Transurban

Transurban Group is a for profit, publicly traded (ASX: TCL) toll road owner/operator headquartered in Melbourne, Australia, with holdings in the United States and Australia. Transurban Group had revenues of $1.1 billion and consolidated net profit of $58.3 million in the fiscal year ended June 30, 2012. Transurban USA, Inc. is the North American subsidiary of Transurban Group, with two current projects underway in the United States. Transurban USA is a corporate funder of the American Legislative Exchange Council (ALEC), a major force for the privatization of public services in the United States.

Transurban describes its role in the international infrastructure business as "developing pragmatic solutions to manage congestion and to do this in a disciplined, and ultimately sustainable way." Transurban CEO Scott Charlton urges governments to engage in "capital recycling," which is the selling of public assets to fund new infrastructure projects operated through public-private partnerships that place more risk on private companies, but also public control and accountability.

According to a 2009 report by the non-profit research group U.S. PIRG on the privatization of toll roads:


 * "Road privatization is a growing issue in the United States as politicians and transportation officials grapple with budget shortfalls. Toll road privatization takes two forms: the lease of existing toll roads to private operators and the construction of new roads by private entities. In both instances, private investors are granted the right to raise and collect toll revenue, a right that can amount to billions of dollars in profits for the shareholders.


 * "Though these privatization deals seem to offer state officials a “quick fix,” they often pose long-term threats to the public interest. By privatizing roadways, officials hand over significant control over regional transportation policy to individuals who are accountable to their shareholders rather than the public. Additionally, the economics of these deals are such that the upfront concession payments are unlikely to match the long-term value of the higher tolls that will be paid by future generations and not collected for public uses."

PROFITS AND OWNERSHIP: Transurban Group had revenues of $1.1 billion and consolidated net profit of $58.3 million in the fiscal year ended June 30, 2012. For the fiscal year ending June 30, 2013, Transurban Group reported a net profit of $174.5 million, a 198.1% increase on the prior year. Transurban Group is the name under which the financial statements and investor reports are consolidated for each of the following entities: Transurban Holdings Limited (THL) and controlled entities, Transurban International Limited (TIL) and controlled entities, and Transurban Holding Trust (THT) and controlled entities. Although none of these entities controls another, THL has been deemed the parent of the group. In 2012, Transurban Group listed 5 U.S. subsidiaries on its annual report. •	Transurban USA Inc. •	Transurban USA Holdings Inc. •	Transurban USA Operations Inc •	Transurban (895) General Partnership •	Transurban DRIVe Management LLC

FOUNDING: TCL was founded in 1996 and was listed on the Australian Stock Exchange on March 14, 1996. That year, the company started construction on its then-primary asset, the CityLink highway in Melbourne, Australia.

Pocahontas 895 Project Goes Bankrupt
Due to its failure to generate enough revenue from toll fares on Pocahontas 895 in Virginia, Transurban was unable to pay back some $490 million in debt to its various creditors in 2013, and was considering both an equity transfer of the asset and a bankruptcy filing. Transurban held discussions with three European banks (Ireland's Depfa, Spain's Banco Espirito Santo de Investimento, and Germany's Bayerische Hypo) to negotiate an agreement for creditors to restructure the toll roads debt. As of June 2013, the consortium of banks held over $300 million in debt on the project, with the U.S. federal government holding another $150 million. As a result of failed negotiations, and as reflected in its 2012 annual report, Transurban reduced the Pocahontas asset to zero net worth in its holdings, whereas assets in United States interests were valued at $140,944 for FY2011. The loss of value reduced the company's profits for FY2011 down to $54.9 million as compared to $112.5 million in FY2010. The Pocahontas Parkway Project was the first public-private partnership approved under Virginia's Public-Private Partnership Act of 1995, a law later held unconstitutional when a Virginia Circuit Court judge ruled that the General Assembly had unconstitutionally ceded its taxing authority to a private entity for a toll road in Hampton Roads, Virginia.

Shareholders Revolt Forces Revision of Remuneration Reports, but CEO Pay Still High
For four consecutive years from 2007 to 2011, Transurban shareholders protested over the excessive pay given to senior executives, according to the Sydney Morning Herald. In 2009, more than 40 percent of shareholders rejected Transurban's remuneration report. In 2010, over 50 percent of the shareholders cast votes against its remuneration report, forcing Transurban to restructure and reconsider how it rewards executives. But not much changed, and in 2012, shareholders planned a revolt for the Annual General Meeting against the $7.3 million remuneration package for outgoing CEO Chris Lynch. But despite the vocal opposition, 90 percent of the shareholders present at the meeting reportedly approved the $1.86 million base salary of the next CEO, Scott Charlton.

Public Opposition to I-95/395 HOT Lanes

 * Arlington, VA Files Lawsuit to Force Environmental Impact Assessment

Partnering with Fluor Corporation and the Virginia Department of Transportation (VDOT), Transurban USA, Inc. constructed High Occupancy Toll (HOT) lanes on the Capital Beltway (I-495), one of the most congested corridors in the U.S., looping around Washington, DC. The company is currently contracted to complete additional I-95 Express Lanes. Prior to new construction, this corridor had been "recognized by the transportation community as the most successful HOV facility in the United States," according to a VDOT study. The County of Arlington in Virginia filed a lawsuit 2009, asking the court to order an environmental review of the proposed construction of HOT lanes on I-95 and 395. The Federal Highway Administration, under the Bush Administration, issued a Categorical Exception to the HOT Lanes project. Applying the Categorical Exception provision of the National Environmental Protection Act (NEPA) allows projects to sidestep the environmental impact reports required under NEPA when the administering agency determines that the activity will not have a significant effect on human environments.

Community members of Alexandria (who eventually joined the lawsuit) raised $70,000 to fund an independent study of a proposed off-ramp's local impact, claiming that the Virginia Department of Transportation had not evaluated all the impacts of construction and that the off-ramp would violate the National Environmental Policy Act (NEPA). John Britton, an environmental attorney involved in the study, said that the construction would exacerbate traffic congestion. The results of the community-funded study "found that levels of fine particulate matter and nitrogen dioxide would be up to 20 times higher than the maximum allowable standards for health and safety." The County eventually dropped the lawsuit, and construction on the 395 portion slowed as a result of both community concerns and lack of funding for the project.


 * Virginia Counties Request Accountability to the Public in the I-95/395 Project

In 2010, the counties of Fairfax and Arlington and the city of Alexandria compiled a list of issues related to the I-95/395 HOT Lanes Project they wanted addressed by the Commonwealth and the Fluor-Transurban partnership and sent it to the governor. The local governments requested that performance standards be included in any future agreements made with Fluor-Transurban, including: 1) HOV to remain free 24 hours a day; 2) maintain 55 MPH inside the Beltway and 65 MPH outside the beltway; and 3) travel times remain at current or improved levels. After Construction began on the HOT lanes, property owners were angered by the amount of clear-cutting of trees along the VDOT right of way where expansion to the Beltway was taking place, effectively removing sound barriers. Chairman Sharon S. Bulova (D-Braddock) of the Fairfax County Board of Supervisors worried that the project would cause the clearing of nearly every tree in the VDOT right of way, a prospect she did not consider before the project was agreed upon. Ronaldo Nicholson from VDOT stated that communication with local governments was not ideal through the planning process.

2010 Talks of Canadian Funds Buying Out Transurban
In 2010, two Canadian pension funds, the Canadian Pension Plan Investment Board and the Ontario Teachers' Pension Plan, were in negotiations to buy out Transurban. When the Future Fund, an Australian wealth fund, announced it would not be backing the finance plan for the buy-out, Transurban shares dropped by 6 percent, bringing the share price down to $4.48, 56 cents lower than the Canadian Funds bid offer.

Ties to the American Legislative Exchange Council
Transurban has been a corporate funder of the American Legislative Exchange Council (ALEC).

Transurban tells investors that it maintains contact with state governments in the United States through its membership in ALEC. Transurban, along with Macquarie Group and Cintra (jointly the world's largest developers of privatized infrastructure), is a member of the ALEC Commerce, Insurance and Economic Development Task Force.

ALEC has pursued a decades-long agenda to privatize the most profitable aspects of government and shrink those that remain. At ALEC's 2013 Annual Meeting in Chicago, members of the Transportation Subcommittee of the Commerce, Insurance and Economic Development Task Force -- of which Transurban is a member -- discussed "ALEC Principles on Toll Roads," which backs privatization of toll rolls, and is particularly relevant to Transurban.

According to a 2012 report by the non-profit research group In the Public Interest:


 * "The American Legislative Exchange Council has been a major force in pushing for the privatization of public services and assets. They actively promote privatization that allows corporate takeover of public functions. This agenda is evident in ALEC’s model bills. ALEC works with its corporate members to draft model bills that state legislators can introduce and push in their states. Many of these bills create incentives to privatize services and call for the increased use of private financing and control of public infrastructure projects. The bills also have the potential to generate lucrative sources of revenue for ALEC’s corporate sponsors. For example, ALEC bills make it easier to create virtual public schools, encourage states to privatize vital health programs that help vulnerable populations, force state governments to sell public prisons to private corporations, and help other industries take control of public services. As a result, we stand to lose control of critical public services and assets and we risk a weakened democracy."

Additionally, ALEC has approved bills and resolutions to advance the privatization of pensions, Social Security, Medicare, Medicaid, and public infrastructure such as roads.

Controversial Contract Language
Each of Transurban's projects in the United States are in the form of long-term concessionaire contracts. The Pocahontas Parkway contract is for a period of 99 years, and the Capital Beltway contract is for a period of 75 years. Although the purpose of public-private partnership development of infrastructure is to allocate risks such as traffic risks, costs of operation and maintenance, etc., to private entities, these long term contracts contain various provisions that place hidden and apparent costs of public-private partnerships back onto the taxpayers.

I-495 Capital Beltway HOT Lanes Contract Deters Carpooling
Section 13.05 (b) of the contract between Capital Beltway Express, LLC (a joint venture between Transurban USA, Inc. and Fluor) states that if High Occupancy Vehicles (HOV) exceed 24 percent of the total flow of traffic on the newly constructed HOT lanes, the State is responsible for payments of 70 percent of the average toll for each car exceeding that threshold. Effectively, a larger percentage of travelers choosing to carpool would place the cost risk on taxpayers.

I-95 Express HOT Lanes Contract Deters Carpooling and Requires Virginia to Pay to Expand Infrastructure
Section 5.07(b) of the Comprehensive agreement for TransUrban-Fluor's I-95 HOT Lanes Project states that if High Occupancy Vehicles using the HOT lanes exceed 35 percent of the total HOT lane users, the State will be required to pay the Transurban ("the Concessionaire") 70 percent of the average toll for each car exceeding that threshold. As is the case with I-495, if more travelers choose to carpool taxpayers risk incurring the extra cost, and may be deterred from carpooling in the first place.

In the same contract, Section 12.05(a)(i) states "Prior to undertaking construction of Additional Lanes, the Department will give the Concessionaire the first right to submit a proposal to construct such Additional Lanes as new HOT Lanes and HOV Lanes." Although this is not explicitly a non-compete provision, it allows Transurban ("the Concessionaire") to have the first shot at any project that would expand the current infrastructure system.

Furthermore, if Transurban turns down the opportunity, and the state decides it needs the expansion, the state has to pay Transurban for any potential loss of profit that the new construction would cause since the state's decision to build roads which could possibly divert traffic from Transurban's toll roads would result in a "Compensation Event" under section 14.01 of the contract.

Article 14 of the Agreement has a laundry-list of said "Compensation Events," which could put taxpayers on the hook for untold sums.

Melbourne CitiLink Hikes Toll Prices in Melbourne
Transurban has contracted to operate CityLink until 2034, and under the contractual agreement, Transurban can increase its tolls every three months to either an annual increase of 4.5 percent or the rate of inflation. Since January 2000, there has been a 111 percent toll increase from $6.97 to $14.68. Transurban's $496.5 million in revenue netted from CityLink's toll roads (a 6.5 percent increase from the prior year) is due mostly to higher tolls paid by drivers. Gavin Dufty, a spokesperson for St. Vincent De Paul Society Victoria -- an advocacy group for low-income individuals -- explained that the costs of tolls were slowly rising above the cost of living.

Lobbying
In 2013, Transurban Group spent $150,000 on lobbying at the federal level. They hired the firm Patton Boggs to represent their interests on the Transportation Infrastructure Finance and Innovation Act (TIFIA) Between 2007 and 2013, Transurban Group spent $1,710,000 on lobbying, employing Patton Boggs each year. Between 2007 and 2013, Transurban Group spent $1,710,000 on lobbying, employing Patton Boggs each year.

In 2013, Transurban USA spent $20,000 on lobbying at the federal level on "matters pertaining to private transportation initiatives." They spent a total of $80,000 between 2010 and 2013, employing Vectre as their lobbyist each of those years.

At the state level, Transurban has had a heavy presence in the state of Virginia, spending on lobbying $168,000 from 2005 to 2012. This has included contributions to candidates and party committees.

Campaign Contributions
In 2013, Transurban USA spent $78,500 on campaign contributions in Virginia. The largest donation was to the Republican Party's Virginia House Campaign Committee in the amount of $10,000. Transurban USA also donated to both candidates for Governor, Terry McAuliffe and Ken Cuccinelli, donating $8,500 and $6,500 respectively.

In 2008, Transurban USA admitted to making over $180,000 in illegal campaign contributions. The contributions to Virginia officials between 2005 and 2008 were illegal because its foreign entity Transurban LTD was involved with them, in violation of federal election laws (contributions by a United States-based subsidiary are generally permitted without the involvement of a parent company, according to the Federal Election Commission, but the subsidiary must foot the bill).

Subsidies and Outside Funding

 * I-495 HOT Lanes Project Funding - Initially, Fluor-Transurban promised to build the HOT lanes at no cost to the state, paying overhead costs out of its own resources or recouping them through toll prices. The project was proposed as a $1.1 billion innovative public-private partnership at little to no expense to the taxpayer, and has become an over $1.9 billion heavily subsidized endeavor. The joint venture project of Transurban and Fluor on the Capital Beltway HOT lanes in Virginia has been funded by:
 * $589 million in Private Activity Bonds (state funds)
 * $589 million in TIFIA Loans (federal funds)
 * $409 million grant from the Commonwealth of Virginia (state funds)
 * $86 million from VDOT change-order funding (state funds)
 * $47 million in interest income
 * $348 million in private equity


 * The Pocahontas (895) Parkway project was funded by:
 * $354 million in 63-20 corporation tax-exempt toll revenue bonds (federal funds)
 * $18 million in SIB loan (state funds)
 * $9 million federal funds for design costs
 * ...and funds specifically for the longterm lease
 * $420 million in Senior bank debt [from foreign bank consortium: Depfia Bank (Ireland), Banco Espirito Santo de Investimento (Spain), and Bayerische Hypo-und Vereinsbank (Germany)]
 * $55 million in Subordinated debt
 * $141 million in Equity Contribution
 * $150 million in TIFIA loan


 * 95 Express Lanes Project was funded by:
 * $71 million VDOT funding (state funds)
 * $300 million TIFIA loan (federal funds)
 * $253 million Private Activity Bonds (state funds)
 * $292 million private equity
 * $9 million capital interest

History
TCL was founded in 1996 and was listed on the Australian Stock Exchange on March 14, 1996. That year, the company started construction on its then-primary asset, the CityLink highway in Melbourne, Australia.

In 2007, Transurban created a new private company called Transurban DRIVe in an attempt to spread its toll management over a larger capital base in North America. Capital Partners, an Australian based firm, took a 25 percent stake with a $715 million investment. An official for Transurban said that the I-495 and I-95 Express Lanes projects would also be put into DRIVe's portfolio in order to draw on its capital. DRIVe holds 100 percent of Pocahontas 895 and 90 percent of the Capital Beltway HOT Lanes, both located in Virginia. Although Transurban Group's 75 percent ownership in DRIVe represents over half of the voting rights, Transurban Group does not have any governing power over DRIVe's financial, investment, or operating policies.

In Transurban Group's annual report from 2012, it announced that the I-95 Express Lanes project would be the last project under DRIVe.

In 2013, Transurban USA changed its U.S. headquarters to from New York City to Fairfax, Virginia.

Chief Executive Officer
Scott Charlton joined Transurban with a history of management positions in leading infrastructure and financial institutions, including as COO of Lend Lease and managing director of DeutscheBank in Australia and Hong Kong. He was appointed to the position July 16, 2012. Charlton's base salary as of 2012 is $1.9 million, with a combined bonus of $2.8 million, and he received a one-time signing bonus of 236,256 shares, to be rewarded over the span of three years.

Former CEO, Chris Lynch
Chris Lynch resigned as CEO for Transurban Group in July 2012. Despite shareholder opposition to his excessive remuneration packages in the past 3 years, and despite the reduction in profit by half of the previous year's annual profit (from $112.5 million in 2011 to $54.9 million in 2012, Lynch walked away with a $7.3 million remuneration package, a 9 percent increase from the prior year. As CEO, Lynch received a $2 million performance award at the end of FY2012, as compared to the next highest performance award of $411,604 that went to Michael Kulper, the President of Transurban North America operations.  U.S. public sector toll operator annual salaries of $150,00 to $350,000 pale in comparison to the compensation awarded to Lynch.

Executive Committee/Management
As of July 2013:


 * Scott Charlton, Chief Executive Officer
 * FY 2013 Compensation: A$ 4,114,580
 * Samantha Hogg, Chief Financial Officer
 * FY 2013 Compensation: A$ 1,457,740
 * Andrew Head, General Manager, South Wales
 * FY 2013 Compensation: A$ 1,380,650
 * Vin Vassallo, General Manager, Victoria
 * FY 2013 Compensation: A$ 198,707
 * Jennifer Aument, General Manager, North America
 * FY 2013 Compensation: A$ 47,689
 * Wes Ballantine, General Manager: Strategy
 * FY 2013 Compensation: A$ 411,858
 * Tim Steinhilber, General Manager: Delivery and Operations
 * FY 2013 Compensation: A$ 699,529
 * Sue Johnson, General Manager: Human Resources
 * FY 2013 Compensation: A$ 531,933
 * Lisa Tobin, General Manager: Technology
 * FY 2013 Compensation: A$ 208,442
 * Lindsay Maxstead, Independent Non-Executive Chairman of the Board
 * FY 2013 Compensation: A$438,716

Directors
Transurban Group, though comprised of several controlled entities, is managed by a single board of directors. As of July 2013, board members include:


 * Lindsay Maxsted, Chair and Independent Non-Executive Director
 * Scott Charlton, Chief Executive Officer
 * Neil Chatfield, Director
 * Robert Edgar, Director
 * Sam Mostyn, Director
 * Rodney Slater, Director
 * Ian Smith, Director
 * Christine O'Reilly, Directer
 * Geoffrey Cosgriff, Director
 * Robert Officer, Director
 * James Keyes, Director
 * Jennifer Eve, Director

Former Staff

 * K Daley, President, International Development
 * A Head, Group General Manager, New South Wales
 * S Hogg, Chief Financial Officer (appointed May 2, 2012)
 * T Honan, former Chief Financial Officer (resigned May 2, 2012)
 * M Kulper, President, Transurban North America
 * E Mildwater, Group General Manager, Victoria

Former Boardmembers
As of June 2009:


 * David Ryan - Chairman
 * Chris Lynch - Chief Executive Officer
 * Christopher J. S. Renwick - Director
 * Jeremy G. A. Davis - Director
 * Susan M. Oliver - Director

Contact Information
AUSTRALIA Sydney Transurban Group Level 3, 505 Little Collins Street Melbourne, Victoria 3032 +61 3 8656 8900

Sydney Level 5, 50 Pitt Street Sydney NSW 2000

NORTH AMERICA New York 589 Eighth Avenue, 21st Floor New York, NY 10018

Virginia Transurban USA 6440 General Green Way Alexandria, Virginia 22312 +571 419 6100


 * Web: http://www.transurban.com.au