 2 years

%

Over 2 to 3 years

%

Over 3 to 4 years

%

Over 4 to 5 years

%

Over 5 years

%

Consolidated MCG 2008 7.30 5.61 2.51 5.85 2.50 - 12.62MCG 2007 7.68 - - - - 2.50 11.99

For

per

sona

l use

onl

y

Page 26: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Concise Financial Report Year ended 30 June 2008

Macquarie Communications Infrastructure Group Page 24

5 Subsidiaries The following are the significant subsidiaries of Macquarie Communications Infrastructure Group: Name of entity Country of

incorporation Class of

shares/units Legal

ownership interest

2008

Legal ownership

interest 2007

Macquarie Communications Infrastructure Holdings Pty Limited Australia Ordinary 100% 100% Macquarie International Communications Assets Limited Bermuda Ordinary 100% 100% Bird 1 Limited Bermuda Ordinary 100% 100% Neon Lights Limited Bermuda Ordinary 100% 100% MCG 2007 Sub Trust Australia Ordinary 100% 100% MCG Global Tower Acquisition Trust Australia Ordinary 100% - Trans Pacific Pylon LLC US Ordinary 72.9% - Macquarie Communications Pylon (US) LLC US Ordinary 100% - Broadcast Australia Holdings Pty Limited Australia Ordinary 100% 100% Broadcast Australia Pty Limited Australia Ordinary 100% 100% Broadcast Australia Finance Pty Limited Australia Ordinary 100% 100% Broadcast Australia No.1 Pty Limited Australia Ordinary 100% - Broadcast Australia Finance No 2 Pty Limited Australia Ordinary 100% 100% Broadcast Australia Holdings (Vic) Pty Limited Australia Ordinary 100% 100% The Bridge Networks Pty Limited Australia Ordinary 100% 100% The Bridge Networks New Zealand Holdings Ltd New Zealand Ordinary 100% 100% The Bridge Networks Limited (formerly Telequipment Pacific Limited) New Zealand Ordinary 100% 100% The Bridge Networks North Limited UK Ordinary 100% - Radio Frequency Engineering Limited Hong Kong Ordinary 55% - Hostworks Group Limited Australia Ordinary 100% - Hostworks Limited Australia Ordinary 100% - ISEC Management Limited Australia Ordinary 100% - Singapore Digital Pte. Ltd. Singapore Ordinary 85% - Macquarie UK Broadcast Holdings Limited UK Ordinary 64.7%1 60.1% Macquarie UK Broadcast Services Plc UK Ordinary 64.7%1 60.1% Macquarie UK Broadcast Limited UK Ordinary 64.7%1 60.1% Arqiva Limited (formerly National Transcommunications Limited) UK Ordinary 64.7%1 60.1% Scanners (Europe) Limited UK Ordinary 64.7%1 60.1% MUKBL Digital Limited UK Ordinary 64.7%1 60.1% MUKBL Digital Radio Limited UK Ordinary 64.7%1 60.1% Macquarie UK Broadcast Enterprises Limited UK Ordinary 64.7%1 60.1% Macquarie UK Broadcast Ventures Limited UK Ordinary 64.7%1 60.1% Arqiva Inc USA Ordinary 64.7%1 60.1% Arqiva SRL Italy Ordinary 64.7%1 60.1% Arqiva SAS France Ordinary 64.7%1 60.1% Arqiva Limited (registered in Ireland) Ireland Ordinary 64.7%1 60.1% Arqiva Defined Benefit Pension Plan of Broadcast (Pension Trustees) Limited UK Ordinary 64.7%1 60.1% National Grid Telecoms Investments Limited UK Ordinary 64.7%1 60.1% National Grid Wireless Holdings Limited UK Ordinary 64.7%1 60.1% National Grid Wireless Limited UK Ordinary 64.7%1 60.1% Terracom Estates Limited UK Ordinary 64.7%1 60.1% National Grid Wireless No 2 Limited UK Ordinary 64.7%1 60.1% STC International Holdings Limited UK Ordinary 64.7%1 60.1%

For

per

sona

l use

onl

y

Page 27: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Concise Financial Report Year ended 30 June 2008

Macquarie Communications Infrastructure Group Page 25

5 Subsidiaries (cont’d) Name of entity Country of

incorporation Class of

shares/units Legal

ownership interest

2008

Legal ownership

interest 2007

Aerial Group Limited UK Ordinary 64.7%1 60.1% Aerial UK Limited UK Ordinary 64.7%1 60.1% National Grid Wireless Aerial Sites PLC UK Ordinary 64.7%1 60.1% National Grid Wireless No 3 Limited UK Ordinary 64.7%1 60.1% Macquarie Communications Infrastructure (Luxembourg) S.a.r.l Luxembourg Ordinary 100% 100%

1. Legal ownership of the noted entities does not correspond to economic ownership or the percentage interest used for accounting purposes. Economic ownership of these entities by MCG is 48.0%. Economic ownership includes the economic benefits derived by MCG’s PPL with Macquarie Global Infrastructure Fund No.2 (GIF 2) less the ownership interest subject to the PPLs with MEIFII and MFIT. Accounting ownership of these entities by MCG is 65.4% comprising the shares legally owned by MCG and those subject to the PPL with GIF 2. It excludes those shares subject to the PPLs with MFIT and MEIFII as these PPLs are recognised in the balance sheet of MCG as a financial liability.

The above is a list of significant investments in subsidiaries only.

For

per

sona

l use

onl

y

Page 28: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Concise Financial Report Year ended 30 June 2008

Macquarie Communications Infrastructure Group Page 26

6 Earnings per Unit/Share a) Basic and diluted earnings per unit/share

1 Jul 07 - 30 Jun 08

1 Jul 06- 30 Jun 07

Basic earnings per unit / share - attributable to MCIT and MCIL 26.0c 16.3c Diluted (loss) / earnings per unit / share - attributable to MCIT and MCIL (10.5)c 16.3c

b) Reconciliation of earnings used in calculating earnings per unit/share

1 Jul 07 - 30 Jun 08

$’000

1 Jul 06- 30 Jun 07

$’000

Profit from continuing operations used in calculating basic earnings per unit/share - attributable to MCIT and MCIL 134,501 66,781

Earnings used in calculating basic earnings per unit/share 134,501 66,781 Adjustment for calculation of diluted earnings per unit/share: Exchangeable bond cost (200,666) -

Earnings used in calculation Diluted Earnings per unit/share (66,165) 66,781 c) Weighted average number of securities used as the denominator

1 Jul 07 - 30 Jun 08

1 Jul 06- 30 Jun 07

Weighted average number of securities used as the denominator in calculating basic earnings per unit/share 516,917,224 409,017,292 Adjustments for calculation of diluted earnings per unit/share:

Exchangeable bond dilution factor 116,470,185 - Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per unit/share 633,387,409 409,017,292

No dilution was calculated for 2007 as conversion of the exchangeable bonds would have resulted in higher earnings per share due. d) Information concerning classification of securities

The AUD denominated EBs are exchangeable by the holders into triple-stapled securities of MCG at anytime from 5 July 2007 until 28 days prior to maturity being 24 May 2012. The dilution factor for the EBs is based on the conversion mechanics prevailing at 30 June 2008 (2007: as at 30 June 2007). The USD denominated EBs are exchangeable by the holders into triple-stapled securities of MCG at anytime from 23 August 2007 until 28 days prior to maturity being 23 August 2013. The dilution factor for the EBs is based on the conversion mechanics prevailing at 30 June 2008.

For

per

sona

l use

onl

y

Page 29: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Concise Financial Report Year ended 30 June 2008

Macquarie Communications Infrastructure Group Page 27

7 Segment Reporting The principal activity of MCG during the year was investment in communications infrastructure. The primary basis of segment reporting is geographical. Segment revenues are allocated based on the country in which the customer is located. Segment assets and capital expenditure are allocated based on where the assets are located. This is currently in three main geographical areas, Australia, United Kingdom and the United States of America.

Australia United Kingdom

United States of America

Inter-segment eliminations /

unallocated

Total Australia United Kingdom

United States of America

Inter-segment eliminations /

unallocated

Total

1 Jul 07 - 30 Jun 08

$’000

1 Jul 07 - 30 Jun 08

$’000

1 Jul 07 - 30 Jun 08

$’000

1 Jul 07- 30 Jun 08

$’000

1 Jul 07- 30 Jun 08

$’000

1 Jul 06- 30 Jun 07

$’000

1 Jul 06 - 30 Jun 07

$’000

1 Jul 06- 30 Jun 07

$’000

1 Jul 06- 30 Jun 07

$’000

Operating revenue from external customers 270,589 1,701,078 - - 1,971,667 236,406 1,060,449 - - 1,296,855

Other revenue from external customers (5,216) 60,692 8,440 - 63,916 (751) 20,001 - - 19,250

Intersegment other revenue - 120,538 - (120,538) - - 75,276 - (75,276) -

Total revenue 265,373 1,882,308 8,440 (120,538) 2,035,583 235,655 1,155,726 - (75,276) 1,316,105

Share of profit of associates and jointly controlled entities accounted for using the equity method - (141,085) (35,598) - (176,683) 47,111 - - 47,111

-

Segment result 613,161 (1,182,632) (27,420) - (596,891) (106,796) 196,972 - - 90,176

Profit/(loss) from continuing activities before income tax expense 613,161 (1,182,632) (27,420) - (596,891) (106,796) 196,972 - - 90,176

Income tax (expense) / benefit 7,643 219,909 - - 227,552 (2,397) 61,484 - - 59,087

Profit/(loss) for the year 620,804 (962,723) (27,420) - (369,339) (109,193) 258,456 - - 149,263

Segment assets 1,345,910 10,740,380 339,125 - 12,425,415 1,232,270 12,548,536 - - 13,780,806

Segment liabilities 1,956,459 9,094,753 - - 11,051,212 2,496,772 9,027,579 - - 11,524,351

Investments in associates and joint ventures - 394,515 338,974 - 733,489 - 665,943 - - 665,943

Acquisitions of property, plant and equipment, intangibles, and other non-current segment assets 132,248 312,358 - - 444,606 49,467 7,496,017 - 7,545,484

Cash flow information

Net cash inflow from operating activities 122,713 679,200 7,088 - 809,001 126,668 433,975 - - 560,643

Net cash outflow from investing activities (124,912) (348,399) (513,608) - (986,919) (44,667) (7,052,163) - - (7,096,830)

Net cash inflow/ (outflow) from financing activities 209,314 (393,112) 110,824 - (72,974) 1,344,775 5,830,134 - - 7,174,909

For

per

sona

l use

onl

y

Page 30: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Concise Financial Report Year ended 30 June 2008

Macquarie Communications Infrastructure Group Page 28

8 Business Combinations National Grid Wireless

On 4th April 2007, Arqiva acquired 100 per cent of National Grid Wireless for A$6,102 million (£2,529 million) including costs of acquisition. NGW is an infrastructure based provider of broadcasting services in the UK. The acquired business contributed revenues of A$194.7 million (£81.5 million) and net profit of A$25.8 million (£10.8 million) to the Group for the period 4 April 2007 to 30 June 2007. If the acquisition had occurred on 1 July 2006, contributed revenue and contributed profit for the year ended 30 June 2007 would have been approximately A$803.0 million (£336.2 million) and A$33.0 million (£13.8 million) respectively. These amounts have been derived using the Group’s accounting policies and adjusting the results of NGW to reflect the additional depreciation and amortisation that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had applied from 1 July 2006, together with the consequential tax effects. The assets and liabilities arising from the acquisition are as follows:

Acquiree’s carrying amount

Provisional Fair Value Final Fair Value

£ ‘000

$‘000

£ ‘000

$ ‘000

£ ‘000

$ ‘000

Cash - - - - - - Receivables 47,449 114,464 47,449 114,464 47,449 114,464 Other assets – current 50,575 112,007 50,575 122,007 50,575 122,007 Property, plant and equipment 468,362 1,129,867 708,113 1,708,237 708,113 1,708,237 Intangible assets 2,325 5,608 501,042 1,208,704 501,042 1,208,704 Acquired goodwill 926,148 2,343,969 - - - - Investments 60 145 60 145 60 145 Payables (27,401) (66,101) (41,305) (99,644) (41,305) (99,644) Accrued expenses (46,520) (112,223) (46,520) (112,223) (36,142) (87,189) Provisions – current (6,368) (15,362) (6,368) (15,362) (11,368) (27,424) Provisions – non current (18,706) (45,126) (34,477) (83,171) (34,477) (83,171) Finance lease liabilities (500) (1,206) (500) (1,206) (500) (1,206) Other liabilities – current (107,053) (258,251) (107,054) (258,253) (107,054) (258,253) Other liabilities – non current (71,508) (172,505) (71,508) (172,505) (71,508) (172,505) Deferred tax liabilities (44,075) (106,326) (266,302) (642,423) (261,864) (631,716) Intercompany payables (989,832) (2,387,849) (975,900) (2,354,242) (975,900) (2,354,242) Carrying amount of net identifiable assets acquired 182,956 541,111 Fair value of net identifiable assets acquired (242,695) (585,471) (232,879) (561,792) Goodwill on consolidation 1,796,112 4,332,905 1,791,503 4,317,171 Investment 1,553,418 3,747,433 1,558,624 3,755,379 Total consideration (including loan investment) 2,529,318 6,101,675 2,534,524 6,109,621 As at 30 June 2007, due to the acquisition date of NGW being close to year end date, the purchase accounting was recognised on a provisional basis. During the year ended 30 June 2008, the final fair values at acquisition date have been determined and reflected in the financial report.

For

per

sona

l use

onl

y

Page 31: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Concise Financial Report Year ended 30 June 2008

Macquarie Communications Infrastructure Group Page 29

8 Business Combinations (cont’d) Purchase consideration:

£ ‘000

$ ‘000

Cash consideration 1,558,624 3,755,379 Intercompany loan 975,900 2,354,242 Cash assets acquired - - Net outflow of cash 2,534,524 6,109,621 Of the cash consideration above, an amount of £17,263,000 ($39,842,000) was paid in the current year. The remainder was settled in the year to 30 June 2007 and is reflected as such in the Statements of Cash Flows. A further amount of £9,487,000 ($21,894,000) was paid for the acquisition of Macropolitan by Arqiva in the year to 30 June 2008. The final fair values have been determined based on an update to fair values determined at acquisition date. A working capital adjustment process is currently under negotiation. The impact of the adjustment as per information available at the date of this report is reflected in the above values. The goodwill acquired is attributed to the synergies and future growth potential arising from the combined businesses.

BT Satellite Broadcast Services The acquisition of BTSBS on 31 March 2007 was followed by a TSA which expired on 31 July 2007. At the end of the TSA, the working capital acquired by Arqiva was calculated and agreed with BTSBS. Due to an understatement of the working capital acquired Arqiva received a payment of £15,781,000 ($36,420,000) which was reduced the balance of goodwill in the current year.

Acquisitions made by Broadcast Australia During the year BA made several acquisitions. On 24 September it acquired a 55% stake in RFE for HK$2.75 million. The Company provides electrical engineering services within Hong Kong. The assets acquired include PPE, trade debtors and inventory. On 9 August 2007, Broadcast Australia reached an agreement with Kordia Pty Limited to acquire Kordia Repair and Maintenance Pty Limited on 30 November 2007 for $6.9 million. This brought in-house all repairs and maintenance activities for the BA national broadcast network from 1 December 2007. Broadcast Australia entered into a scheme of arrangement for acquisition of Hostworks Limited for $69.0 million on 7 December 2007. Following initial court approval on 21 December 2007, share holder approval on 13 February 2008 and 2nd court approval on 22 February 2008, Broadcast Australia gained control of Hostworks on 25 February 2008. The company's main activity is on-line media hosting. The acquired businesses contribution to revenue and net profit from the date of acquisition to June 30, 2008 and theoretical contribution to revenue and net profit had the acquisitions been made on 1 July 2007 are presented below :

Consolidated

$’000

Contribution to revenue from the time of acquisition 14,666 Contribution to net profit from the time of acquisition (8,691) Theoretical contribution to revenue had the acquisition been made on 1 July 2007 32,449 Theoretical contribution to net profit had the acquisition been made on 1 July 2007 (14,680)

Purchase consideration:

Consolidated

$

Outflow of cash to acquire subsidiaries net of cash acquired Cash consideration 74,891 Direct costs relating to the acquisition 3,772 Cash assets acquired (4,065)

Net outflow of cash 74,598

For

per

sona

l use

onl

y

Page 32: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Concise Financial Report Year ended 30 June 2008

Macquarie Communications Infrastructure Group Page 30

8 Business Combinations (cont’d) The assets and liabilities arising from the above acquisitions, measured on a provisional basis are as follows: Acquiree's carrying

amount Provisional Fair value

$ ‘000

$ ‘000

Cash 4,065 4,065 Receivables 6,167 6,167 Inventory 163 163 Prepaid tax 282 282 Property, plant and equipment 6,669 6,669 Other assets 65 65 Payables (1,476) (1,476) Accrued expenses (2,833) (2,833) Provisions (3,414) (3,414) Intangible assets 689 22,439 Deferred tax 5,030 (1,495) Lease liabilities (3,721) (3,721) Loans (1,835) (1,835) Carrying amount of net identifiable assets acquired 9,851 Fair value of net identifiable assets acquired 25,074 Minority interests (697) Net identifiable assets acquired 24,377 Goodwill on consolidation 54,284 Total consideration1 78,663

1. Total consideration includes deferred consideration of $852,000. 9 Events Occurring after Balance Sheet Date On 22 August 2008, MCG simultaneously announced the sale of its 28.7% interest in GTP to Macquarie Infrastructure Partners II (MIP II) for net sale proceeds of US$362.7 million (A$412.9 million) and a partial cash tender offer for the A$725 million exchangeable bonds and the US$200 million (A$227.7 million) exchangeable bonds. The profit on the sale of GTP is estimated to be $41.5m for MCG. The sale price of GTP includes MCG’s US$89 million (A$101.3 million) tranche of outstanding subordinated debt. The financial close of this transaction is expected to be on 12 September 2008. MCG will evaluate the exchangeable bond tenders received and will determine whether to accept any of the offers and if so the amount of any such acceptances. If the tenders are such that significant funds are not applied to the repurchase of exchangeable bonds, MCG in the first instance may repay its corporate debt facility. The tender offer opens on 27 August 2008 and settlement of the offer is expected on 16 September 2008. On 25 August 2008, MCG announced that the legal undertakings between Arqiva and the UK Competition Commission regarding the merger of Arqiva and NGW have been finalised and signed by MCG. It is MCG’s expectation that the ‘Hold Separate’ arrangements, which have been in place since the acquisition of NGW in April 2007, will be lifted on 1 September 2008 and full integration of the two companies will commence immediately. Under the terms of the MUKBHL group debt facilities there is a potential requirement to pay down debt to the extent that the decision by the Commission has a significant impact on financial covenants implicit in the MUKBHL group business plan. The requirement to make any such payment will arise once the undertakings come into effect. MCG estimates such payment to be £61.7 million ($128.3 million) which will be paid from existing cash reserved for such purpose. Other than described above, no matters or circumstances have arisen since the end of the year that have significantly affected or may significantly affect the operations of MCG, the results of these operations in future financial years or the state of affairs of MCG in years subsequent to the year ended 30 June 2008.

For

per

sona

l use

onl

y

Page 33: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Concise Financial Report Year ended 30 June 2008

Macquarie Communications Infrastructure Group Page 31

10 Full Financial Report Further financial information can be obtained from the full financial report which is available, free of charge, on request from the Group. A copy may be requested by calling Link Market Services on 1800 448 448.

For

per

sona

l use

onl

y

Page 34: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Concise Financial Report Year ended 30 June 2008

Macquarie Communications Infrastructure Group Page 32

Statement by the Directors of the Responsible Entity of the Trust On the Consolidated Concise Financial Report of Macquarie Communications Infrastructure Trust In the opinion of the directors of Macquarie Communications Infrastructure Management Limited (“the Responsible Entity”), the Responsible Entity of the Macquarie Communications Infrastructure Trust (MCIT), the consolidated concise financial report for MCIT and its controlled entities set out on pages 8 to 31 complies with AASB 1039 Concise Financial Reports. The concise financial report is an extract from the full financial report for the year ended 30 June 2008. The financial statements and specific disclosures included in this concise financial report have been derived from the full financial report for the year ended 30 June 2008. The concise financial report cannot be expected to provide as full an understanding of the financial performance, financial position and financing and investing activities of MCG as the full financial report which, as indicated in Note 10, is available on request. Signed in accordance with a resolution of the directors of Macquarie Communications Infrastructure Management Limited

Gerald Moriarty AM Chairman Malcolm Long

Director Sydney Sydney 25 August 2008 25 August 2008

For

per

sona

l use

onl

y

Page 35: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Liability limited by a scheme approved under Professional Standards Legislation Page 33

PricewaterhouseCoopersABN 52 780 433 757

Darling Park Tower 2201 Sussex StreetGPO BOX 2650

SYDNEY NSW 1171DX 77 SydneyAustralia

www.pwc.com/auTelephone +61 2 8266 0000Facsimile +61 2 8266 9999

Independent Auditor’s Report

to the stapled security holders of Macquarie CommunicationsInfrastructure Group

Report on the Concise Financial ReportThe accompanying concise financial report of Macquarie Communications Infrastructure Group (‘MCG’)(defined below) comprises the balance sheet as at 30 June 2008, the income statement, statement ofrecognised income and expense and cash flow statement for the year then ended and related notes, derivedfrom the audited financial report of MCG for the year ended 30 June 2008. The concise financial reportdoes not contain all the disclosures required by the Australian Accounting Standards. MCG comprisesMacquarie Communications Infrastructure Trust (‘MCIT’) and the entities it controlled at the year's end orfrom time to time during the financial year.

Directors’ Responsibility for the Concise Financial ReportThe directors of Macquarie Communications Infrastructure Management Limited, the Responsible Entity ofMCIT are responsible for the preparation and presentation of the concise financial report in accordance withAccounting Standard AASB 1039 Concise Financial Reports, and the Corporations Act 2001. Thisresponsibility includes establishing and maintaining internal control relevant to the preparation of the concisefinancial report; selecting and applying appropriate accounting policies; and making accounting estimatesthat are reasonable in the circumstances.

Auditor’s ResponsibilityOur responsibility is to express an opinion on the concise financial report based on our audit procedures. Wehave conducted an independent audit, in accordance with Australian Auditing Standards, of the financialreport of MCG for the year ended 30 June 2008. Our audit report on the financial report for the year wassigned on 25 August 2008 and was not subject to any modification. The Australian Auditing Standardsrequire that we comply with relevant ethical requirements relating to audit engagements and plan andperform the audit to obtain reasonable assurance whether the financial report for the year is free frommaterial misstatement.

Our procedures in respect of the concise financial report included testing that the information in the concisefinancial report is derived from, and is consistent with, the financial report for the year, and examination on atest basis, of evidence supporting the amounts and other disclosures which were not directly derived fromthe financial report for the year. These procedures have been undertaken to form an opinion whether, in allmaterial respects, the concise financial report complies with Accounting Standard AASB 1039 ConciseFinancial Reports.

Our procedures include reading the other information in the Annual Report to determine whether it containsany material inconsistencies with the concise financial report.

For further explanation of an audit, visit our website http://www.pwc.com/au/financialstatementaudit.

Our audit did not involve an analysis of the prudence of business decisions made by directors ormanagement.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit opinions.

For

per

sona

l use

onl

y

Page 36: Concise Financial Report Year ended 30 June 2008 · Macquarie Group Limited and its ... Discussion and Analysis of ... financial report for the Group provides further information

Liability limited by a scheme approved under Professional Standards Legislation Page 34

IndependenceIn conducting our audit, we have complied with the independence requirements of the Corporations Act2001.

Auditor’s opinionIn our opinion, the concise financial report of MCG for the year ended 30 June 2008 complies with AustralianAccounting Standard AASB 1039: Concise Financial Reports.

Matters relating to the electronic presentation of the audited financial reportThis audit report relates to the concise financial report of MCG for the financial year ended 30 June 2008included on the MCG web site. The directors of Macquarie Communications Infrastructure ManagementLimited, the Responsible Entity of MCIT are responsible for the integrity of the MCG web site. We have notbeen engaged to report on the integrity of this web site. The audit report refers only to the concise financialreport. It does not provide an opinion on any other information which may have been hyperlinked to/from theconcise financial report. If users of this report are concerned with the inherent risks arising from electronicdata communications they are advised to refer to the hard copy of the audited concise financial report toconfirm the information included in the audited concise financial report presented on this web site.

PricewaterhouseCoopers

Wayne Andrews SydneyPartner 25 August 2008

For

per

sona

l use

onl

y