Annual Report and Accounts 2013

Connecting
global markets
DP WORLD IS A GLOBAL OPERATOR
OF CONTAINER AND MARINE
TERMINALS WITH A NETWORK
OF MORE THAN 65 TERMINALS
SPANNING SIX CONTINENTS.
 1 DP World Annual Report and Accounts 2013

Highlights

pg
6 pg
14 pg
28

OVERVIEW
REPORT
STRATEGIC
FOR MORE ON OUR JOURNEY FOR MORE ON OUR STRATEGY FOR MORE ON CORPORATE
SEE PAGES 6-7 SEE PAGES 14-25 RESPONSIBILITY
SEE PAGES 28-41

OPERATIONAL HIGHLIGHTS OVERVIEW

GOVERNANCE
CORPORATE
1 Highlights
55 million TEU (twenty foot equivalent container units) were handled 2 Chairmans Statement
across DP Worlds global portfolio in 2013
STRATEGIC REPORT
The first ship called at the DP World London Gateway port, Britains
newhigh-tech shipping port and Europes largest logistics hub 4 DP World at a Glance
6 Our Journey
Jebel Ali launched its new one million TEU Terminal 2 expansion, 8 Group Chief Executive Officers Review
welcoming one of the worlds largest container vessels, the MSC 10 Market Review
12 Our Business Model

STATEMENTS
CONSOLIDATED FINANCIAL
LaSpezia
14 Our Strategy
The lost time injury frequency rate fell by 12% during 2013 26 Chief Financial Officers Review
Globally, an 8.7% reduction in our absolute CO2e emissions, which 28 Corporate Responsibility
42 Principal Risks and Uncertainties
isequivalent to a 5.8% reduction in KgCO2e/ModTEU was achieved
in2013 CORPORATE GOVERNANCE
We jointly convened the third Counter-Piracy Conference in Dubai 48 Board of Directors
50 Report of the Directors
whichwas attended by over 750 government and industry leaders 52 Corporate Governance
fromaround the world 61 Statement of Directors Responsibilities
As a premier partner of Expo2020, we supported Dubais successful CONSOLIDATED FINANCIAL
bidfor Expo2020 STATEMENTS
62 Independent Auditors Report
FINANCIAL HIGHLIGHTS 63 Consolidated Income Statement
64 Consolidated Statement of
Revenue USD million Adjusted EBITDA USD million

3,073m 1,414m
ComprehensiveIncome
65 Consolidated Statement of
FinancialPosition
66 Consolidated Statement of Changes
inEquity
12 3,121* 12 1,404* 68 Consolidated Statement of Cash Flows
11 2,978 11 1,307 69 Notes to Consolidated Financial Statements
10 3,078 10 1,240
09 2,821 09 1,072
13 0,000
Revenue is in USD million before separately disclosed items. The 13
Growing adjusted EBITDA (earnings before interest,0,000
tax,
results of the Group are set out in detail in the Consolidated depreciation and amortisation) is a key measure of value
Financial Statements and accompanying notes commencing on delivered to shareholders. EBITDA is calculated including our
page 63. share of profit from joint ventures and associates on a basis
which excludes separately disclosed items.

Profit attributable to owners of Adjusted EBITDA margin %

the Company USD million

604m
12 545*
46.0%
12 45.0*
11 459 11 43.9
10 374 10 40.3
09 295 09 38.0
13
Profit attributable to owners of the Company is before000
taking 13 adjusted EBITDA margin is calculated by dividing EBITDA
The 46.0
separately disclosed items into account and excludes any profit byrevenue, including our share of profit from joint ventures
attributable to non-controlling interests (minorities). andassociates.

* The Group has restated the 2012 financial statements to reflect the impact of new accounting standards as described in note 3(F)
of the Consolidated Financial Statements.

http://ar.dpworld.com/2013
 2 DP World Annual Report and Accounts 2013
Chairmans Statement
DP World is pleased to announce another set of strong financial
results, with like-for-like attributable earnings growing by 26.6%.
This performance has been achieved despite the Group facing
some challenging market conditions. Overall, we believe this
robust set of results illustrates the resilient nature of our portfolio.
Dear Shareholders,
OUR PORTFOLIO I am pleased to report another successful
year for your Company. Despite the
REMAINS WELL ongoing challenges affecting the worlds
economies, DP World delivered profit
POSITIONED TO for the year of $674 million. This robust
performance reflects our continued
CAPITALISE ON THE focus on higher margin revenue and
SIGNIFICANT MEDIUM minimising costs, on maintaining a strong
balance sheet, and on making the most of
TO LONG-TERM opportunities to free up capital to re-invest
where it will bring the greatest returns.
GROWTH POTENTIAL
OF THIS INDUSTRY. Excluding profit from divestments
and monetisations during the year,
SULTAN AHMED BIN SULAYEM the profit attributable to the owners
CHAIRMAN of the Company was $604 million.
DELIVERING OUR STRATEGY
Our strategy is centred on four priorities:
driving sustained long-term shareholder
value; creating a satisfied and profitable
customer experience; ensuring our
operations are efficient, safe and secure;
and creating a learning and growth
environment for our people. Further
information regarding our business model
and strategy, including our achievements
during 2013 and our focus areas for
2014 and beyond, are contained in the
Strategic Report commencing on page 4.
FOR MORE ON OUR STRATEGY
SEE PAGES 14-25
VALUE FOR SHAREHOLDERS, VALUE
FORCUSTOMERS
With an average concession life of
around 40 years, sustaining value is a
key driver. We remain confident that
we can achieve our target of a 15%
return on capital employed (ROCE)1 on
our existing portfolio and an adjusted
EBITDA margin2 of 50% by 2020.
Our investments are focused on ensuring
that we have the right capacity in the
right locations and the right services to
meet our customers needs today and
tomorrow. During 2013, this included
opening for business nearly four million
TEU of new capacity across Jebel Ali
(UAE), the DP World London Gateway
port (UK) and Embraport (Brazil). The
opening of additional capacity was
supported by the implementation of the
latest technology across our portfolio to
speed up our customers supply chains
and bring goods more swiftly to market.
SUSTAINABLE BUSINESS
Our aim is to be a top-tier global port
operator for decades to come. During
2013, our commitment to operating
sustainably for the long-term was
evidenced by the measures we took to
improve safety at our terminals, to reduce
our impact on the environment, and to
engage with the communities in which we
operate to help stimulate local economies.
The frequency of injuries per million hours
worked, or lost time injury frequency
rates (LTIFR), fell by 12% during 2013. In
addition, we achieved globally an 8.7%
reduction in our absolute CO2e emissions
which is equivalent to a 5.8% reduction
in KgCO2e/ModTEU (per Modified TEU)3
from our 2012 baseline. We are also
proud to have been involved in over 230
community projects and partnerships
across our portfolio during 2013 and
we were the co-convenor with the UAE
Ministry of Foreign Affairs for the third year
running of an international public-private
conference on countering maritime piracy.
Further details regarding our commitment
to integrating responsible business
practices in all aspects of our operations
and across our entire portfolio are
included in the Corporate Responsibility
section commencing on page 28.
1 Return on capital employed is EBIT (earnings before interest
and tax) before separately disclosed items as a percentage
of total assets less current liabilities.
2 The adjusted EBITDA margin is calculated by dividing
EBITDA (earnings before interest, tax, depreciation &
amortisation) by revenue, including our share of profit from
joint ventures and associates.
3 KgCO2e/ModTEU means the kilograms of carbon dioxide
equivalent divided by modified twenty-foot equivalent units.
See the environment discussions in the Corporate
Responsibility section, commencing on page 28, for further
information.

In 2013, we were pleased to have our
commitment to excellent corporate
governance recognised for the second
year in a row by the S&P/Hawkamah
ESG Pan Arab Index, being named the
number one listed company across
a raft of environmental, social and
governance measures. Further details
regarding our corporate governance
framework and policies are outlined
in the Corporate Governance section
commencing on page 52.
We were delighted to be a premier partner
of Dubais Expo2020 bid. Our entire team
was behind the bid and we are excited
and proud that it was successful. Our
attention now turns to making sure we
have the infrastructure in place to support
this event, and we will be working very
closely with our customers to do that. We
already have tried and tested capabilities
and we will now take this to the next level.
We look forward to working with Dubai
and the UAE to host the world. This
event will not only create opportunities
for the UAE, it will also create new
opportunities for the countries of the
region and the people of the world.
OUR PEOPLE
Our dynamic and committed team of over
30,000 people worldwide is the driving
force of our Company. On behalf of the
Board, I would like to extend sincere
thanks to every single member of the
team for their outstanding effort in what
was an often difficult economic climate.
We continued to invest in our people
throughout the volatility of the past few
years, and we will continue to do so. By
encouraging and supporting innovation,
developing the skills and talent of our
people and providing them with new
opportunities to excel, we create a work
environment that is stimulating and
exciting, which in turn translates into
outstanding customer service, excellence
in operations and a vibrant company.
Further details regarding our people and
our commitment to building an inclusive,
supportive and safe work environment
are included in the people and safety
discussions in the Corporate Responsibility
section, commencing on page 28.
FOR MORE ON OUR PEOPLE
SEE PAGES 28-41
http://ar.dpworld.com/2013
3 DP World Annual Report and Accounts 2013
BOARD CHANGES
The close of 2013 saw long-standing Board
member Cho Ying Davy Ho step down
from his role as an Independent Non-
Executive Director. He joined the Board in
May 2007, just a few months before we
publicly listed on Nasdaq Dubai. On behalf
of the Board, I would like to thank Davy for
his valuable contribution to the successful
strategic development of our business
during his time on the Board. It has been
a privilege to have Davy on the Board.
Robert Woods, CBE, was appointed to
the Board from 1 January 2014 as an
Independent Non-Executive Director.
As a former Chief Executive Officer of The
Peninsular & Oriental Steam Navigation
Company, Roberts considerable experience
in our industry will be of great value
to our organisation as we continue to
drive our business forward with strong
governance and sound counsel, focused
on delivering shareholder value. I very
much look forward to working with him.
Details of the Directors of the
Company as at 31 December 2013
are given on pages 48 and 49.
DIVIDEND
Following the strong performance this
year, the Board is recommending an
annual dividend of 23 US cents per share.
This comprises a 10% increase in the
ordinary dividend to 23 US cents per share.
There is no special dividend given the
relatively low reported gain on separately
disclosed items. The growth in the ordinary
dividend reflects the Boards confidence
in our ability to generate continued
earnings growth and strong cash flows.
Subject to approval by shareholders, the
OVERVIEW
dividend will be paid on 6 May 2014 to
shareholders on the relevant register as
at close of business on 1 April 2014.
OUTLOOK
While the outlook in some regions remains
challenging, we have demonstrated
our ability to remain profitable despite
REPORT
STRATEGIC
these headwinds. We have made an
encouraging start to 2014 and, for the
year as a whole and beyond, we expect
to see a return to normalised volume
growth driven by the addition of new
capacity in our portfolio and a gradually
improving macro environment. We
continue to focus on delivering efficiencies,
GOVERNANCE
CORPORATE
containing costs and handling higher
margin containers to drive profitability.
Our business is well positioned for medium
to long-term growth, underpinning our
confidence in meeting our 2020 target of
an adjusted EBITDA margin of 50% and
ROCE of 15% on our existing portfolio.
STATEMENTS
CONSOLIDATED FINANCIAL
Finally, I am encouraged by and grateful
for the ongoing commitment of all our
partners. As we continue our exciting
journey as a leading global terminal
operator, I look forward to sharing
another year of sustained growth
andsuccess with our shareholders.
Sultan Ahmed Bin Sulayem
Chairman
 4 DP World Annual Report and Accounts 2013

DP World at a Glance

DP World Limited is incorporated in the Dubai

International Financial Centre and is a dual primary
listed company, having been accepted for admission to
trading by NASDAQ Dubai in 2007 and to the official
list of the London Stock Exchange in 2011.

We have a portfolio of more than 65 and expansions, our capacity is expected

terminals across six continents, including to rise to more than 100 million TEU by
container terminals, non-container 2020, in line with market demand.
terminals and new developments in India,
Africa, Europe, and the Middle East4. We operate our portfolio under three
Container handling is our core business and regions:
generates more than three quarters of our Middle East, Europe and Africa
revenue. In 2013, we handled 55 million Asia Pacific and Indian Subcontinent
TEU5 across our global portfolio. With Australia and Americas
a committed pipeline of developments

4 All figures regarding terminals and developments are as at 31 December 2013.

5 TEU means twenty foot equivalent container units.

The DP World London Gateway port (UK)


Global connections
MIDDLE EAST, EUROPE AND AFRICA
Our UAE operations are central to our
portfolio and are comprised of four
terminals, including our flagship facility
at Jebel Ali, one of the largest terminals
in the world. Jebel Ali is undergoing
major expansion work, with one million
TEU added in 2013 and four million
TEU to be added in 2014, which will
take capacity to 19 million TEU.
In the Middle East, we also operate a
terminal in Jeddah (Saudi Arabia). In
North Africa we operate two terminals
in Algeria in addition to a container
terminal in Sokhna (Egypt), where
we also have the concession to run
a major expansion project. In wider
Africa, we have operations at nine
terminals in four countries, including
stevedoring services in South Africa.
We operate a European portfolio of
eleven terminals in eight countries and
have a number of inland terminals
in Northern Europe. Development
projects in Turkey, France and the
Netherlands are also underway.
http://ar.dpworld.com/2013
5 DP World Annual Report and Accounts 2013
ASIA PACIFIC AND INDIAN
SUBCONTINENT
In Asia Pacific, we have a network of
eleven terminals in six countries. We
also have the largest presence of any
container terminal operator in the
Indian Subcontinent, with five terminals
in India and one in Pakistan. New
development projects are also underway
in Kulpi and Nhava Sheva (India).
FOR MORE ON REGIONAL FINANCIAL PERFORMANCE
SEE PAGES 26-27
OVERVIEW
REPORT
STRATEGIC
GOVERNANCE
CORPORATE
STATEMENTS
CONSOLIDATED FINANCIAL
AUSTRALIA AND AMERICAS
We have a network of four
container terminals in Australia;
Brisbane, Sydney, Fremantle and
the countrys busiest and largest
terminal at the Port of Melbourne.
Our Americas portfolio consists of
nine terminals across six countries,
including a new development
that is now operational at
Embraport, in Santos (Brazil).
 6 DP World Annual Report and Accounts 2013

Our Journey:
From Local to Regional to Global Port Operator
At DP World, we have a heritage to be proud of, growing
fromalocal port operator, to one with a regional and then
global presence.

From our beginnings in 1972 at Port Rashid in Dubai (UAE), we now have a team of over
30,000 people working at more than 65 terminals around the world, including a number
of new developments. Since 2006, we have continued to expand our portfolio through
acquisitions or the winning of new concessions. We remain confident about the long-term
outlook for our industry and we will continue to invest to meet the future capacity
requirements of our customers.

1972-1998:
Local port operator
We evolved from serving local trade in
Dubai (UAE) starting with the development
of Port Rashid in 1972, followed in
March 1979, with the opening of Jebel
Ali port. In 1991, the operations of Port
Rashid and Jebel Ali port were combined
to create the Dubai Ports Authority.
1999-2004:
Regional port operator
In 1999, Dubai Ports International FZE
was formed to manage and operate
container terminals and other facilities
outside the UAE, winning concessions in
Jeddah (Saudi Arabia), Doraleh (Djibouti)
in 2000, Visakhapatnam (India) in
2002, Constanta (Romania) in 2003
and Cochin (India) in 2004.
2005-PRESENT:
Global port operator
In 2005, we acquired CSX World Terminals,
a leading global container terminal
operator. In 2006, the acquisition of The
Peninsular & Oriental Steam Navigation
Company (P&O) further increased our
global network and market position
in Asia, India, Australia, the Americas,
Europe and Africa. DP World was listed
on NASDAQ Dubai in 2007 and on
the London Stock Exchange in 2011.

2013:
Our Journey continues
Our Journey continued in 2013, with
the DP World London Gateway port
welcoming its first scheduled vessel. In
Dubai, the one million TEU expansion at
Terminal 2 (T2) at Jebel Ali opened to bring
capacity at Jebel Ali port to 15 million
TEU. Our new development at Embraport
(Brazil) also became operational in 2013.
Delivering growth
http://ar.dpworld.com/2013
7 DP World Annual Report and Accounts 2013
2013 also saw construction of the
Caucedo Logistics centre begin in the
Dominican Republic and DP World entered
into a management advisory services
agreement for the development of the
Khorgos Special Economic Zone and
Inland Container Depot in Kazakhstan.
DP Worlds gross capacity reached
70 million TEU in 2013 and we
handled 55 million TEU across
our global portfolio.
REPORT
STRATEGIC

Group Chief Executive Officers Review
In 2013, we continued to steer the business through a difficult
macroeconomic environment, remaining focused on higher
margin revenues while containing costs and improving
efficiencies across our portfolio.
Driving our strategy with relentless focus
over the course of 2013 has resulted in
an excellent set of financial results.
We are pleased to report adjusted
EBITDA6 of $1,414 million and earnings
per share (EPS)7 of 72.8 US cents,
which represents like-for-like growth
of 9% and 27% respectively. We
also increased our adjusted EBITDA
margin to 46% as we focused on
higher margin cargo during the year.
Our strong financial performance came
despite slow volume growth. Economic
headwinds combined with a highly
utilised portfolio with limited spare
capacity at key locations constrained
our ability to significantly grow volumes
Return on Capital Employed
2020 Target
15.0%
15%
12%
9% 6.7%
6%
3%
0%
2009 2013 2020
Targets based on current portfolio.
8 DP World Annual Report and Accounts 2013
in 2013. However, the addition of new
capacity in 2014 combined with a
projected improvement in global trade
sets a promising tone for the year ahead.
Our Market Review, commencing on
page 10, highlights the key challenges
we faced in 2013 and industry
expectations for the year ahead.
CAPITAL EXPENDITURE
We continue to invest in our portfolio
for future growth. Over the course of
2013, we spent $1,063 million in capital
expenditure, predominately at our
greenfield DP World London Gateway
port and logistics park project in the UK,
Embraport in Brazil and the expansion of
our flagship Jebel Ali facility in the UAE.
Adjusted EBITDA Margin
2020 Target
50.0%
50% 46.0%
40%
30%
20%
10%
0%
2009 2013 2020
These projects, consistent with the
overall nature of our portfolio, are long-
term investments, with the life of our
concessions averaging approximately 40
years. Our strong cash flows and solid
balance sheet mean we are well placed
to invest today to meet the long-term
needs of our customers, whether it is in
developed markets requiring increased
efficiencies or the capability to handle the
increasing size of vessels, or in developing
markets requiring increased port capacity
to meet demand or updated infrastructure.
In the developed markets we have invested
in the DP World London Gateway port,
which offers a state-of-the art facility
to meet the future demands of the
industry. In short, our port provides the
most efficient link between deep-sea
shipping and the largest consumer market
in the UK. We are seeing an increasing
number of shipping lines calling at our
facility and since the turn of the year,
we have had eight unscheduled calls at
the DP World London Gateway port,
including an Asia-Europe service, as
our port was less impacted by adverse
weather due to its sheltered location.
In faster growing markets we have invested
in the largest multi-modal terminal in
Brazil (Embraport), which is in the port
of Santos, 80 kilometres away from
Sao Paulo, the countrys most populous
city. Our terminal has seen encouraging
demand since opening as the growth
of the middle class population in Brazil
and wider region continues to drive
demand for containerised goods.
In 2014, we look forward to adding
further capacity at Jebel Ali (UAE) and
Rotterdam (the Netherlands). We are
making good progress with Terminal
3 Jebel Ali and it remains on track to
deliver four million TEU of additional
capacity. Rotterdam is on schedule to
open in the second half of 2014.
Alongside investing for the sustainable
growth of our business, we also continually
review our portfolio, disposing of or
monetising assets where it makes strategic
sense to do so. In 2013, we monetised
some of our Hong Kong assets at attractive
multiples, which subsequently reduced
leverage and enabled the recycling
of capital into markets that offer the
potential to generate higher returns.
STRONG BALANCE SHEET
Our balance sheet remains strong
with leverage (net debt to adjusted
EBITDA) at a relatively low 1.7 times.
This provides us with the headroom and
flexibility to invest further should the
 9 DP World Annual Report and Accounts 2013

Investing in
our markets

REPORT
STRATEGIC
right opportunities become available.
However, we continue to implement strict
financial discipline across our business
units, and will only deploy shareholder
funds if investment opportunities meet
our internal rate-of-return requirements.

GLOBAL STRATEGY
2013 was also an important year with the
communication of DP Worlds strategy
through a balanced scorecard framework
which comprises four organisation-wide
strategic pillars that are core to our
business (corporate responsibility, corporate
governance, communication and strategic

FINANCIAL STATEMENTS
CONSOLIDATED
implementation) and four strategic priority
areas to support our mission and values
and achieve our vision (financial, internal
& operational, customer and people &
learning). Further details regarding our
strategy are outlined in Our Business Model
and Our Strategy sections, commencing
on page 12 and 14 respectively.

THE YEAR AHEAD

Moving to 2014, our overall financial
goals remain the same. We will continue
to focus on higher margin revenues
while containing costs and improving
efficiencies. We also expect a return
to volume growth driven by a gradual
pickup in the macro environment and new
capacity coming on line. Importantly, our
strong performance in 2013 comfortably
positions us to meet our medium-term
target of 100 million TEU capacity, an
adjusted EBITDA margin of 50% and
ROCE of 15% on our existing portfolio.

Further discussion regarding our

Group financial performance in 2013,
including a regional breakdown, is
contained in the Chief Financial Officers
Review commencing on page 26.

The DP World London Gateway port (UK)

Mohammed Sharaf
Group Chief Executive Officer 6. Adjusted EBITDA (earnings before interest, tax, depreciation
and amortisation) is calculated including our share of profit FOR MORE ON OUR CONSOLIDATED
from joint ventures and associates on a basis which excludes FINANCIAL STATEMENTS
separately disclosed items. SEE PAGES 63-114
7. EPS (earnings per share) is calculated by dividing the profit
after tax attributable to owners of the Company (before
separately disclosed items) by the weighted average shares
outstanding.

http://ar.dpworld.com/2013

Market Review
The growth in vessel size has resulted in an increased focus on
sustainable operations and operational efficiencies, including the
need for robust terminal equipment, systems and processes able
to cope with the new ultra-large container vessels and the
additional requirements of greater loads at peak periods.
For the global economy, 2013 was largely
dominated by continued uncertainty.
Many of the worlds major economies
showed signs of start-stop growth, which
continued to impede progress towards a
more broadly supported growth trajectory.
Once again, emerging and developing
economies provided much of the growth
in 2013; however the pace was noticeably
slower than in previous years. This was
especially visible in the recently thriving
BRIC countries8, evidencing that they are
by no means immune to market volatility.
Whilst this played out, what became clear
was the gradual emergence of a new and
sizeable middle class in many developing
countries that has begun to engage with
the global market. With 90% of trade by
volume transported by sea9, the growing
purchasing power of this demographic
provides an ongoing positive boost
for the container shipping industry.
For the shipping lines, 2013 was another
difficult year. 2013 growth in container
shipments is expected to be lower than
recent years at 4%10 implying a GDP
growth multiplier of 1.4 times. Even with
record removal of container vessel tonnage,
shipping capacity additions have again
outstripped growth in demand, a trend
apparent in six of the past eight years. This
has predictably led to an overall decline
in freight rates for the shipping lines.
Importantly, the additions in shipping
capacity in recent years have been greatly
weighted towards ultra-large container
vessels, which have been specifically
FOR MORE ON OUR STRATEGY
SEE PAGES 14-25
8 BRIC countries include Brazil, Russia, India and China.
9 International Chambers of Shipping Sustainable
Development IMO World Maritime Day 2013.
10 Alphaliner Monthly Monitor, February 2014.
11 Drewry Annual Review of Global Container Terminal
Operators, 2006 and 2013 editions.
10 DP World Annual Report and Accounts 2013
designed for increasingly superior fuel For DP World, the impact of these trends
economy and lower unit costs. The has been largely positive because of
introduction of these new vessels onto our geographical spread and ongoing
the main east-west routes means older investment in infrastructure and equipment
large vessels are cascaded onto secondary to enable us to handle the larger vessels.
trades, sometimes doubling capacity Our terminal capacity utilisation continues
on a service overnight. Whilst this is to outpace the industry and with this
part of the natural evolution in revised evolution of the customer network
networks, it has meant that many formerly we will aim to continue this pace.
profitable routes have also experienced
large fluctuations in liner freight rates. We maintain a geographical advantage
with our broad portfolio stretching
The shipping lines response in 2013 to across both developed and developing
the pressure on rates was consolidation countries, primarily focused on the core
through partnerships. The announcement origin and destination markets. This,
of P3, a vessel-sharing agreement on aligned with judicious acquisitions, timely
the Asia-Europe, Trans-Pacific and Trans- capacity developments and consistent
Atlantic trades between the three largest investment in new equipment and
container shipping lines in the world, led technologies, has enabled us to grow
swiftly to the G6, a partnership between gross volumes by an average of 17%
two of the three major alliances (the Grand per annum since 2004; more than
Alliance and the New World Alliance) twice the average annual growth in
as well as ongoing discussions between the market over the same period11.
the third alliance which comprises South
Koreas Hanjin Shipping, K Line of Japan,
Taiwanese line Yang Ming and Chinas
Cosco, known as CKYH, and the few
remaining non-aligned major carriers.
Customer consolidation is leading to
step changes in capacity utilisation rather
than gradual changes because any gain
or loss is across a partnership of several
lines. Reduced economic growth, in
parallel with the increased consolidation
of business, has meant that competition
amongst container terminal operators
to gain new vessel calls has increased.
 11 DP World Annual Report and Accounts 2013
OUR BUSINESS MACRO OVERVIEW
Added value of Contributes to a countrys GDP: by
connecting markets, ports cut living costs
ports and and raise living standards.
Reinforces trade relationships:
transportation approximately 90% of the worlds
merchandise and commodity trade is
transported by container vessels12.
Supports economic diversification:
the ports and transportation industry
supports economic diversification by
12 International Chambers of Shipping Sustainable
Development IMO World Maritime Day 2013. aiding the growth of other sectors.
Trends driving Container vessel transport:
approximately 60% of the value of
growth global seaborne trade (more than $5.6
trillion13 worth of goods annually) is
transported by container vessels.
Globalisation: global increases in per
capita income and reduced trade barriers
promote an increase in tradable goods.
Rapidly developing economies:
the emergence of new, faster growing
markets, with young growing
populations who have considerable
purchasing power, is driving growth.
13 World Economic Forum The Global Enabling Trade
Report 2012.
14 World Economic Forum Capturing The Future 2012.
DP World Stable and long-term cash flow: we
focus on stable origin and destination
business cargo as it delivers higher margins and
is less impacted by competition than
attractiveness transhipment cargo. We also operate
our business through long-term
concessions, enabling better returns
as our assets mature.
Growth rates: a focus on faster
growing emerging markets and more
resilient origin and destination cargo
enables us to grow volumes across
ourportfolio.
High barriers to entry: our long-term
concession agreements provide high
barriers to entry and support long-term
relationships with port authorities,
shipping lines and joint venture partners.
http://ar.dpworld.com/2013
OVERVIEW
REPORT
STRATEGIC
Generates employment: for every
job created inside a well-run port,
upto five jobs are created outside
theport.
Builds local knowledge
GOVERNANCE
CORPORATE
and expertise: the ports
andtransportation industry builds
local knowledge and expertise
thereby increasing a countrys
futurecompetitiveness.
FINANCIAL STATEMENTS
CONSOLIDATED
Urbanisation and emergence of
mega cities: within a decade, 47%
of the worlds urban population will
live in cities with more than one million
inhabitants14. Increasing port capacity
and infrastructure will be required to
handle this concentrated population
and container volume.
Containerisation: the rate of
containerised goods is increasing.
Customer demands: customers
are demanding that ports achieve
higher productivity levels and have
the infrastructure in place to cater
forlarger vessels.
Global network, managed locally:
our terminals are managed locally,
and are supported operationally by
the advantages of a global network.
World class operations: we
are market leaders in automated
technology with exceptional
standards of operational performance
and productivity.
World class employees: our
dedicated, experienced and innovative
team serves customers in some of
the most dynamic economies around
the world.
Recognised brand: we are a
recognised brand for delivering excellent
customer service, with a commitment
to good corporate governance and
corporate responsibility.
 12 DP World Annual Report and Accounts 2013

Our Business Model

We are a global operator of container and marine terminals.

Our aim is to enhance the supply chain efficiency of our
customers by effectively handling container, bulk and general
cargo across our network.

We continually invest in terminal Our people are our most important

OUR BUSINESS IS infrastructure leading to increased
efficiency and profitability within
asset and we are committed to
promoting a workplace that encourages
WELL POSITIONED the Groups terminals. With the
expansion of existing terminals and
continuous learning and growth for
all, with a culture where innovation,
FOR GROWTH AND a pipeline of new developments, we collaboration and superior performance
WE BELIEVE WE are contributing to economic growth
and development around the world.
are a recognised and celebrated part
of who we are and what we do.
AREWELL PLACED We believe our business will continue to We are also committed to working closely
TOCONTINUE TO deliver long-term value to our shareholders with our customers and joint venture
as it offers stable and long-term cash partners to deliver quality services today
OUTPERFORM flows, relatively high growth rates, and to have innovative solutions for the
THEMARKET. high barriers to entry, a global network
which is managed locally, and world
needs of customers tomorrow. Whether
it is planning for new developments such
MOHAMMED SHARAF class operations and employees. as enabling ports to handle the next
GROUP CHIEF EXECUTIVE OFFICER generation of ultra-large container vessels
We recognise good corporate governance or improving the reliability and efficiency
and corporate responsibility as key enablers standards to handle more containers
that guide our activities and they are safely, we are a global business partner.
embedded within our values. In addition
to the movement of cargo, we work with
the governments, and the communities
that they serve, in order to make an
impact and support the community.

DP World Jebel Ali (UAE)

 13 DP World Annual Report and Accounts 2013

From a macro global perspective, the ports

and greater transportation industry serves
as a vital economic lifeline and gateway
to a country by supporting economic
growth and prosperity. By efficiently
servicing vessels crossing the worlds
oceans, ports play a significant role in
contributing to a countrys GDP, reinforcing
trade relationships, supporting economic
diversification, building local knowledge
and expertise to increase competitiveness
and also generating employment.
Container vessels transport around 60% of
the value of global seaborne trade, more
than $5.6 trillion worth of goods annually
and around 90% of trade by volume15.

Key influences driving the growth of our

industry include globalisation, rapidly
developing economies, urbanisation, the
emergence of mega cities, containerisation,
greater operational efficiency and changing
customer demands. We develop and
adapt our strategy and our business to
take into account these global trends
and their impact on our industry.

15 World Economic Forum The Global Enabling Trade

Report2012.

Maximising
shareholder value

http://ar.dpworld.com/2013
 14 DP World Annual Report and Accounts 2013

Our Strategy

Our strategy describes our plan to maximise shareholder value

through leveraging our portfolio of world-class infrastructure
assets, to strengthen global supply chains and to generate
sustainable economic growth.

DP WORLD OUR STRATEGY

GLOBAL STRATEGY As we evolve and live in a more
ROAD MAP integrated world, we have to constantly

rning Cu
adapt to the changing environment

lea
and our customers needs. Our strategy
st therefore has to be flexible to the
d
Corporate
om changing dynamics, whilst providing clear
an

guidance on how to achieve our vision.

onsibility
resp
er
ple

In 2013, we introduced the concept

Peo

of the balanced scorecard framework

plementation

to communicate DP Worlds strategy,

with the aim of communicating a clear,
governance
Corporate
Strategic

consistent and shared vision of DP World

Vision for a sustainable future. The framework
Mission provides measurable guidance and targets
for DP World over the medium and long-
Values term, and uses key performance indicators
(KPIs) to measure the implementation
im

of the strategy across the portfolio.

nal

The next section describes DP

tio

Co Worlds global strategy road map.

mmunication
Fin

ra

nc
pe
a

ial
al/O
rn
Inte
Strategic pillars
Strategic priorities

Our global strategy is communicated via two avenues: Our Vision, Mission and Values and the DP World balanced scorecard
framework. Our Vision, Mission and Values define our purpose, the means to achieve our purpose and the principles that drive
behaviour at our Company.

Our Vision Our Mission Our Values

Sustainable value through
global growth, service and
excellence.
A global approach to a local
business environment where
excellence, innovation and
profitability drive our core
business philosophy of
exceptional customer service.
Commitment to our people
and our customers
Profitable global growth
Responsible corporate and
personal behavior
Excellence and innovation

Our Vision looks to our future. It gives Our Mission describes our purpose. It Our Values are the common principles
direction to where we are going and says what we exist to do and how this that shape our culture. They describe
what we want our Company to become. takes us towards achieving our Vision. how we do things at DP World.

The DP World balanced scorecard
framework defines strategic pillars
to be implemented across the
Company and strategic priorities
which are measured against KPIs.
STRATEGIC PILLARS
Our organisation-wide strategic
pillars define objectives that apply
and need to be implemented across
the regions and business units in our
Group. They align our business to build
a more sustainable business model,
develop robust risk and compliance
processes, communicate effectively to
all stakeholders and implement our
strategy. They are comprised of:
Strategy Implementation:
communicate key messages and define
measurable performance milestones.
Corporate Governance: ensure good
corporate governance and adherence
to international best practice.
Communications: enhance internal
and external communications.
Corporate Responsibility: build
and sustain strong communities
through strategic community
investment, to leave a sustainable
legacy and to take the lead in
being a good corporate citizen.
http://ar.dpworld.com/2013
15 DP World Annual Report and Accounts 2013
OVERVIEW
REPORT
STRATEGIC
STRATEGIC PRIORITIES People & Learning Priorities: creating
Our four strategic priorities tell the a learning and growth environment.
story of our strategy and describe how Internal & Operational Priorities:
we create value for our stakeholders, developing efficient, safe and secure
by focusing on the following: methods of managing our operations.
Financial Priorities: driving sustained
long-term shareholder value. Our four strategic priorities are explained
Customer Priorities: creating
GOVERNANCE
CORPORATE
in further detail in the table and case
a satisfied and profitable studies to follow, including an outline of
customer experience. our achievements during 2013 and KPIs.
FINANCIAL STATEMENTS
CONSOLIDATED
People and Learning Internal/Operational
Creating a learning and Developing efficient, safe and secure
growth environment methods of managing our operations
DP World
Balanced
Scorecard
Customer Financial
Creating a satisfied Driving sustained long-term
and profitable shareholder value
customer experience
 16 DP World Annual Report and Accounts 2013

Our Strategic Priorities

2013 ACHIEVEMENTS

Financial We strategically adjusted our portfolio,

divesting and monetising some of
our assets in Hong Kong (China) and
Driving sustained long- recycling capital into faster growing
We opened the c. $2.3bn DP World
term shareholder value markets and new developments,
including Jebel Ali (UAE), Embraport
(Brazil), Rotterdam (Netherlands) and the
DP World London Gateway port (UK).
wall by 400 metres to 3,000 metres,
allowing for the simultaneous handling
of six ultra-large container vessels.
London Gateway port and logistics
park project (UK) on schedule in
the fourth quarter of 2013.

We opened the new extension to

Container Terminal 2 (T2) at Jebel Ali
port (UAE). The expansion adds one
FOR MORE INFORMATION million TEU, extending the T2 quay
SEE PAGES 18-19

Customer We welcomed the first scheduled vessel

to the DP World London Gateway
our customers competitiveness
and lowering supply chain costs.
port, the MOL Caledon from South
Creating a satisfied Africa, after more than a decade of We jointly announced with Marks
and Spencer the building of a new
and profitable planning and construction across
three square miles of development. c. $300 million distribution centre at
customer experience We implemented new initiatives using
the London Gateway logistics park,
which will give Marks and Spencer
smartphone mobile applications closer access to key UK cities and
to integrate our entire range of access to the rail network being built.
customer services at Jebel Ali port
FOR MORE INFORMATION (UAE), with the aim of increasing
SEE PAGES 20-21

People & Learning We rolled out the newly developed

software Planning Terminal
gain a better understanding of the key
drivers that engage our people. The
Operations that provides learners survey was conducted in 26 languages
Creating a learning with the opportunity to test and and we received over 16,000 responses.
and growth understand different techniques safely,
then implement in live operations.
See page 36 for further information
regarding the My World survey results.
environment We implemented a new framework
for leadership development. See
page 36 for further information.
We ran the third My World employee
FOR MORE INFORMATION engagement survey during 2013 to
SEE PAGES 22-23

Internal/ We launched the industrys largest

ever asset management programme
We inducted almost 5000 truck drivers
into our safety programme for external

Operational which will cover our entire global

operations. By managing our assets
truck drivers at Jebel Ali port (UAE)
as part of our priority to provide a
across our portfolio, it greatly improves safe and secure work environment.
Developing efficient, efficiency, eliminates wastage and
We implemented the methodology
safe and secure duplication, cuts costs, and minimises
disruption to customer service. of scenario planning to strengthen
methods of managing We joined forces with the Dubai Carbon
our ability to think through future
environments and ensure our strategy
our operations Centre of Excellence (DCCE) on the eve
of World Environment Day. The initial
is best placed to take advantage of
a changing world. The DP World
phase of the five-year agreement with Global Scenarios 2040 booklet
DCCE will see them review our practices, was launched in December 2013.
explore and identify energy reduction
opportunities to implement in line
with international standards. Agreed
FOR MORE INFORMATION projects will have the potential to be
SEE PAGES 24-25 applied across our global network.
 17 DP World Annual Report and Accounts 2013

KEY PERFORMANCE INDICATORS

OVERVIEW
Return on Capital Employed ROCE (return on capital Earnings Per Share (US cents) exc SDI EPS (earnings per share) is

6.7%
employed) is EBIT before
separately disclosed items as a
percentage of total assets, less
current liabilities.
Our ROCE is impacted by the
very low age profile of our
12 6.8%
portfolio and the up front
11 6.0%
capital investment required.
10 4.4%
72.8
calculated by dividing the
profit after tax attributable
to owners of the Company
(before separately disclosed
items) by the weighted average
shares outstanding.
12 65.7
In 2013, our EPS grew 27% on
11 55.3 a like-for-like basis, displaying
10 45.0

REPORT
STRATEGIC
ROCE has almost doubled in our ability to target higher
09 3.8% the last four years and we are 09 35.6 margin cargo, improve
13 6.7% making good progress towards 13 72.8 efficiencies and maintain costs.
our target of 15% on our
existing portfolio by 2020.

GOVERNANCE
CORPORATE
Gross Capacity mTEU Gross capacity is the total 2013 Capital Expenditure $1,063 million of capital
Gross Capacity Utilisation % capacity from our global expenditure was invested

70.7/80%
portfolio of over 65 terminals. across our portfolio in 2013,
Gross capacity utilisation is the with a significant proportion
total throughput divided by the invested in our DP World
total capacity. London Gateway port (UK) and
Our portfolio remains highly Jebel Ali port (UAE).
69.7 utilised and above the industry Our capital expenditure in 2013
12 average. was predominantly targeted
80%
at new facilities and the

FINANCIAL STATEMENTS
CONSOLIDATED
11 69.4 expansion of existing facilities.
79%
49% New facilities
10 64.1 34% Existing facilities
77%
17% Maintenance
09 59.7 Gross Capacity (mTEU)
73% Gross Capacity Utilisation (%)
13 72.8
72.8
2013 DP World Institute Training Programmes My World Employee Engagement We recognise the need to
Leadership Survey Response Rate have a solid understanding of

77%
Operations the attitudes and opinions of
89 our people and understand
Middle East, Europe & Africa the relationship between
187
employee engagement and
Asia Pacific & Indian Subcontinent 40 business performance. We
270 11 77% measure these key indicators
bi-annually through our My
Australia & Americas 16 09 75% World employee engagement
64 survey. In 2013, a 77% response
Global Programmes
By offering 10
a market-leading portfolio of products and tools, the DP World rate from staff at participating
35
Institute team exists to add value to the business by meeting our customers business units was achieved.
needs and by enabling our people to meet their true potential. Over 16,000 responses were
72.8 received in 2013.
72.8

Increase in Gross Berth Moves Per Hour GBMH (gross berth moves per Lost Time Injury Frequency Rate LTIFR (lost time injury

6.4%
compared against our 2008 baseline hour) is calculated by taking frequency rate) is the

13%
the total container vessel frequency of injuries per
moves, divided by the sum of million hours worked.
the gross crane hours (where DP World is committed to
gross crane hours is the time ensuring the safety of our
from first lift to the last lift of people and we will continue
12 12% each quay crane combined). 12 7.3%
to strive towards achieving our
11 10% We have calculated the GBMH
11 8.0% goal of zero harm.
10 5% as an average across our 10 8.8%
09 3% portfolio and the above graph 09 10.1%
shows our GBMH improvement
13 13% as a percentage against our
13 6.4%
2008 baseline.

http://ar.dpworld.com/2013
 18 DP World Annual Report and Accounts 2013

Our Strategy in Action

Financial
To ensure we retain our status as an attractive and competitive business for
investors, we must drive sustained long-term shareholder value.

KEY GOALS AND TARGETS

We set challenging financial targets

to drive optimised productivity
and to deliver sustainable value.
Our terminals contribute to our
financial performance by:
increasing asset utilisation;
increasing productivity;
reducing costs; and
increasing current and new
sources of revenue.

By actively managing our global portfolio

and ensuring access to the best sources
of capital for the long-term, we manage
our leverage and investment grade
to ensure we remain competitive.
By operating our terminals through
long-term concessions and strategically
investing in value-adding terminals
where we have management control,
we manage our portfolio by strategically
investing and divesting to maximise
value for tomorrow and beyond.

Hong Kong CT3 (China)

At DP World we actively manage our We undertook two linked transactions in

OUR AIM IS TO portfolio and our finances with two
principal strategic aims in mind: to
Hong Kong, a relatively mature market,
with the first being the divestment of
MAINTAIN OR maintain the diversity of our network of
terminals globally, focusing on maximising
our CT8 terminal. At the same time we
entered a strategic partnership with
INCREASE OVERALL financial returns from our business; and to the Hong Kong arm of the Australian
MARKET SHARE BY ensure we have a strong balance sheet. headquartered Goodman Group, which
develops and manages industrial and
BEING IN THE RIGHT During 2013, we took the opportunity to
strategically adjust our portfolio, divesting
commercial business space, to monetise
our second Hong Kong terminal,
LOCATIONS AND and monetising some Hong Kong assets known as CT3, and the giant logistics
and recycling capital into faster growing facility ATL, which is located alongside
OFFERING THE RIGHT markets and new developments, including CT3. We retain a 25% ownership of
PRODUCTS TO OUR Jebel Ali (UAE), Embraport (Brazil),
Rotterdam (the Netherlands) and the
those two assets as well as retaining
management and oversight of CT3.
CUSTOMERS. WHEN DP World London Gateway port (UK),
which are all investments for the future.
ENTERING OR EXITING
MARKETS, WE DO
SOWITH STRICT
FINANCIAL CRITERIA
AND A CONSIDERED
APPROACH.
YUVRAJ NARAYAN
CHIEF FINANCIAL OFFICER

Driving sustained
shareholder value
The transactions were achieved
at compelling multiples with the
total consideration paid for the two
transactions being $742 million, with
a net gain of approximately $152
million. The transactions were aligned
with our strategic goals and direction,
reducing leverage and allowing us to
reinvest capital into other markets.
The Hong Kong transactions built on the
divestments and monetisations of 2012,
which saw us exiting non-core businesses
with low returns, small joint ventures and
terminals where we had little operational
control or were a minority shareholder.
Over the past two years, we have divested
approximately 3.9 million TEU capacity,
however, our investment pipeline will
have added more than 10 million TEU to
our global capacity by the end of 2014.
These activities have resulted in us
maintaining the shape of our business
with around 70% of the cargo we handle
destined for or originating from the market
our terminals serve (origin and destination
cargo), and three quarters of our business
in emerging markets, which have greater
growth potential than mature markets.
http://ar.dpworld.com/2013
19 DP World Annual Report and Accounts 2013
OVERVIEW
REPORT
STRATEGIC
GOVERNANCE
CORPORATE
It has also meant that we have
FINANCIAL STATEMENTS
CONSOLIDATED
significantly reduced our net debt
to adjusted EBITDA to 1.7 times,
compared with 2.0 times in 2012.
At the same time as maximising the value
of our existing portfolio, we maintained a
disciplined approach to new investments
during 2013. We have stringent investment
parameters in place that require a
return on capital employed of 15% over
the life of any project we invest in.
Our aim is to maintain or increase overall
market share by being in the right locations
and offering the right products to our
customers. When entering or exiting
markets, we do so with strict financial
criteria and a considered approach. With
an already well-diversified network, the
focus in 2013 was to grow capacity in
existing terminals and developments. And
since ours is a long-term business, we
make sure we match our debt profile to
our long-term objectives, avoiding short-
term liabilities and maximising returns for
our shareholders today and tomorrow.

Our Strategy in Action
Customer
Our customers needs are constantly changing. This means we have to
anticipate these changing needs and be agile with our response so that
wedeliver a satisfied and profitable customer experience.
KEY GOALS AND TARGETS
To continue to be a leader in quality and
reliability we will:
continually develop and innovate
services that offer superior
performance for our customers;
deliver value for money on time;
deliver the right capacity to
meet the right demand; and
enhance value-adding services both
inside and outside the terminal
to grow ancillary revenue.
As part of our aim to deliver a satisfied
and profitable customer experience
we will also develop and grow
sustainable, high-value customer
relationships and provide access to a
global network. Through this focus,
we will be known as a trusted brand
that can be relied on by our customers
to deliver at all of our locations.
LONDON GATEWAY
IS A FANTASTIC
PROPOSITION
AND A PERFECT
OPPORTUNITY
TO DESIGN
COLLABORATIVE
SUPPLY CHAINS.
PETER SURTEES
EUROPEAN SUPPLY CHAIN DIRECTOR,
KIMBERLEY-CLARK
20 DP World Annual Report and Accounts 2013
Our new c. $2.3 billion DP World London
Gateway port and logistics park project
in the UK is a standard bearer of our
customer strategic priority. Now open
and trading, the terminal is the UKs first
21st century major deep-sea container
port and Europes largest logistics park.
Operated by DP World on the north
bank of the River Thames, it provides
unrivalled shipping access to the largest
consumer market in the UK. It will
offer cost reductions for businesses
that want to ship goods closer to the
consumer, rather than having the goods
transported further than necessary by
trucks. In essence, it is saving British
businesses time, money and reducing the
CO2 emissions in their supply chains.
Consultation with stakeholders was a key
feature of this project. A series of customer
visits and receptions throughout the UK
and in Asia have all raised the profile
of the port and its advantages. Public
advocacy programmes reached out to
customers such as DB Schenker, Freight
Liner, Maersk Line and MOL. Political
figures also visited the site, including British
Prime Minister David Cameron, as have
potential port users; from companies of
all shapes and sizes to trade associations.
It was also critical for the sustainability of
this project that we engaged positively
with the surrounding communities. From
the beginning, we consulted with the
local communities to engage them in
the project and receive their feedback.
In line with the port being completed
and additional jobs being created, the
team continued to engage with local
universities and colleges in 2013 to
inform young people in the local and
wider communities of the exciting and
fulfilling careers available at the port and
the opportunities more widely available
throughout DP Worlds global portfolio.
Our stakeholder and customer-
focused commitment evidenced by the
development and operation of the DP
World London Gateway port and logistics
park is already delivering results. The
port received its first ship in late 2013,
the MOL Caledon from South Africa
and also announced a c. $300 million
deal with Marks and Spencer for a major
new distribution centre providing easier
access to London and the South East.
Stakeholders and industry experts
are already taking notice:
London Gateway offers the potential
for JLR to gain competitive advantage
by integrating consolidation and
distribution flows through the port.
We already import and export a lot
of material, and were growing, so
there will certainly be opportunities.
Andy Gallon, International
Manufacturing Development
Manager, Jaguar Land Rover.
Our members feed the nation including
the capital. We see London Gateway
as a potential food hub for London,
enabling us to deliver on day one for
consumption on day two, which would
mean extended shelf life for products
and supply chain cost savings for our
customers. Chris Sturman, CEO, Food
Storage & Distribution Federation.
For stakeholders, the added value of
unparalleled tidal access to the UK as
well as superior efficiencies is clear. From
the moment a ship arrives at the port
there will be minimal downtime for a
customers cargo with the use of innovative
operational techniques and technologies
built on the backbone of our global,
proven and tested operational practice. The
DP World London Gateway port will deliver
an unprecedented level of automated
productivity to the container delivery
process, including automated loading of
heavy goods vehicles, with traffic flows
managed using industry proven vehicle
booking systems. Other novel features
include an increased tidal window allowing
it to stay open even in severe weather.
 21 DP World Annual Report and Accounts 2013

OVERVIEW
Providing

REPORT
STRATEGIC
access globally

GOVERNANCE
CORPORATE
FINANCIAL STATEMENTS
CONSOLIDATED
The DP World London Gateway port (UK)
and our flagship Jebel Ali port (UAE) are
unique in our portfolio of more than 65
terminals and new developments. They
are both purpose built from greenfield
sites, both deep water ports able to
handle the new generation of ultra-
large container vessels, both adjacent to
huge logistics parks, and both using the
most modern information technology
to manage the handling of containers.

Ports take time to build and are a

significant investment, planned with
long-term horizons. We did not build
the DP World London Gateway port and
logistics park solely for today or even
tomorrow. It has been built for future
generations. It will support British trade
and the UK economy far into the future,
and it will bring jobs to the local and
wider community as businesses flourish.

http://ar.dpworld.com/2013

Our Strategy in Action
People and Learning
In a workplace that encourages continuous learning and growth for all, we will
create an environment where innovation, collaboration and performance are a
recognised and celebrated part of our culture.
KEY GOALS AND TARGETS
We aspire to be an employer of choice
with a competitive reward scheme that
recognises outstanding performance,
and we aim to maintain employee
retention levels that are above the
industry norm. We achieve this:
through the formal
management of an innovative,
performance-driven culture;
recruiting and retaining a skilled
workforce that is able to meet
the needs of our business; and
succession planning for
all critical roles.
By promoting the DP World culture
wewill:
ensure leadership styles are aligned
to the DP World leadership pillars;
encourage open feedback as
part of promoting an open
environment that supports
innovation and collaboration; and
encourage innovation across
all aspects of our business.
We will also provide an environment that
encourages learning and collaboration
to:
foster continuous learning, including
using technology to support learning
across our global portfolio; and
promote the sharing of information
and statistics to ensure the consistent
application of Human Capital
policies and procedures globally.
22 DP World Annual Report and Accounts 2013
Our dynamic and committed team of over
30,000 people are our greatest asset.
By investing in and enhancing the skills
and knowledge of our people through
world class training programmes, we
will continue to build an outstanding
and high-performing team.
We believe in developing the talent and
potential of our people through ongoing
training not only at their home terminals
but elsewhere in our network. We run
cross-training programmes across our
global portfolio so individuals have a
wide range of experience in different
operational environments. For example,
team members from DP World Dakar
(Senegal) have received training in the UAE
and Djibouti, while staff at Embraport,
our new development in Brazil, have
been trained at DP World Callao (Peru).
This reflects our belief in moving staff
around our network to gain more
experience before they return to their
home terminal to apply the skills and
share the knowledge that they have
acquired internationally. This cross-training
enhances our skilled workforce, which
in turn optimises our business efficiency
for the benefit of our stakeholders.
Abdou Niane Ndiaye is living proof that
investment in providing training across
our network of marine terminals pays off.
Abdou comes from Dakar in Senegal and
joined DP World as a gantry crane operator
at DP World Dakar in 2008. After attending
a training course at the Companys
Jebel Ali terminal, he has moved on to
become a fully qualified trainer himself.
Abdou observed that his experience
is an example of how the approach to
training on the job in different locations
gives local employees a broader
career path and provides them with
the technical know-how to pass on
to others in their home country. The
investment in people has paid off.
We have a myriad of learning and
development initiatives that we use
globally. During 2013, we delivered
planning terminal operations workshops
across our network with state of the
art simulation software so participants
can understand how vessel, yard and
equipment operations can be improved.
Our leadership framework was also further
developed using a range of globally
recognised academic experts to deliver a
multi-lingual leadership learning curriculum
aligned with organisational priorities and
the needs of employees at different levels,
from terminals, regions and head office.
Our iLearn web-based learning
management system offers eLearning
courses, tutor-led webinar sessions
and work-based assignments with
greater flexibility and more realistic
workplace situations. Collaborative
learning is encouraged through the
use of iPads to access both generic
and bespoke learning material, using
social networks and applications to
deliver paperless learning experiences
and personalised video messaging.
Part of the approach includes our ongoing
support for local training activities and
the well-established advanced trainer
and assessor programme, with expert
advice to terminals and port authorities
on setting-up operational training
centres that feature best practice
processes with learning materials
offered to the wider port community
in the markets in which we operate.
Our people are fundamental to our
sustained success. Contributing to their
learning and development supports our
Companys superior performance. We will
continue to focus on the development
of our people and foster a company
culture where innovation, collaboration
and performance are a celebrated part
of who we are and what we do.
 23 DP World Annual Report and Accounts 2013

OVERVIEW
Encouraging

REPORT
STRATEGIC
continuous learning

GOVERNANCE
CORPORATE
FINANCIAL STATEMENTS
CONSOLIDATED

Training centre at DP World Jebel Ali (UAE)

http://ar.dpworld.com/2013

Our Strategy in Action
Internal/Operational
To sustain our long-term global growth we must ensure we develop
andcontinuously improve efficient, safe and secure ways of managing
ouroperations.
KEY GOALS AND TARGETS
Developing efficient, safe and secure
methods of managing our operations by:
providing a safe and secure
environment and contributing
to a sustainable environment;
growing revenue profitably by
excelling in customer service, retaining
existing customers and targeting
a pipeline of new customers;
growing sustainably and
profitably, winning projects in
markets with strong economic
growth drivers and focusing on
origin and destination cargo;
managing risk intelligently
and optimising opportunities,
reducing operations downtime
and non-operational risks, and
operating in compliance with
applicable laws and regulation;
focusing on operational excellence
and extracting the maximum value
from our resource base which results
in increased cost productivity; and
creating the culture and infrastructure
needed to encourage innovation
through research and development.
24 DP World Annual Report and Accounts 2013
Efficiency, safety and security are key
elements in sustaining our long-term
growth and maintaining our operational
excellence. Ensuring cost containment
and safety supported by automation
technology and innovation is something
that our customers expect, reinforcing
our reputation for providing premier
services. We achieve this by harnessing the
collective knowledge and experience across
our global portfolio, exchanging best
practice and knowledge sharing, keeping
up to date with the latest technological
advances in our industry and cascading
that information across our network.
These ingredients all contribute to greater
efficiency. With regional collaboration, our
various Head Office departments also get
involved to ensure we are closely aligned.
With regular terminal visits and inspections
we reinforce compliance with our global
policies and verify that operational service
levels meet the standard for terminal
configuration and customer satisfaction.
By monitoring and benchmarking
terminal performance and capacity
through well-defined key performance
indicators we can better identify when
additional capacity is required to meet
the future needs of our customers.
From automated remote controlled quay
cranes to optical character recognition
systems for containers, we implement
technological advancements that will
improve our efficiency which in turn
benefits our stakeholders. A rolling series
of workshops with users of our terminal
systems, also makes sure there is a
continuous focus on quality assurance and
improving productivity at our terminals.
The best operations model in the industry
is a centralised system, with the terminal
control centre at its heart supported by
the terminal operating system (TOS).
Traditionally such systems are built around
a container. We are building ours around
equipment because that is what drives our
efficiency and effectiveness. Until now we
have primarily used third-party TOS but we
are currently developing an in-house TOS
with multiple smart applications and add-
ons to optimise performance. The system
is already up and running in Suriname,
Tarragona (Spain), Hong Kong (China) and
a number of our African ports with plans to
implement it in Laem Chabang (Thailand),
one of the larger terminals in our network.
Our future aim is to have all knowledge
and optimisation embedded in
one platform so that we can take
advantages of integrated and centralised
asset management utilisation.
During 2013, we launched the industrys
largest ever asset management
programme, bringing together our
activities into a harmonised risk based
management system approach strongly
aligned with our strategic objectives. This
will be compliant with the ISO 55000
standard for asset management.
Port equipment is by its nature expensive
and therefore requires careful handling.
If all our assets are managed across the
global portfolio rather than on a terminal
by terminal basis, we can greatly improve
efficiency, eliminate waste and duplication,
cut costs, and minimise disruption to
customer service. Five terminals have
already trialled the programme with
another eight scheduled to join in 2014.
Our initiatives under the umbrella of
operational excellence also bring benefits
such as reducing the amount of carbon
emissions, faster vessel start up, a shorter
equipment cycle, faster shift changes
and faster gate transactions matching
demand with supply so we can service
customers better, faster, and safer.
 25 DP World Annual Report and Accounts 2013

REPORT
STRATEGIC
Continuously
improving
efficiency

Rotterdam World Gateway (the Netherlands)

As customers order larger vessels and seek world class ports to
handle them, development of port infrastructure is becoming
amajor requirement in the industry. Our flagship port at Jebel
Ali(UAE), already able to handle the worlds largest vessels, is
preparing to be able to serve ten ultra-large container vessels at
thesame time. In December 2013, the first four of 19 ship to
shorequay cranes arrived for the new four million TEU Container
Terminal 3 (T3) at Jebel Ali.
With their 69.5 metre lifting height and extended reach, the new
cranes can handle the new generation of 25 container-wide
ultra-large container vessels. There will be 98 quay cranes in total
at Jebel Ali once all cranes on order are in place. T3, which is
dueto open in 2014, will increase the total capacity of the port
to19 million TEU.

http://ar.dpworld.com/2013
 26 DP World Annual Report and Accounts 2013

Chief Financial Officers Review

DP World has delivered another set of strong financial results

in2013, with profit attributable to owners of the Company
growing 10.9% to $604 million.

OUR RESILIENT PERFORMANCE

ILLUSTRATES THAT A PORTFOLIO
EXPOSED TO ORIGIN AND
DESTINATION CARGO IN FASTER
GROWING MARKETS, CONTINUES
TO BE THE RIGHT BUSINESS
MODEL TO PURSUE.
YUVRAJ NARAYAN
CHIEF FINANCIAL OFFICER

In 2013, we achieved adjusted EBITDA of $1,414 million, while adjusted EBITDA margins reached a new high of 46%. On a like-for-like
basis the growth was solid with adjusted EBITDA and EPS growing by 9% and 27% respectively, driven by margin growth in our Middle
East, Europe and Africa region.

2013 revenues grew by 3.6% on a like-for-like basis, despite reporting a 0.5% decline in like-for-like consolidated volumes, which
illustrates our ability to target higher margin cargo. Our 2013 like-for-like gross volumes grew marginally by 0.7%, due to a combination of
being capacity constrained at key locations, including Jebel Ali (UAE), and tougher operating environments in the Asia Pacific and Indian
Subcontinent region, particularly in the first half of 2013. After a difficult start to 2013, we were encouraged by our volume improvement
and a strong second half of the year resulted in marginal full year volume growth.

MIDDLE EAST, EUROPE AND AFRICA

Like-for-like
at constant
2013 2012 currency %
Results before separately disclosed items (US$m) (US$m) % change change

Consolidated throughput (TEU 000) 18,993 19,202 (1.1%) 0.4%

Revenue 2,124 2,112 0.6% 4.4%
Share of profit from equity-accounted investees 8 24 (65.2%) 2.6%
Adjusted EBITDA 1,095 1,021 7.3% 10.1%
Adjusted EBITDA margin 51.6% 48.3% 52.7%16

Market conditions in the Middle East, Europe and Africa region were mixed. Resilience in our UAE and Africa portfolio mitigated the
weaker markets elsewhere. In fact, the UAE delivered another record year with throughput reaching 13.6 million TEU despite being
capacity constrained at the start of the year. Consolidated throughput for the region was down 1.1% for the year, but our revenue grew
4.4% on a like-for-like basis as our cargo mix favoured higher margin origin and destination and non-container traffic, particularly in the
UAE. This translated into a strong financial performance with adjusted EBITDA improving by 7.3% to $1,095 million, while the adjusted
EBITDA margin expanded to 51.6%.

16 Like-for-like adjusted EBITDA margin.

 27 DP World Annual Report and Accounts 2013

Achieving
financial efficiency

OVERVIEW
REPORT
STRATEGIC
ASIA PACIFIC AND INDIAN SUBCONTINENT
Like-for-like
at constant
2013 2012 currency %
Results before separately disclosed items (US$m) (US$m) % change change

Consolidated throughput (TEU 000) 4,604 5,401 (14.8%) (3.9%)

Revenue 355 457 (22.2%) (7.6%)
Share of profit from equity-accounted investees 90 111 (18.7%) (4.5%)

GOVERNANCE
CORPORATE
Adjusted EBITDA 220 299 (26.6%) (13.4%)
Adjusted EBITDA margin 61.8% 65.6% 59.8%17

It has been well documented that market conditions in the Asia Pacific and Indian Subcontinent region were challenging, particularly in the
first half of 2013. Weaker than expected GDP growth in Asia combined with a depreciating currency and divestments and monetisations
impacted reported volumes, which were down 15% for the year. However, on a like-for-like basis the decline was a more modest 4.0%.
Reported revenues declined to $355 million while adjusted EBITDA fell to $220 million. However our focus on higher margin cargo and

FINANCIAL STATEMENTS
CONSOLIDATED
cost efficiencies meant that our margin was protected with an adjusted EBITDA margin of 61.8%. On a more positive note, we witnessed
improved market conditions in the second half of 2013 in the region.

AUSTRALIA AND AMERICAS

Like-for-like
at constant
2013 2012 currency %
Results before separately disclosed items (US$m) (US$m) % change change

Consolidated throughput (TEU 000) 2,480 2,494 (0.6%) (0.6%)

Revenue 594 553 7.5% 8.9%
Share of profit from equity-accounted investees (14.0) (1.0)
Adjusted EBITDA 195 166 17.7% 31.7%
Adjusted EBITDA margin 32.9% 30.0% 34.7%18

The Australia and Americas region delivered a resilient performance with consolidated volumes down marginally by 0.6% in 2013. The
Americas delivered a softer performance in the second half of the year due to tough prior year comparables. Overall our revenues in the
Australia and Americas region grew by 7.5% to $594 million for the year and our focus on higher margin cargo meant that our adjusted
EBITDA of $195 million was up by a pleasing 18% on the prior period, while adjusted EBITDA margins also grew to 32.9%.

CASH FLOW AND BALANCE SHEET

Cash generation remained strong with cash from operations standing at $1,299 million for 2013. Our capex reached $1,063 million as we
delivered some key projects including the DP World London Gateway port (UK) and the expansion at Jebel Ali (UAE). Gross debt rose
marginally to $5,035 million while net debt declined to $2,464 million. Our gearing remains relatively low with net debt to adjusted
EBITDA standing at 1.7 times.

CAPITAL EXPENDITURE
We maintain our 2012-2014 $3.7 billion capital expenditure guidance as our projects remain on schedule and on budget. We look forward
to adding further capacity at Jebel Ali (UAE) and Rotterdam (the Netherlands). The lower than expected reported capital expenditure in
2013 is due to timing differences and we expect that to unwind in 2014.

2020 TARGETS
In summary, we continue to work towards achieving our 2020 targets of 50% adjusted EBITDA margins and 15% ROCE on our existing
portfolio. While reported adjusted EBITDA margin stood at 46%, the margin on a like-for-like basis was 47.6%. Our ROCE for our portfolio
of assets reached 6.7% in 2013, up from 4.4% in 2010. We expect further ROCE improvement in the coming years as we continue to
grow and increase utilisation levels across the portfolio.

Yuvraj Narayan
Chief Financial Officer 17 Like-for-like adjusted EBITDA margin.
18 Like-for-like adjusted EBITDA margin.

http://ar.dpworld.com/2013
 28 DP World Annual Report and Accounts 2013

Corporate Responsibility

At DP World, we believe in being a responsible corporate citizen Corporate responsibility is good for our
people, our customers, our communities
and making a sustainable difference in the communities in which and our environment. We recognise that
we operate. fully integrated corporate responsibility
does not happen overnight and it requires
change across systems, processes, people
and behaviours. Our business involves
long-term investments and sustainable
development takes time to develop,
integrate and build. The aim of our
corporate responsibility approach is to
integrate responsible business practices
into our daily activities to bring about
long-term sustained improvements that
meet the needs of the communities in
which we operate, both today and in the
future. We recognise that our global reach
brings diversity. Rather than applying a
uniform policy across the markets in which
we operate, our corporate responsibility
effort is based on the four quadrants of
community, environment, people & safety
and marketplace which are applied to
suit the local needs of each community.
Having a global plan with local action
provides consistency, yet enables each
business unit to consider what will
provide the greatest benefit relevant to
what they do and where they operate.

Our senior management painted a canvas with the team from Mawaheb from Beautiful People, an art studio in
Dubai for adults with special needs

Build sustainable Reduce our impact

communities through on the environment
strategic community through innovation,
investment new technologies and
Env
nity iro
behavioural change
u
m

nm
m
Co

en
t

DP World
Corporate
Responsibility
Peo

e
ple

lac

nd
tp
a

e
Build an inclusive,
Sa
fety ark Be recognised as
supportive and safe M asector leader
work environment incorporate
that develops the responsibility
progression of our and governance,
people and creates thought leadership
a culture of diversity, and innovation
safety and well-being

The Corporate Responsibility Advisory
Committee supports the integration of
corporate responsibility into our business.
The Committee is chaired by the Group
CEO, Mohammed Sharaf and met four
times during 2013 with key outcomes
including:
policy development and
implementation;
introduction of the corporate
responsibility scorecard to measure
progress at the regional level;
embedding corporate responsibility
into objectives and personal
development plans; and
reviewing and setting corporate
responsibility budgets.
Corporate responsibility is a strategic
pillar of our global strategy, an enabler
essential to facilitating the responsible
development and sustainable growth of
our business. To support the sharing of
best practice and the regional integration
of our corporate responsibility strategy,
13corporate responsibility champions were
appointed across the regions and they met
five times during 2013 via teleconference.
The Board receives a safety and
environment report at each Board meeting
to monitor the Groups performance
against key performance metrics. Our
management also plays a role in leading by
example by actively promoting safety onsite
to create a safer working environment.
Making a
sustainable
difference
http://ar.dpworld.com/2013
29 DP World Annual Report and Accounts 2013
Stakeholder engagement is essential
to the successful implementation of
our corporate responsibility strategy.
Increasingly our business units undertake
stakeholder engagement mapping to
understand and identify key issues so that
we can engage the wider community,
especially at our new developments. In
2013, we developed stakeholder mapping
tools for the corporate responsibility
champions to use when developing
new partnerships in the community.
Staff surveys were widely conducted
across our terminals to gain a better
understanding of our peoples knowledge
of our corporate responsibility framework
and strategy and to collect their ideas
on corporate responsibility initiatives and
interest in participating in programmes.
The results of the surveys will form the
basis for developing the 2014 corporate
responsibility business unit and regional
action plans. The corporate responsibility
champions, in collaboration with regional
management, have developed the
regional corporate responsibility plans.
MEASURING PROGRESS
We regularly measure our progress
against our corporate responsibility
strategy. In 2013, we launched the
corporate responsibility scorecard, a
tool for our corporate responsibility
champions to measure progress in regions
and business units against our four
quadrant framework. The scorecard was
completed twice during 2013 and the
results were reported to the Corporate
Responsibility Advisory Committee.
We also believe that it is important to
OVERVIEW
measure changes in behaviour and
embed such change through individual
performance objectives. Significantly, an
outcome of the Corporate Responsibility
Advisory Committee in 2013 was the
decision to incorporate corporate
responsibility focused objectives for senior
management with ongoing monitoring to
REPORT
STRATEGIC
be implemented in 2014 to chart progress.
COMMUNICATION
The key to involving and inspiring our
people is communication. In 2013, we
developed a clear corporate responsibility
communications plan with key messages
which was distributed to the corporate
GOVERNANCE
CORPORATE
responsibility champions for inclusion
in regional communications. We have
refreshed our external website to ensure
that external audiences are aware and
understand our approach. We also
launched an online e-learning module for
our people to improve their understanding
of what corporate responsibility is and
FINANCIAL STATEMENTS
CONSOLIDATED
what it means to our Company. In 2014,
we will further focus on developing
our internal communication tools.
 30 DP World Annual Report and Accounts 2013

Corporate Responsibility
Our Four Quadrant Approach to Corporate Responsibility
Our corporate responsibility strategy is based on the four
quadrants of community, environment, people & safety and
marketplace which are applied to suit the local needs of each
community. Our progress in 2013 and our future focus areas for
each of the quadrants are outlined in the table below.

2013 ACHIEVEMENTS

Community Implemented a community

investment framework.
Implemented a grant agreement
Build sustainable communities template to promote good
through strategic community governance when partnering with
investment. not-for-profit organisations.
Implemented the corporate
responsibility scorecard for
FOR MORE INFORMATION
SEE PAGES 32-33
measuring our progress against
strategy across our Group.
Developed and implemented
a volunteering programme for
Head Office employees.
Improved communication and increased
regional understanding of our strategic
community investment approach.

Environment Completed a global energy footprint

assessment for our business.
Received an external review
Reduce our impact on the of our carbon management,
environment through innovation, achieving distinguished scores for
new technologies and behavioural emission management, strategy
change. and governance categories.
Invested in establishing a specialist
energy management team of engineers,
environmental specialists and operations
analysts, to drive reductions in energy
consumption across our Group.

FOR MORE INFORMATION

SEE PAGES 34-35

People and Safety Won Best Implementation of

Build an inclusive, supportive
and safe work environment that
develops the progression of our
people and creates a culture of
diversity, safety and well-being.
FOR MORE INFORMATION
SEE PAGES 36-40
Digital Learning Award MEA and
launched a number of e-learning
initiatives and workshops to
support the continued learning
and development of our people.
556 people from our team received
operations specific training delivered
by our DP World Institute.
Introduced Human Capital global
safety standards and introduced new
global engagement programmes
for implementation at our terminals
to manage risks to our people, our
assets and the environment.
Conducted the 2013 My World
global employee engagement
survey and held subsequent
seminars to discuss the results.

Marketplace Co-convened the third Counter-Piracy

Be recognised as a sector leader
in corporate responsibility and
governance, thought leadership
and innovation.
Conference themed Countering
Increased communication regarding
our corporate responsibility initiatives
Maritime Piracy: Continued Efforts with 17 related press releases
for Regional Capacity Building. being issued during the year.
Updated our website with a dedicated
corporate responsibility section to
improve external communication.

FOR MORE INFORMATION

SEE PAGE 41
 31 DP World Annual Report and Accounts 2013

OVERVIEW
DP World Karachi (Pakistan) DP World Yarimca (Turkey) Doraleh Container Terminal (Djibouti) DP World Sokhna (Egypt)

REPORT
STRATEGIC
KEY PERFORMANCE INDICATORS FUTURE FOCUS AREAS

230+ community projects and We aim to: Build our volunteering programme

GOVERNANCE
CORPORATE
partnerships across our Further invest in the communities across our global network.
globalnetwork. in which we operate based on Build capability across our Group to
identified key areas of education, further improve the management of
13 corporate responsibility
champions appointed globally.
health, marine environment and
community development.
strategic community investment.

Identify and develop appropriate tools

231 hours were volunteered for
community projects by our
to measure social return on investment.

FINANCIAL STATEMENTS
CONSOLIDATED
Head Office team.

15% reduction of KgCO e/ModTEU 2

(per Modified TEU) since 2009.
We aim to:
Complete detailed energy consumption
assessments across our Group.
Introduce and pilot renewable and
alternative energy options into
our core business functions.
17% reduction in Mega Joules of
Energy used per Total Terminal
Move since 2009.
Enhance our capability to manage
and reduce our freshwater
Develop and expand our capability
to recycle and manage waste
consumption by developing a with the wider stakeholder group
comprehensive usage footprint. for the whole supply chain.

37% reduction in our lost time injury

frequency rate since 2009.
We aim to:
Roll out health, safety and
environment programmes to improve
Launch our Women are a Valuable
Asset initiative in support of
our commitment to increasing
52% oftheourCompany
people have been with
for over five years
understanding and strengthen the
safety culture at our business units.
diversity amongst our team.
Introduce a new talent management
Complete safety and system to streamline the management
environment assessments. of our global talent pool.
Deliver accident investigation Introduce a new state of the art
training to all terminals to performance management, succession
enhance quality investigations and and career planning system.
improve risk management.

>750 government and industry

leaders attended the Counter-
We aim to:
Work in partnership with our
Identify appropriate forums for DP
World to be an active participant
Piracy Conference in 2013. Internal Audit team to identify in corporate responsibility debate
controls and measures to enhance and policy development.
transparency and governance of
corporate responsibility initiatives.
Continue to enhance our internal
and external communication.

http://ar.dpworld.com/2013
 32 DP World Annual Report and Accounts 2013
Corporate Responsibility
The Community
As a global operator of container OUR PERFORMANCE IN 2013
and marine terminals, our business While our focus was on strategic
is focused on long-term investments community investment during 2013, we
and we therefore become a significant aim to ensure it is targeted at relevant
part of the communities in which we social issues that will have a long-term
operate. We endeavour to become impact. This means developing alliances
an enabler in those communities by with our community partners rather than
involving ourselves in projects and simple philanthropic donations. One
initiatives that will raise awareness, tackle mechanism by which we achieve this is
social issues and make a difference. through volunteering, where our people
share their skills and expertise and get
involved in hands-on activity such as
reading to children or renovating a school.
As part of this approach, we have
WE ENCOURAGE OUR developed a community investment
framework that describes our work,
EMPLOYEES TO determines our responsibilities and those
of our not-for-profit partners and helps
ENGAGE WITH THE us maintain our focus on achieving
COMMUNITY AND sustainable long-term change. This was
launched in tandem with the introduction
ACTIVELY MAKE A of our grant agreement template thatsets
out accountabilities and responsibilities
DIFFERENCE. when we work with not-for-profit
organisations. In 2014, we aim to develop
VOLUNTEER WORK IN a community investment toolkit, including
SUCH PROGRAMMES a contributions policy and a corporate
responsibility expenditure policy.
ENRICHES THE
Earlier in the year, we launched our
QUALITY OF LIFE OF volunteering programme for our
BOTH VOLUNTEERS Head Office team, providing them
with the opportunity to volunteer
AND THE PEOPLE for one day a year in the community.
From the implementation of the
THEY HELP. volunteer framework in May 2013
the Head Office team contributed
MOHAMMED SHARAF 231 hours to the community.
GROUP CHIEF EXECUTIVE OFFICER
Across our portfolio and throughout
2013, our people demonstrated their
commitment to the communities
in which they work:
Our Philippines operation is driving
sustainable corporate responsibility
through its work directly with
the community. Employees have
been involved in awide variety of
activities, from regular environmental
clean-ups to supporting healthcare
initiatives by sponsoring doctors to
visit disadvantaged communities
surrounding the port and providing free
medical check-ups and consultations.
Following the devastating Typhoon
Haiyan, a relief hub was established
at the port providing free use of berth
and warehouse space and equipment.
Our team in Hong Kong have been
working with the NGO Sheung
Kung Hui Welfare Council in Tung
Chung for over four years, providing
young people with the opportunity
to pursue their interests and discover
their abilities. Sponsored lessons,
extra-curricular activities, field trips
and a series of structured youth
activities are part of theprogramme.
Qasim International Container Terminal
has adopted the Darsana Chana
village with the aim of developing a
sustainable community. Support has
included the installation of wells and
filtration units for clean drinking water,
sponsoring the education of children
and collaboration with a local non-
government organisation to provide
education and training for localwomen.
DP World is also one of the main
supporters of the Indian Maritime
University, encouraging young
men andwomen to become
industry leaders of tomorrow.

Above: DP World Sydney (Australia), going clockwise DP World Jebel Ali (UAE), DP World Constanta (Romania), DP
World Cargo Services (South Africa)
In Caucedo, DP World hosted for the
eighth consecutive year, the Back to
School Party for over 300 children.
The theme this year was focused on
the environment and an eco-rally
was run; a fun, dynamic, educational
and physically challenging activity
for the children and their parents.
In Australia, many of our people
dedicate their time, energy and
resources to the communities in which
they live and work. Some of the
partners we have worked with include
Variety NSW The Childrens Charity,
Maroubra Surf Life Saving Club, Sids
and Kids, Royal Melbourne Childrens
Hospital and the Queensland Dare
to Lead Aboriginal Youth Camps.
http://ar.dpworld.com/2013
33 DP World Annual Report and Accounts 2013
In Europe, the team focused on
communication through an online
tool toshare information on corporate
responsibility initiatives. We aim to
disseminate thisacross our global
network and encourage other
regions to develop similar tools.
In Djibouti, we worked closely with
USAID, FHI360 and the Government
of Djibouti to construct and develop a
community health centre which will act
as a focal point for the local community,
port workers and truck drivers to
receive health checks and to build
greater awareness and understanding
of HIV/AIDS, malaria and tuberculosis.
OVERVIEW
REPORT
STRATEGIC
GOVERNANCE
CORPORATE
FINANCIAL STATEMENTS
CONSOLIDATED
In the UAE, we participated in
Clean-Up UAE in December 2013,
an environmental initiative launched
by Emirates Environmental Group
in2002. This year, more than 200
volunteers collected approximately four
tonnes of waste. We also continued
oursupport for people with the
hereditary blood disorder thalassemia
by encouraging volunteers to donate
blood to help meet the shortage of
blood for emergency transfusions. In
2013, more than 100 of our people
donated blood for this cause.
 34 DP World Annual Report and Accounts 2013

Corporate Responsibility

The Environment
We aim to minimise the environmental impact of our global operations our goal
is zero harm. We operate in a range of different environments around the world
and we strive to reduce the environmental impact of our operations through
rigorous planning and management. Our focus is on reducing our resource
consumption, preventing pollution, conserving biodiversity and managing
emissions to preserve the world we live and operate in.

OUR PERFORMANCE IN 2013 WATER CONSERVATION

We report on all safety and environmental
impacts over which we have operational
control or if one of our subsidiaries has the
authority to introduce and implement our
operating policies at the business unit.
The availability of fresh water is a growing CASE STUDY
global challenge, and operating in water
scarce areas brings with it additional
operational and commercial challenges.
We have implemented a fresh water

ENERGY CONSUMPTION
Switching to energy efficient technologies
and upgrading our processes are the
backbone of our reduction strategy,
whilst in-house energy assessments and
environmental engagement programmes
raise awareness of the impact we
have on our environment and natural
resources to change behaviour.
Our focus on emissions has achieved
a 15% intensity reduction of KgCO2e/
ModTEU (per Modified TEU)19 from
our 2009 baseline and for 2013, we
recorded a 4% decrease in energy
consumption against 2012 figures in
Mega Joules of Energy used per Total
Terminal Move (MJ Energy/TTM).
Kg CO2e/ModTEU
monitoring and reporting system to
capture data across our portfolio which Wastewater
will enable us to implement appropriate
fresh water conservation techniques Treatment
globally to preserve our environment.
Our team at Jebel Ali (UAE) have already Facility at
taken steps to reduce fresh water
consumption through irrigation initiatives
that have resulted in the annual water
AsianTerminals
saving of almost 64 million litres and the
installation of water recycling plants, saving
Inc (ATI)
approximately 75% of water consumption
by the technical department workshop.
(Philippines)
WASTE MANAGEMENT As part of our global initiative to
In 2013, we launched numerous waste implement fresh water conservation
reduction competitions to reduce waste techniques and reduce waste at our
generated at our terminals. These included terminals, ATI, the sole container
waste avoidance and minimisation, re- terminal and multi-cargo port
using, recycling, and the recovery and operator of the Manila South Harbor
treatment of waste to generate energy. (Philippines) constructed and installed
a wastewater treatment facility.

16.4%
Some business units are now currently
adopting waste reduction options such The project was initiated by ATIs
as reducing paper consumption through Energy Conservation Committee.
the use of electronic processes and The wastewater treatment project is
communications which will have an an onsite treatment of wastewater
12 17.5%
impact across the supply chain. Others are generated from the cleaning of
11 18.0%
10 18.3% reviewing their entire operations to identify equipment, which consists of an
09 19.4% and implement as many opportunities activated sludge process that serves as
13 6.4% for reducing waste as possible. treatment of effluent from the existing
oil and water separator. Treated
water is then reused for cleaning of
MJ Energy/TTM heavy equipment hence no water

72.3%
12 75.7%
SCOPE 1 EMISSION

A reporting organisations direct

emissions. Examples include: emissions
consumption and no discharge of
wastewater. This project saved 40,000
litres during 2013, and should continue
to achieve similar savings in the future.
11 79.0% from fuel burned onsite e.g. diesel,
10 83.2% gas, petrol, LPG, oil, and refrigerants.
09 87.6%
13 6.4%
SCOPE 2 EMISSION
19 KgCO2e/Mod TEU (kilograms of carbon dioxide equivalent
per twenty-foot equivalent unit) is the sum total of both A reporting organisations indirect
scope 1 and 2 emissions normalised against Modified TEU
for business to business comparative measurement. An
emissions. Examples include: emissions
example of this calculation is displayed below. associated with the generation of
KgCO2e/TEU =
electricity (grid), heating/cooling, or
[(Scope 1 x emission factor) + (Scope 2 x emission factor)] steam purchased for own consumption.
Number of Modified TEU

DP World Jebel Ali (UAE)
CASE STUDY
Jebel Ali re-uses
materials
The Jebel Ali Terminal 3 (T3)
development required a large area
to be levelled, ready for construction
of the new yard area and upgraded
quay. This involved dismantling six
warehouses, removing 1.1km of
interlock tiles and clearing other
material such as bollards and marine
fenders. In collaboration with the
various stakeholders, we were able
to recycle and reuse a significant
amount of the cleared material,
drastically reducing any impact on
the local environment. For example,
approximately 75% of the interlock
tiles and 50% of any fill material (such
as crushed concrete, sand, soil etc) will
be reused for the T3 development.
Most impressive of all, was that of the
six warehouses that were dismantled,
100% of the material was salvaged
and used in the construction of a new
passenger terminal at DP Worlds Mina
Rashid Cruise Terminal in Dubai.
http://ar.dpworld.com/2013
35 DP World Annual Report and Accounts 2013
CASE STUDY
OVERVIEW
REPORT
STRATEGIC
GOVERNANCE
CORPORATE
FINANCIAL STATEMENTS
CONSOLIDATED
Energy Reduction Project
DP World has engaged in an energy reduction project and campaign
as a complimentary approach to our CO2e emission reductions,
and to promote all round energy efficiency in our terminals. Energy
efficiency not only minimises our environmental impact but also that
of the global supply chain of which we are a key component.
The project is led by a dedicated energy management team and supported
by highly skilled environmental and operational specialists. The initial phase
saw business units across our portfolio identify and commit to shared best
practice initiatives in order to kick start savings with proven opportunities.
The delivery portion of this component will run until 2015 as identified
projects are incrementally implemented. The picture above is an example
from the electrification project being carried out at the Jebel Ali Container
Terminal 1 (UAE). The project involves converting diesel powered rubber
tyred gantry cranes to electrical supply, which dramatically reduces energy
consumption and the environmental impact of our operations.
The second phase involves a three-year programme of energy assessments
performed across all our business units. In 2013, assessments were successfully
completed in approximately one third of our business units providing
each with targeted and prioritised energy reduction opportunities.
We also held a global energy conference in March 2013. The conference
was specifically aimed at empowering regional representatives and
focusing on effective communication of alternative fuel and emerging
energy saving initiatives. This conference included key note speakers and
presentations from leading internal and external industry experts.
In addition to these activities we have increased our positive engagement
with industry suppliers. We will continue to work with our suppliers to
identify and develop the most energy efficient and environmentally friendly
technologies and then bring this technology from concept to working reality.

Corporate Responsibility
Our People
We consider our dynamic and professional
team of over 30,000 people to be our
biggest competitive advantage; we value
them as individuals and as a global team.
Our global Human Capital strategy is to:
build a high performance workforce;
encourage a learning and
innovative organisation;
add value to our market reputation;
be an employer of choice; and
contribute to diversity management.
Our recruitment policy and processes are
designed to recruit candidates that share
our values of teamwork, commitment,
responsibility, collaboration and innovation
and we prioritise internal promotion
wherever possible. Standardising our
selection and recruitment process gives
us comfort that our long-term staffing
needs will match our business demands.
By fostering a culture of excellence in
performance through role and goal
clarity we provide our people with
the opportunity to learn and grow
giving them the skills they need to
succeed and creating a solid platform
of resilient and efficient employees.
OUR PERFORMANCE IN 2013
During 2013, a wide range of initiatives
were rolled out in line with our Human
Capital strategy:
The newly-developed Planning Terminal
Operations workshops were rolled
out across the business, allowing our
people with operational, planning
and execution duties to practice
and develop their skills in a realistic
and safe environment. We deployed
state-of-the-art simulation software
and real versions of our terminal
operating systems for our people to
investigate a range of optimisation
tools and techniques. Visual feedback
tools and KPIs demonstrate the
operational and financial impact of
different operational strategies and
plans, and allow our people to test and
understand different techniques safely,
then develop improvement plans for
implementation in live operations.
36 DP World Annual Report and Accounts 2013
A new framework for leadership
development was implemented
using a range of globally-recognised
academic experts, teams of regionally
based leadership facilitators and
internal resources. A new leadership
learning curriculum was developed,
built around four strategic leadership
pillars aligned with DP Worlds
organisational strategies and priorities;
translating strategy, innovation
& collaboration, leading change
and corporate responsibility.
Further progress was made with
using new technology to deliver more
flexible and far-reaching learning
solutions to our people. One example
is the iLearn web-based learning
management system, which offers
eLearning courses, tutor-led webinar
sessions and work-based assignments.
This allows for more flexible learning
that is linked more realistically to
workplace examples and situations.
As well as continuing to deliver the
well-established Advanced Trainer and
Assessor (ATAP) programme, support
was extended to the regions and
business units to enhance their local
training activities. This has seen DP
World Institute staff provide advisory
support to terminals and port authorities
on the setting-up of operational
training. Support in developing local
training capability was also delivered.
This will result in best-practice processes
and learning material being offered
to the wider port community.
Business improvement projects were also
undertaken by our people attending DP
World Institute programmes. During 2013,
projects were launched with the aim of:
improving radio communication
systems and technology;
introducing new processes for
handling out-of-gauge cargo
at breakwater berths;
improving fuel consumption
by improving yard layout;
revising guidelines for
operational supervisors;
DP World Institute training programme (UAE)
reducing risk of injury by using
a seal inspection platform and
quay edge protection;
using remote cameras to improve
operational supervision; and
introducing focused toolbox
talks to improve equipment
operator performance.
ENGAGING OUR PEOPLE
We recognise the need to have a solid
understanding of the attitudes and
opinions of our people, and to use
this insight to foster the creation of a
highly engaged workforce and retain
our existing talent pool. Furthermore,
we benefit from understanding
the relationship between employee
engagement and business performance.
We measure these key indicators bi-
annually through our My World employee
engagement survey which we then
use to benchmark ourselves globally.
The My World survey was conducted in
2013 in 26 languages and we received
over 16,000 responses which represents
a response rate of 77%20. Nineteen
categories were surveyed ranging from
leadership, development and growth,
corporate responsibility and diversity.
Against the global high performance
companies norm, the 2013 results
indicate that we are performing strongly
and we are pleased to see that our
people see their development and
growth and customer focus as two areas
where we are particularly strong.
The survey results indicate that safety,
working conditions and workload,
customer focus and corporate responsibility
are key to driving sustainable engagement
across our business. As well as analysing
the views of our people, we appreciate
that their views impact on other business
metrics, such as safety (lost time injury
frequency rates), operations (truck
turnaround time), financial (EBITDA)
and human capital (absenteeism).
Understanding these links allows us to
focus on the areas of priority with the aim
of improving our business performance.
20 The 77% response rate is calculated based on the
participating business units within our Group that took part
in the 2013 survey.
 37 DP World Annual Report and Accounts 2013

EMPLOYEE METRICS

OVERVIEW
Region Job Level Age of Employee

REPORT
STRATEGIC
35% Asia Pacific and Indian Subcontinent 3% Executive Management 23% Under 30
18% Australia and Americas 13% Middle Management 65% 30 to 50
47% Middle East, Europe and Africa 84% Operational and Support Staff 12% Above 50

The diversity of our workforce is reflected in our
business focus on growing markets.
Reflecting the operational nature of our
business, a large majority of our workforce is
employed in an operational capacity. This is
managed by an appropriate proportion of
middle management who provide support to
executive management in achieving the strategic
priorities of our Company.
GOVERNANCE
CORPORATE
We continue to have a well-diversified age
profile across our Group. A strong emphasis on
succession planning which is overseen by the
Board, reflects the importance of ensuring we
have a sustainable work force with the right
people available who have the right skills to
meet our needs today and in the future. A

FINANCIAL STATEMENTS
CONSOLIDATED
framework of performance management,
individual development and succession planning
supports our business.

Years of Service Gender Diversity of Our Team Gender of Senior Management

48% 0 to 5 years 93% Male 85% Male

24% 5 to 10 years 7% Female 15% Female
20% 10 to 20 years
8% Above 20 years

The development of new business and business
expansion continues to be reflected in the
increase in DP Worlds workforce. With 48% of
our people being considered new joiners, we
ensure that our outlook remains fresh, while
retaining 52% of our staff for more than five
years ensures we maintain a stable, well-
diversified workforce providing operational and
functional expertise to support new joiners.
This graph shows the gender diversity of our
people as at 31 December 2013. Our
commitment to diversity was evidenced in 2013
with the Board approving a board diversity
policy. Further information on our board
diversity policy is available in the Report of the
Directors on page 51. While we are proud of the
diversity of our people, this is one area that we
will work to improve in 2014 and beyond.
The gender diversity amongst our senior
managers is shown in the graph below. We
define a senior manager as a person who
contributes to the planning or direction of our
business, or a strategically significant part of our
business.

http://ar.dpworld.com/2013

Corporate Responsibility
Safety
DP World Nhava Sheva (India)
DP World Caucedo (Dominican Republic)
OUR COMMITMENT TO SAFETY
Our people are the key to our success;
their safety, security and wellbeing
isour top priority. Our goal is zero
harm, with safety as a business
wideobjective at the heart of our
operations. Our policies meet or
exceed national health and safety
legislation in the markets in which
weoperate.
Regardless of where our people
are located, or the type of work we
undertake, we strive to create an injury
free, safe working environment.
We have a fully dedicated Global Safety
and Environment Department supported
by regional safety teams. Global policies
and guidelines are implemented to
achieve the safest and most efficient
methods of operation. We comply with all
aspects of the internationally recognised
certification system OHSAS 18001.
We have zero tolerance of conditions and
behaviours contributing to workplace
incidents. Compliance with our policies
and guidelines is regularly audited to
help us improve our processes and move
towards achieving our goal of zero harm.
We have released a set of new global
engagement programmes that our
terminals must implement to ensure
we manage our highest risk activities
across our organisation. These stringent
38 DP World Annual Report and Accounts 2013
DESTINATION ZERO HARM
e
c
du
Re
B o ar d
u nd
Imerst
ro
,m
an ve
an
d in
ag
m
e
en
ta
nd
programmes are aimed at protecting
all personnel onsite, our assets and the
environment. The released engagement
programmes identify, assess and control
seven key high-risk operational areas:
working at heights, vessel safety, terminal
equipment, isolation, yard and quay
operations and terminal access gates.
As part of enhancing our capability to
reduce risk in the yard, we facilitated a
programme for external truck drivers. The
programme is aimed at ensuring that we
have clear guidance for engaging and
managing our external truck drivers who
enter our terminals. During 2013, Jebel
Ali (UAE) inducted approximately 5000
external truck drivers into this programme.
OUR PERFORMANCE IN 2013
We report on all safety and environmental
impacts over which we have operational
control or if one of our subsidiaries has the
authority to introduce and implement our
operating policies at the business unit.
Accident and incident data is collected,
analysed, reported and monitored
monthly and used to measure the safety
performance across the Group. All
accidents are thoroughly investigated and
a working group has been established
to highlight trends associated with
recurring incidents, reduce risk factors and
identify and implement control measures
aimed at eliminating future incidents.
B EL I EF
k fro Lea
ris m
rn ista
m
ing kes
Destination
Zero Harm
harm
s
itie
o
ior
zer
pr
e
ag
to
g Man
nt
e
tm
mi
employee com
Despite handling increased global
volumes during 2013, we achieved a
significant reduction in lost time injuries
(LTIs); equivalent to a 16% reduction
in our recorded lost time injuries and
a 12% reduction in our lost time
injuries frequency rate (LTIFR) when
compared with our 2012 figures.
Furthermore, the overall reportable
injuries have consistently reduced
over the past five years and in 2013,
we achieved a 19% reduction in our
reportable injury frequency rate (RIFR)
compared with our 2012 figures.
Wehave also reduced the number of
injuries requiring visits to doctors or
hospitals across the same period.
Despite our improved safety record and our
ongoing commitment to achieving a zero
harm working environment, one person
tragically lost their life in one of our facilities
in 2013. A loss of life is unacceptable and
a thorough investigation of the incident
identified root causes which have been
communicated across our organisation
to ensure that we learn from this and
implement control measures to help us
achieve and sustain our goal of zero harm.
 39 DP World Annual Report and Accounts 2013

OVERVIEW
REPORT
STRATEGIC
GOVERNANCE
CORPORATE
Safety cage demonstration at DP World Jebel Ali (UAE)

Lost time injuries Lost Time Injury Frequency Rate

609 6.4%

FINANCIAL STATEMENTS
CONSOLIDATED
SAFETY AT ALL OUR
PORTS AND MARINE
12
11
724
773
12 7.3% TERMINALS IS A TOP
11 8.0%
10 846 10 8.8% PRIORITY, NOT JUST
09
13
871
609
09
13
10.1%
6.4 FOR OUR OWN
A lost time injury is an injury directly related The lost time injury frequency rate is the
to a workplace incident resulting in injury total number of lost time injuries divided by PEOPLE BUT ALSO
or illness where, through medical direction
or personnel circumstances, the person is
the total hours worked and then multiplied
by one million:
FOR ALL THOSE WHO
unable to return and complete their next
LTIFR = Number of LTIs x 1000000
MUST COME ONTO
scheduled work shift. Number of hours worked
OUR FACILITIES AS
PART OF THEIR JOB.
Reportable injuries Reportable Injury Frequency Rate SULTAN AHMED BIN SULAYEM

1,029 10.8%
CHAIRMAN

12 1,325 12 13.4
11 1,667 11 17.2
10 1,892 10 19.1
09 1,908 09 20.2
13 1,029 13 10.8
A reportable injury includes fatalities, lost The reportable injury frequency rate is the
time injuries and medical treatment injuries. sum total of fatalities, lost time and medical
treatment injuries divided by the total hours
Lost time injuries are defined above and worked and then multiplied by one million:
a medical treatment injury is one directly
RIFR = Number of fatalities, LTIs + MTIs x 1000000
related to a workplace incident resulting Number of hours worked
in injury or illness where the person can
only receive prescribed medical attention
either onsite and/or offsite by an authorised
medical practitioner. Following treatment,
this person can either return to normal
or restricted duties without the loss of
a full shift.

http://ar.dpworld.com/2013

Corporate Responsibility
Safety continued
The Eugen Maersk receiving assistance at DP Worlds
Doraleh Container Terminal (Djibouti)
SECURITY
We are committed to the wellbeing,
safety and security of our people along
with our other assets and cargo, and our
security strategy is based on investing in
security management systems that comply
with global standards. We underpin our
strategic security objectives by embracing
and investing in the independently audited
supply chain security management ISO
28000 standard across our portfolio.
We made further progress in rolling out
the ISO 28000 standard in 2013 and, to
date, we have 35 terminals certified.
We regularly undertake benchmarking
exercises to test our security preparedness
against global standards and industry
best practice. Constantly investing in
our business continuity capabilities is at
the core of our security mandate and
is a commitment to our people and
also to the communities we serve.
40 DP World Annual Report and Accounts 2013
CASE STUDY
Doraleh Vessel Fire
The Eugen Maersk, a 397 metre, Maersk E-Class vessel en route
from Malaysia to the Netherlands, reported a fire on board and
requested urgent assistance. The nearest port of call was DP
Worlds Doraleh Container Terminal in Djibouti.
An emergency response plan was immediately implemented which involved a
global team with a wealth of experience and expertise. The terminals
operations, engineering, safety, planning and security representatives liaised with
Maersk Line, the Harbour Master, Fire Brigade Manager and Djibouti Ports &
Free Zones Authority.
Maersk Line sent a number of its own experts and salvage specialists from
Svitzer to assist with the co-ordination and execution of the plan.
The team worked to stabilise the stacks and fabricated steel bracing structures
that were welded in place between rows to prevent container movement once
the lifting began. Over the next 12 days, the team carefully responded by
removing one container at a time, reassessing the situation after each move.
The key element throughout the whole operation was communication and the
number one priority, as always, was safety. Precautions and overall risk
management were paramount. In a note to all stakeholders as the Eugen
Maersk set sail safely, Doraleh Container Terminal CEO Nawaf Nassir Abdullah
said: during these critical operational activities we achieved zero injury and zero
container damage. Credit goes to the entire team that made this possible.

The Marketplace
Sultan Ahmed Bin Sulayem, Chairman, addressing the Counter Piracy Conference (UAE)
In 2013, we achieved further progress
in the fourth quadrant of our
corporate responsibility strategy. For
the third consecutive year, we jointly
convened the international public-
private Counter-Piracy Conference with
the UAE Ministry of Foreign Affairs,
this year also bringing in Abu Dhabi
Ports Company. The theme this year
was Countering Maritime Piracy:
Continued Efforts for Regional
Capacity Building.
The regions and business units also worked
to promote DP World as a thought leader
and connect with key trade associations.
Business units are members of local
chambers of commerce and industry
confederations. In India for example,
we are part of the Confederation of
Indian Industries. In Canada, we are a
member of the British Columbia Chamber
of Commerce, BC Wharf Operators
Association and Association of Canadian
Ports. Our business unit in Argentina also
launched its first sustainability report
under Global Reporting Index guidelines
to be distributed to key stakeholders. This
document will also be presented to the
http://ar.dpworld.com/2013
41 DP World Annual Report and Accounts 2013
OVERVIEW
REPORT
STRATEGIC
GOVERNANCE
CORPORATE
FINANCIAL STATEMENTS
CONSOLIDATED
United Nations Global Compact as part of
their third communication on progress.
THE BATTLE AGAINST
The marketplace quadrant links
directly with our global strategy, in
PIRACY MUST
particular the customer and operational CONTINUE UNTIL
strategic priorities as we work with
customers and suppliers to ensure THERE ARE NO
responsible business operations. We
are committed to conducting business
SEAFARERS HELD OR
with ethical and socially responsible HURT AND NO
suppliers and integrating principles
and practices of sustainability and ATTACKS ON VESSELS
responsibility into the procurement
of goods, services and construction
MADE.
activities. Suppliers with contract SULTAN AHMED BIN SULAYEM
values over $100 million are requested CHAIRMAN
to submit information on corporate
responsibility credentials and policies.
In 2014, we aim to work with suppliers
to understand common corporate
responsibility standards and identify
ways in which we can work together
to ensure a sustainable and responsible
supply chain. We will also look to our
customers and their strong corporate
responsibility programmes to identify
opportunities for future co-operation.

Principal Risks and Uncertainties
Introduction to Our Approach to Risk
Risk is an inherent part of doing business. Our approachis to
identify and assess all significant risks which could adversely
affect the Groups ability to achieve its business objectives and to
identify management actions and internal controls which can
mitigate those risks to an acceptable level.
The Board establishes the control
environment, sets the risk appetite,
approves policies and delegates
responsibilities under our risk
management framework.
The Group Head of Risk works to
establish and implement the risk
management policy, independently
reviews and challenges risk information
throughout the business, compiles and
analyses risk profiles and monitors risk
management processes within the Group
and regularly reports on risks to the
oversight bodies including the Board.
OUR RISK MANAGEMENT FRAMEWORK
Our risk management framework
recognises that the long-term success
of our Company relies on the ability
to effectively understand, accept and
manage risk within our business.
Our risk management framework
includes:
a risk management policy which
is communicated throughout the
Group and reviewed annually;
a standard set of key risk areas,
categories and definitions;
a standardised and automated risk
assessment and reporting tool, including
standard risk assessment criteria,
evaluation of gross and net risks
and the determination of risk appetite;
consolidation of risk assessments for
each business at Group level to identify
organisation-wide impacts and trends;
a six-monthly risk assessment, action
planning and reporting cycle, which
includes a review of current and
emerging risks and their mitigation
by regional, executive management,
the Audit Committee and the Board;
42 DP World Annual Report and Accounts 2013
reporting to the Board on any matters Code of conduct: a code of
which have arisen from the Audit conduct that sets out how the Group
Committees review of risk management expects its employees to act.
and internal control processes and
Whistle blowing policy: a whistle
any exceptions to these processes;
blowing programme for employees
periodic reviews of business units to report complaints and concerns
risk mitigation by the Group about conduct which is considered
Head of Risk and by the Group to be contrary to DP Worlds
Internal Audit function; and values. The programme, monitored
by the Audit Committee, makes
a dedicated Group Head of Risk to
communication channels available
lead and work with a network of
to all employees within the Group.
local and regional management to
continuously improve risk management. Anti-bribery and corruption
policy: an anti-bribery and corruption
INTERNAL CONTROLS policy has been implemented by DP
The Board is responsible for establishing World, supported by online training
and maintaining an effective system of that is directed and proportionate
internal control. This system of internal to the identified areas of risk.
control is embedded in all key operations
Strategy and financial management:
and is designed to provide reasonable
clear strategy and financial
assurance that the Groups business
management which is consistent
objectives will be achieved. Regular
throughout the organisation and
management reporting and annual
can be actively translated into
self-certification provides a balanced
practical measures. Comprehensive
assessment of key risks and controls
reporting systems, including monthly
and is an important component of the
results, annual budgets and periodic
Boards assurance. The Board also receives
forecasts, monitored by the Board.
updates from the Audit Committee,
which receives regular information from Policies and procedures: documented
internal and external audit reports on policies and procedures for all Group
the Groups risks and internal controls. functions within the business, which are
The Groups internal audit function is communicated to all business units.
responsible for reporting to the Audit
Risk management and performance:
Committee on the effectiveness of the
risk-profiling for all business units
Groups risk management process and for
and the Group to identify, monitor
evaluating the internal control environment
and manage significant risks which
to ensure controls are appropriate and
could affect the achievement
operating efficiently and effectively.
of the Groups objectives.
The core elements of DP Worlds system of Assurance: assurance activities cover
internal controls include: key business risks which contribute
to the overall assurance framework,
Organisational structure: a
including an internal audit function to
clearly defined organisational
review the systems of internal control.
structure that provides clear roles,
responsibilities and delegated levels
of authority to enable effective
decision making across the Group.
 43 DP World Annual Report and Accounts 2013

OVERVIEW
REPORT
STRATEGIC
RISK ROLES AND RESPONSIBILITIES

The Board regularly monitors the implementation

of strategy and financial performance of the
Group. The Board reviews strategic plans and
objectives annually prior to approval of budgets
and receives frequent reports on our key risks,
both current and emerging. The Board receives

GOVERNANCE
CORPORATE
Board regular reports from the Audit Committee on the
status of risks and internal control. More
Audit information on the activities undertaken by the
Board and the Audit Committee is contained in the
Committee Corporate Governance section, commencing on
page 52.
Reporting
Oversight

Internal Audit provides independent assurance to

the Board, in addition to other assurance functions.

FINANCIAL STATEMENTS
CONSOLIDATED
During 2013, the team reviewed and tested
Internal controls in a number of core business processes
Audit across the Group including billing, procurement
activities, payroll and compliance with the
anti-bribery and fraud policy.

Various corporate oversight mechanisms monitor

the significant risks. Regional management and
other corporate functions including Finance, Safety
& Environment, Human Capital, IT, Company
Secretariat, Legal, Tax, Insurance, Risk and Treasury
Corporate Oversight develop policies and procedures and undertake
other activities which mitigate a wide range of
Functions risks including employee retention, financial
control, bribery and corruption and business
continuity risks. They also provide support to the
business units to ensure objectives are met within
risk tolerance levels.

Business units perform day-to-day risk

management activities, with quarterly reviews of
risks by management. Practices are thus adapted as
Business Units required in line with changing risk levels and the
emergence of new risks.

http://ar.dpworld.com/2013

Principal Risks and Uncertainties
OUR PRINCIPAL RISKS AND UNCERTAINTIES
Below is an overview of the principal
risks that our Group faces that could
have material adverse effects on our
business, financial condition and
reputation. While other risks exist
outside those listed, a conscious effort
has been made to disclose those of
greatest importance to the business.
RISK
MACRO AND FINANCIAL
MACRO RISK
AND ECONOMIC
INSTABILITY
FINANCIAL RISKS
PROJECT RISK
DEVELOPMENT
ANDPLANNING
44 DP World Annual Report and Accounts 2013
We employ various controls and mitigation
strategies to reduce these inherent risks
to an acceptable level. Our principal risks
and uncertainties will evolve as these
controls and mitigating activities succeed
in reducing the residual risk over time,
or new risks emerge. As such, this list
is regularly reviewed and a number of
risks were added and removed in 2013.
DESCRIPTION
Economic uncertainty or a slowdown and
the resulting impact on trade could impact
our volume growth and profitability.
Uncertainty surrounding the resilience
of the global economy and the ongoing
effectiveness of fiscal stimulus and
monetary measures continue to impact
consumer confidence and present a
difficult trading outlook across the
supply chain sector. Some economic
stagnation, including downgrading
of Eurozones growth potential
may result in declining consumer
spending and industry confidence.
Principal financial risks include liquidity
needs, availability of capital to achieve
our growth objectives, foreign currency
and exchange rate volatility.
The outlook for the banking and capital
markets, particularly in the context of
emerging markets, remains uncertain.
This is in large part due to differing
albeit somewhat coordinated policy by
the various Central Banks (including the
Federal Reserve) on the quantitative
easing policy and the tapering thereof.
We are involved in large, long-term projects
that can take months or years to complete
which can expose the Group to the risk
of reduced profitability and potential
losses. These projects may be subject to
delays and cost overruns due to delays
in technology development, equipment
deliveries, engineering problems, work
stoppages, unanticipated cost increases,
shortages of materials or skilled labour
or other unforeseen problems.
Many risk factors remain beyond the
direct control of the Company and the
risk management framework, however
effective, can only provide reasonable
but not absolute assurance that key risks
are managed to an acceptable level.
MITIGATING ACTIVITIES
Measures have been taken to minimise
exposures and mitigate any downturn
in the macroeconomic environment.
Our business focus is on origin
and destination cargo which is less
susceptible to economic instability
and we are predominantly focused
on the faster growing emerging
markets. We have a continuous focus
on delivering high levels of service that
meet our customers expectations
and we proactively manage costs.
We also have a well-diversified
global portfolio of investments
across a number of jurisdictions
which spreads our risk.
Our Balance Sheet remains strong
with a net debt to adjusted EBITDA
of 1.7 times in 2013 and the only
major refinancing due in 2017.
With our tariffs being predominantly
USD based, we have a natural hedge
against FX risk and our internal
policy is to mitigate all asset-liability
mismatch risk where possible and
hedge against interest rate risk.
We have an established internal process
with clear delegated authorities for
the approval of major contracts,
which includes a review for approval
of bids submitted by vendors.
Contracts with large monetary value
require Board approval. Systems are
in place to monitor risk metrics in
the execution of such contracts.
Skilled technical teams are also assigned
to oversee large projects and actively
monitor risks throughout the process.
Additionally, where multilateral or
bank finance is a source of funding,
the projects are also required to meet
internationally established project
financing requirements. Where
appropriate, financing packages
are structured and covenants set
to ensure sufficient headroom to
accommodate non-material delays.
 45 DP World Annual Report and Accounts 2013
RISK DESCRIPTION
MACRO AND FINANCIAL
POLITICAL STABILITY Political instability or direct/indirect
interference in some of the emerging
RISK markets creates a risk to the Groups
operations in those countries in terms of
operations, service, revenues and volumes.
CUSTOMER
CUSTOMER Major customers and middle tier
customers are reforming alliances and
CONSOLIDATION changing strategy on preferred ports
and hubs which could lead to downward
pressure on tariffs and profit margins.
INTERNAL/OPERATIONAL
SAFETY, SECURITY The nature of our operations exposes
us to various operational, safety and
AND ENVIRONMENTAL security risks that could impact on
RISK our business operations, financial
results and our reputation.
http://ar.dpworld.com/2013
MITIGATING ACTIVITIES
OVERVIEW
We have a well-diversified global
portfolio of investments across a
number of geographical jurisdictions
which spreads our risk.
Our experienced business development
team undertakes initial due diligence
REPORT
STRATEGIC
and we analyse current and emerging
issues and maintain business continuity
plans to respond to threats and
safeguard our operations and assets.
Ongoing security assessments and
continuous monitoring of geopolitical
developments worldwide and
engagement with governments, local
GOVERNANCE
CORPORATE
authorities and joint venture partners
ensures we are well positioned to
respond to changes in the political
environments in which we operate.
We focus on high levels of customer
FINANCIAL STATEMENTS
CONSOLIDATED
service and grow sustainable high value
and trusted customer relationships
throughout our portfolio.
We have a customer contract strategy
in place. Senior executive sponsors
are in constant dialogue with our
customers and we maintain an internal
watching brief on the markets.
We remain focused on origin
and destination cargo which is
less impacted by competition
than transhipment cargo.
The Board and senior management are
committed to creating a safe culture
throughout the Group and regularly
monitor the implementation of our
safety and security strategy which
includes employee training, regular
audits and management objectives in
relation to the safety of our people.
We have established a safety
auditing program which is conducted
across the entire portfolio.
These risks are decreasing
through rigorous and continuous
monitoring by management and by
having review processes, policies,
guidance documents and specific
operational procedures in place.
 46 DP World Annual Report and Accounts 2013
Principal Risks and Uncertainties
RISK DESCRIPTION
INTERNAL/OPERATIONAL
DAMAGE TO IT The continued operation of our IT systems
and infrastructure is threatened by natural
SYSTEMS AND risks including floods and hurricanes.
CYBERRISK The increased pace of technological
innovation and change heightens
the risk of cyber terrorism including
information and intelligence theft.
This could result in liabilities, including
claims, loss of revenue, litigation and
harm to the Groups reputation.
LEGAL AND Our businesses operate under increasingly
stringent regulatory regimes around
REGULATORY the world and are subject to various
legal and regulatory obligations. New
legislation and other evolving practices
could impact our operations, increase
the cost of compliance and limit or
impose restrictions on our growth.
Employee diversity and gender quotas
are taking on greater importance
in the employment market.
LABOUR UNREST Labour disputes and unrest pose a
risk to our operational continuity.
MITIGATING ACTIVITIES
We have quality information security
processes and procedures in place
to address IT security risks.
We analyse current and emerging
issues and maintain business continuity
plans to respond to threats and
safeguard our operations and assets,
including having developed and tested
IT disaster recovery plans in place.
The Group monitors changes
to regulations across its entire
portfolio to ensure that the effect
of changes are minimised and
compliance is continually managed.
DP World has a zero tolerance
approach to bribery and fraud and has
developed training, policies and an
anti-fraud framework for preventing,
detecting and responding to frauds.
This is particularly focused on higher
risk regions to ensure that the Group
policies are enforced and understood.
DP World has a Board diversity policy
and has set up a diversity working
group to consider the issues and
how they apply to the industry
and specifically our business.
We have an engagement
strategy in place with unions and
employees in those areas most
affected by employee disputes.
 47 DP World Annual Report and Accounts 2013
RISK DESCRIPTION
INTERNAL/OPERATIONAL
EMPLOYEE Our people are fundamental to the long-
term success and growth of our Company.
DEVELOPMENT Shortages in employees possessing
ANDRETENTION specific skill sets is a risk in some regions
that can have an impact on our business
continuity and productivity levels.
http://ar.dpworld.com/2013
MITIGATING ACTIVITIES
OVERVIEW
This risk is reducing as we invest further
in our people and their performance.
The DP World Institute develops
and delivers training programmes
across all levels which are focused
on improving operational and
REPORT
STRATEGIC
managerial competencies.
Career global mobility has also
increased, providing our people with the
opportunity to work in different areas of
the Group and to share their expertise.
Effective personal performance
management remains a high priority
for us, and is monitored across
GOVERNANCE
CORPORATE
the Group on a regular basis.
During 2013, future staffing needs
were identified by each business
unit and succession planning
exercises were undertaken and
mapped for senior, corporate,
regional and key terminal staff.
Staff turnover rates are monitored
FINANCIAL STATEMENTS
CONSOLIDATED
and are currently stable.

Board of Directors
SULTAN AHMED BIN SULAYEM
CHAIRMAN
Sultan Ahmed Bin Sulayem
APPOINTMENT
has served as Chairman of
the Board of the Company
since 30 May 2007.
He was previously Chairman
EXPERIENCE
of Dubai World and in this
role oversaw businesses
in industries as diverse as
real estate development,
hospitality, retail, e-commerce
and various commodities
exchanges, as well as
businesses associated with
transportation and logistics. He
previously served as Chairman
of Port & Free Zone World FZE
and he remains one of the
two representatives of Port &
Free Zone World FZE on the
Board. He is a leading Dubai
and international businessman,
with more than 30 years
experience in the marine
terminal industry. A citizen of
the UAE, he is 58 years old.
COMMIT TEES
48 DP World Annual Report and Accounts 2013
SIR JOHN PARKER
SENIOR INDEPENDENT
NON-EXECUTIVE DIRECTOR
AND VICE CHAIRMAN
Sir John Parker has served as
an Independent Non-Executive
Director and Vice Chairman
of the Company since 30
May 2007. He also acts as the
Senior Independent Director.
He serves as Chairman of
Anglo American plc and is
a Non-Executive Director
of Carnival plc, Carnival
Corporation and Airbus
Group. He previously served
as Chair of the Court of
the Bank of England, Non-
Executive Chairman of BVT,
Joint Chairman of Mondi plc,
Chairman of National Grid
plc, Non-Executive Director
and Deputy Chairman and,
subsequently, Chairman of
P&O and as Vice Chairman of
Port & Free Zone World. He
is the President of the Royal
Academy of Engineering.
He was a Member of the
Prime Ministers Business
Council for Britain. A British
citizen, he is 71 years old.
Member of the Audit
Committee
Chairman of the Nominations
and Governance Committee
Chairman of the Remuneration
Committee
JAMAL MAJID BIN THANIAH
NON-EXECUTIVE DIRECTOR
AND VICE CHAIRMAN
Jamal Majid Bin Thaniah has
served as a Director and Vice
Chairman of the Company
since 30 May 2007 and
became a Non-Executive
Director on 27 October 2009.
He joined Dubai Ports in 1981
and, from 2001, led Dubai
Ports Authority. He also serves
as a Non-Executive Director
of Etihad Rail (Abu Dhabi)
and as an Independent Non-
Executive Director of Emaar
Properties PJSC. He previously
served as a Director of Port
& Free Zone World FZE and
he remains one of the two
representatives of Port & Free
Zone World FZE on the Board
of DP World. A citizen of the
UAE, he is 55 years old.
Member of the Nominations
and Governance Committee
DAVID WILLIAMS
INDEPENDENT
NON-EXECUTIVE
DIRECTOR
David Williams has served
as an Independent Non-
Executive Director of the
Company since 30 May 2007.
He is currently Joint Chairman
of Mondi plc and Senior
Independent Non-Executive
Director of Meggitt plc. He
previously served as a Non-
Executive Director of Tullow
Oil plc and P&O and Senior
Independent Non-Executive
Director of both Taylor Wimpey
plc and George Wimpey plc.
He has also served as a Non-
Executive Director of Dewhirst
Group plc and Medeva plc and
as Finance Director of Bunzl
plc. He is a qualified Chartered
Accountant. A British
citizen, he is 68 years old.
David Williams will retire
from his position as an
Independent Non-Executive
Director of the Company,
effective 28 April 2014.
Chairman of the Audit
Committee
Member of the Nominations
and Governance Committee
Member of the Remuneration
Committee

DEEPAK PAREKH
INDEPENDENT
NON-EXECUTIVE
DIRECTOR
Deepak Parekh was appointed
as an Independent Non-
Executive Director of the
Company on 22 March 2011.
He is the Non-Executive
Chairman of HDFC
Ltd, GlaxoSmithkline
Pharmaceuticals Ltd and
Siemens India. He serves on the
board of several other leading
corporations including Vedanta
Resources Plc, Mahindra and
Mahindra, and The Indian
Hotels Co Ltd. He is also a
Member of AECOM Advisory
Board and Standard Life
Asian Advisory Board. He has
been a member of numerous
Indian Government appointed
advisory committees and task
forces on matters ranging from
infrastructure reform, capital
markets and financial services.
In 2006, he was awarded the
Padma Bhushan. In 2010, he
became the first international
recipient of the Institute
of Chartered Accountants
in England and Wales
Outstanding Achievement
Award, and received the
Knight in the Order of the
Legion of Honour one of the
highest distinctions awarded
by the French Republic. A
citizen of the Republic of
India, he is 69 years old.
Member of the Audit
Committee
Member of the Nominations
and Governance Committee
Member of the Remuneration
Committee
http://ar.dpworld.com/2013
49 DP World Annual Report and Accounts 2013
MOHAMMED SHARAF
GROUP CHIEF EXECUTIVE
OFFICER
Mohammed Sharaf has served
as Group Chief Executive
Officer since 2005 and as
a Director of the Company
since 30 May 2007.
He joined Dubai Ports
Authority in 1992, and in
2001 he became Managing
Director of DP World FZE.
In this position, he oversaw
the Groups growth into an
international business and
performed central roles in
developing its first international
operations at the terminals
of Jeddah (Saudi Arabia),
Constanta (Romania) and Vizag
(India) and in developing its
national operations at Jebel
Ali and Port Rashid terminals
(UAE). He began his shipping
career at Holland Hook
terminal in The Port of New
York/New Jersey and has more
than 20 years experience in
the transport and logistics
business. He is also Chairman
of Tejari World FZ LLC. He is
Joint Vice Chairman of US-UAE
Business Council and a member
of the UAE-Canada Business
Council Board. A citizen of
the UAE, he is 52 years old.
Member of the Nominations
and Governance Committee
YUVRAJ NARAYAN
CHIEF FINANCIAL
OFFICER
Yuvraj Narayan has served
as Chief Financial Officer of
the Group since 2005 and as
a Director of the Company
since 9 August 2006.
He joined DP World FZE
in 2004. He serves as a
Non-Executive Director of
IDFC Securities Limited. He
previously served as Non-
Executive Director of Istithmar
World PJSC and as ANZ
Groups Head of Corporate
and Project Finance for South
Asia before becoming Chief
Financial Officer of Salalah
Port Services in Oman. He
is a qualified Chartered
Accountant and has a wealth
of experience in the ports and
international banking sectors.
A citizen of the Republic of
India, he is 57 years old.
OVERVIEW
REPORT
STRATEGIC
CHO YING DAVY HO
INDEPENDENT
NON-EXECUTIVE
GOVERNANCE
CORPORATE
DIRECTOR
Cho Ying Davy Ho has served
as an Independent Non-
Executive Director of the
Company since 30 May 2007.
FINANCIAL STATEMENTS
CONSOLIDATED
Having retired from many of
his Swire Group positions, he
continues to serve as Director
of several Swire Group entities
relating to properties and
cold storage. He previously
served as Director of Cathay
Pacific Airways Limited,
Modern Terminals Ltd and
Shekou Container Terminals
Ltd and as Chairman of the
Shipping Committee of the
Hong Kong General Chamber
of Commerce. A British
citizen, he is 66 years old.
It was announced on 17
December 2013 that Cho Ying
Davy Ho would retire from his
position as an Independent
Non-Executive Director
effective 1 January 2014.
Member of the Audit
Committee
Member of the Nominations
and Governance Committee
Member of the Remuneration
Committee
 50 DP World Annual Report and Accounts 2013

Report of the Directors

The Directors present their report and accounts for the year ended
31 December 2013.

The Corporate Governance section, commencing on page 52 and

the Audit Committee report, commencing on page 55, form part
of this Directors Report. Disclosures elsewhere in the Annual
Report and Accounts are cross-referenced where appropriate.
Taken together, they fulfil our disclosure requirements as discussed
in the Corporate Governance section, commencing on page 52.

The Strategic Report, commencing on page 4 describes the

principal activities, operations, performance and financial position
of the Group. The results of the Group are set out in detail in the
Consolidated Financial Statements and accompanying notes,
commencing on page 63.

The principal subsidiaries, joint ventures and associates are listed on

BERNADETTE ALLINSON
BOARD LEGAL ADVISER AND COMPANY SECRETARY
pages 113 to 114.
DIRECTORS
On 17 December 2013, the Company announced that effective
1January 2014, Robert Woods will replace retiring director Cho
Ying Davy Ho who has served as an Independent Non-Executive
Director of DP World since 30 May 2007. David Williams, who has
served as an Independent Non-Executive Director of DP World
since 30 May 2007, will retire from his position on 28 April 2014.

In accordance with the UK Corporate Governance Code (the

Code) and the Companys Articles of Association (the Articles),
all Directors offer themselves annually for re-appointment.

Biographical details of the Directors of the Company as at

31December 2013 are given on pages 48 and 49 together
withdetails of Board Committee memberships.

Details of the Directors remuneration and their interests in shares

are given on page 60 in the Corporate Governance section of
thisReport.

FINANCIAL INSTRUMENTS
Details regarding the use of financial instruments and financial risk
management are included in the Notes to Consolidated Financial
Statements on pages 63 to 114.

RESULTS
The Groups Consolidated Financial Statements for the year ended
31 December 2013 are shown on pages 63 to 68.

DIVIDENDS
The Directors recommend a final dividend in respect of the year
ended 31 December 2013 of 23 US cents per share. This comprises
of an increase of 10% in the ordinary dividend to 23 US cents per
share. Subject to approval by shareholders, the dividend will be
paid on 6 May 2014 to shareholders on the Register at close of
business on 1 April 2014.

POST-BALANCE SHEET EVENTS

There are no post-balance sheet events that require disclosure in
the Notes to Consolidated Financial Statements.

CORPORATE RESPONSIBILITY
DP World is committed to integrating responsible business
practices across our Group and in all aspects of our operations. Our
corporate responsibility strategy and achievements during 2013 are
discussed further in the Corporate Responsibility section
commencing on page 28.
 51 DP World Annual Report and Accounts 2013
The Corporate Responsibility section also contains information
regarding our global team of over 30,000 people and our
commitment to minimising the environmental impact of our global
operations, including CO2 emissions, waste and water management.
BOARD DIVERSITY
DP World recognises and embraces the benefits of having a diverse
Board, and seeks increasing diversity at Board level which it sees as
an essential element in maintaining the Companys competitive
advantage. A truly diverse Board will include and make good use
of differences in the skills, regional and industry experience,
background, race, gender and other qualities of directors. These
differences will be considered in determining the optimum
composition of the Board.
The Board Nominations and Governance Committee (the
Committee) reviews and assesses Board composition on behalf of
the Board and recommends the appointment of new Directors.
Inreviewing Board composition, the Committee will consider the
benefits of all aspects of diversity including, but not limited to,
those described above, in order to maintain an appropriate range
and balance of skills, experience and background on the Board. In
identifying suitable candidates for appointment to the Board, the
Committee will consider candidates on merit against objective
criteria and with due regard to the benefits of maintaining a
balanced and diverse Board.
As part of the annual performance evaluation of the effectiveness
of the Board, Board Committees and individual Directors, the
Board will consider the balance of skills, experience, independence
and knowledge of the Board and the diversity representation of
the Board.
The Board is looking to enrich its diversity in 2014 and will provide
an update in next years Annual Report and Accounts.
SUBSTANTIAL SHAREHOLDINGS
As at the date of this report, the Company has been notified that
the following entity has an interest in the Companys shares
amounting to 5% or more.
Percentage
Class Shares of class
Port and Free Zone
World FZE Ordinary 667,735,000 80.45%
GOING CONCERN
The Directors, having made enquiries, consider that the Company
and the Group have adequate resources to continue in operational
existence for the foreseeable future and therefore they consider
itappropriate to adopt the going concern basis in preparing
theaccounts.
Further details can be found under note 2(C) to the Consolidated
Financial Statements.
AUDIT INFORMATION
Having made the required enquiries, so far as the Directors in
office at the date of the signing of this report are aware, there is
no relevant audit information of which the auditors are unaware
and each Director has taken all reasonable steps to make
themselves aware of any relevant audit information and to
establish that the auditors are aware of that information.
http://ar.dpworld.com/2013
ARTICLES OF ASSOCIATION
The Articles set out the internal regulation of the Company and
OVERVIEW
cover such matters as the rights of shareholders, the appointment
and removal of Directors and the conduct of the Board and general
meetings. Subject to DIFC Companies Law and the Articles, the
Directors may exercise all the powers of the Company and may
delegate authorities to Committees and day-to-day management
and decision making to individual Executive Directors. Details of
the main Board Committees can be found on pages 54 to 58.
REPORT
STRATEGIC
INDEMNITY
All Directors are entitled to indemnification from the Company to
the extent permitted by the law against claims and legal expenses
incurred in the course of their duties.
AUTHORITY TO PURCHASE SHARES
At the Companys Annual General Meeting (AGM) on 25 April
GOVERNANCE
CORPORATE
2013, the Company was authorised to make market purchases of
up to 29,050,000 ordinary shares (representing approximately
3.5% of the Companys issued share capital). No such purchases
were made during 2013. Shareholders will be asked to approve the
renewal of a similar authority at the Companys AGM to be held
on 28 April 2014.
AUDITORS
FINANCIAL STATEMENTS
CONSOLIDATED
The auditors, KPMG LLP, have indicated their willingness to
continue in office. A resolution to re-appoint them as auditors will
be proposed at the AGM to be held on 28 April 2014.
SHARE CAPITAL
As at 31 December 2013, the Companys issued share capital was
US$1,660,000,000 comprising 830,000,000 ordinary shares of
US$2.00 each.
ANNUAL GENERAL MEETING
The Companys AGM will be held on 28 April 2014 at The
Wheelhouse, Jebel Ali Port, Dubai, United Arab Emirates.
Fulldetails are set out in the Notice of AGM.
By order of the Board
B Allinson
Board Legal Adviser and Company Secretary
20 March 2014
 52 DP World Annual Report and Accounts 2013

Corporate Governance

COMPLIANCE STATEMENT
DP World Limited (the Company) is incorporated in the Dubai
International Financial Centre (DIFC). The Company has a dual
primary listing which requires compliance with the regulatory
obligations of the Dubai Financial Services Authority (DFSA) and
the UK Financial Conduct Authority (FCA). The Board reviews and
monitors the policies and procedures that are in place to ensure
compliance with the Corporate Governance principles of the UK
Corporate Governance Code (the Code) and the DFSA Market
Rules (the Market Rules).
The edition of the Code published in September 2012 applied
throughout our financial year ending 31 December 2013, but the
FCA has yet to change the Listing Rules and therefore requires that
certain compliance statements are made in relation to the Code as
it was published in 2010 by the Financial Reporting Council. Any
reference throughout this Annual Report & Accounts to the
application of, or compliance with the Code, refers to both versions
of the Code, unless otherwise stated.
During the financial year ended 31 December 2013, the Company
has applied the Corporate Governance principles of the Code and
Market Rules.
Throughout the financial year, the Company complied with the
provisions of the Code other than provision A.3.1 in that the
Chairman did not meet the independence criteria laid out in
provision B.1.1 of the Code at the time of his appointment. The
Chairman, Sultan Ahmed Bin Sulayem, was Chairman of Dubai
World and Port & Free Zone World FZE at the time that DP World
was admitted to listing in Dubai and remains one of Port & Free
Zone World FZEs representatives on the DP World Board.
The Company appointed Sir John Parker as Joint Vice Chairman
and Senior Independent Non-Executive Director. Sir John Parker
chairs the Nominations and Governance Committee and, together
with the Chairman, leads on governance matters and the annual
performance review of the Board and its Committees. The Board
believes that this support ensures that robust governance is
maintained and that appropriate challenge to the executives is
inplace.
DIRECTORS
The Board of eight Directors manages the Companys business.
The primary responsibility of the Board is to foster the long-term
success of the Company.
All Directors have access to the Board Legal Adviser and Company
Secretary and independent professional advice at the Companys
expense, if required.
The Board met seven times during the year either in person or via
telephone or video conference. In addition, written resolutions (as
provided by the Articles) were used as required for the approval of
decisions that exceeded the delegated authorities provided to
Executive Directors and Committees.

ATTENDANCE BY INDIVIDUAL DIRECTORS AT MEETINGS OF THE BOARD AND ITS COMMITTEES IN 2013
Nominations
and
Director Board Audit Governance Remuneration

Sultan Ahmed Bin Sulayem 7(7)

Jamal Majid Bin Thaniah 7(7) 2(2)
Mohammed Sharaf 7(7) 2(2)
Yuvraj Narayan 7(7)
Sir John Parker 7(7) 3(4) 2(2) 3(3)
David Williams 7(7) 4(4) 2(2) 3(3)
Cho Ying Davy Ho 7(7) 4(4) 2(2) 3(3)
Deepak Parekh 7(7) 3(4) 2(2) 3(3)

Figures in brackets denote the maximum number of meetings that could have been attended.
 53 DP World Annual Report and Accounts 2013
Although there is a prescribed pattern of presentation to the
Board, including matters specifically reserved for the Boards
decision (which include: strategy; the annual budget; dividends;
major transactions; safety and environment policies; insurance and
risk management; and internal controls), all Board meetings tend to
have further subjects for discussion and decision taking. Board
papers, including an agenda, are sent out in advance of the
meetings. Board meetings are discursive in style and all Directors
are encouraged to offer their opinions.
The Matters Reserved to the Board are available on
DPWorldswebsite. with the schedule of matters reserved to the Board and that each
The Board has delegated the following responsibilities to
management: the development and recommendation of strategic
plans for consideration by the Board that reflect the long-term
objectives and priorities established by the Board; implementation
of DP Worlds strategies and policies as determined by the Board;
monitoring the operating and financial results against plans and
budgets; monitoring the quality of the investment process against
objectives, prioritising the allocation of capital and technical
resources; and developing and implementing risk management
systems, subject to the continued oversight of the Board and the
Audit Committee as set out on page 56.
Details of the Directors of the Company are given on pages 48
and49.
INDEPENDENT NON-EXECUTIVE DIRECTORS
In compliance with the Code, at least half the Board (excluding the
Chairman) comprised of Independent Non-Executive Directors
during 2013. David Williams, who has served as an Independent
Non-Executive Director of DP World since 30 May 2007, will retire
from his position on 28 April 2014. During the course of 2014, we
intend to expand the Board in line with DP Worlds commitment to
best governance practices and in compliance with our corporate
governance obligations.
In December 2013, the Company announced that effective 1
January 2014, Robert Woods will replace retiring director Cho Ying
Davy Ho who has served as an Independent Non-Executive
Director of DP World since 30 May 2007.
In order for the Independent Non-Executive Directors to contribute
fully to the Board, and in particular to challenge the Executive
Directors over strategic matters where appropriate, it is important
that the Independent Non-Executive Directors bring experience,
probity and independence to the Board. Accordingly, the
independence of the Independent Non-Executive Directors is
considered annually.
The Board believes the Independent Non-Executive Directors have
retained independent character and judgement. The Board
considers that the varied and relevant experience of all the
Independent Directors provides an exceptional balance of skills and
knowledge which is of great benefit to the Company.
http://ar.dpworld.com/2013
ROLES OF THE CHAIRMAN, GROUP CHIEF EXECUTIVE OFFICER AND
OVERVIEW
SENIOR INDEPENDENT DIRECTOR
The positions of Chairman and Group Chief Executive Officer are
held by separate individuals with separate roles and responsibilities
which have been approved by the Board. The Chairman, in
conjunction with the Senior Independent Director is responsible for
leadership and effective management of the Board in all aspects of
its role and its governance. The Chairman chairs the Board
meetings ensuring, with the support of the Senior Independent
Director, that the agendas are forward looking and that relevant
REPORT
STRATEGIC
business is brought to the Board for consideration in accordance
Director has the opportunity to consider the matters brought to
the meeting and to contribute accordingly. The Group Chief
Executive Officer, as leader of the Companys executive team,
retains responsibility for the leadership and day-to-day
management of the Company and the execution of its strategy as
GOVERNANCE
CORPORATE
approved by the Board.
Sir John Parker has acted as Senior Independent Director since the
initial public offering of the Company in 2007. His responsibilities
include supporting the Chairman in the leadership of the Board
and meeting with the Independent Non-Executive Directors at
least once a year to appraise the Chairmans performance and
holding discussions with the Independent Non-Executive Directors
FINANCIAL STATEMENTS
CONSOLIDATED
without the executives present.
BOARD PERFORMANCE
BOARD EVALUATION
The Board undertakes a formal and rigorous annual evaluation of
its own performance and that of its Committees and individual
Directors. In compliance with the UK Corporate Governance Code,
the Board evaluation is facilitated by an external and independent
reviewer every three years. An externally facilitated review was
conducted for the 2012 financial year and in 2013 the Board
evaluation was facilitated internally by the Board Legal Adviser and
Company Secretary.
The 2013 review was carried out using questionnaires and the
keyareas of focus were strategy, succession planning, training
anddevelopment, Board processes and structure, information
flowand communication.
EVALUATION PROCESS
The following actions were taken as part of the 2013
evaluationprocess:
a questionnaire was sent to each Director;
the Senior Independent Non-Executive Director and Chairman
held one-to-one interviews with each Director, using their
questionnaire responses as a starting point for the interview;
questionnaires were also used to perform reviews
of the Committees;
the questionnaire responses from the Board members
and reviews of the Committees were shared with the
Senior Independent Non-Executive Director (SID);
the SID subsequently met with each Director
individually to discuss and review;
a paper discussing the key issues raised during
the evaluation process was prepared and
submitted for Board consideration; and
following consideration of the Board paper, an
action plan for 2014 was set by the Board.
 54 DP World Annual Report and Accounts 2013
Corporate Governance
CONCLUSIONS
The review concluded that the Board continued to display
commitment to good governance and adopting board best
practice. Particular attention to board composition was noted, with
an emphasis on achieving optimum board diversity.
TRACKING FROM PREVIOUS EVALUATION AND NEXT STEPS
FOR2014
As a result of the evaluation conducted of the Boards performance
during 2012, the Company enhanced the strategic planning
decision and performance discussion. The Board ensured a
constant improvement of its processes and procedures and quality
of debate during 2013.
The actions arising from the 2013 Board evaluation have been
incorporated into a Board action plan for 2014. The principal
actions reflect the continued focus of the Board on board diversity,
succession planning and strategic decisions.
RELATIONS WITH SHAREHOLDERS
The Company is committed to communicating its strategy and
activities clearly to its shareholders and, to that end, maintains an
active dialogue with investors through a planned programme of
investor relations activities.
The Companys full and half-year results and quarterly throughput
announcements are reported to investors through a combination
of presentations and conference calls. The full and half-year
reporting is then followed by investor meetings in major cities in
locations where the Company has or is targeting institutional
shareholders. These locations may include Australia, Asia, Europe,
North America and the UAE.
Regular attendance at Industry and Regional Investor Conferences
provides opportunities to meet with existing and prospective
shareholders in order to update them on performance or to
introduce them to the Company. In addition, DP World frequently
hosts investor and analyst visits to DP Worlds ports around the
world, offering analysts and shareholders a better understanding
of the day-to-day business and the opportunity to meet regional
and port management teams.
CORPORATE GOVERNANCE FRAMEWORK
Shareholders
Oversight
Board of Directors
Remuneration
Audit Committee
Committee
All presentations and related investor communications are available
in a dedicated section of DP Worlds website.
The Board receives regular updates on the views of shareholders
through briefings from the Chairman, Group Chief Executive
Officer and Chief Financial Officer as well as reports from the
Companys corporate brokers and investor relations team. In 2013
the Company maintained corporate broking relationships with
Citigroup Global Markets Limited, Deutsche Bank AG and Nomura
International PLC.
The Chairman, the Senior Independent Director and the chairmen
of the Boards Committees are available to meet major investors on
request. The Senior Independent Non-Executive Director has a
specific responsibility to be available to shareholders who have
concerns, and for whom contact with the Chairman, Group Chief
Executive Officer or Chief Financial Officer has either failed to
resolve their concerns, or for whom such contact is inappropriate.
ACCOUNTABILITY
The Board is responsible for DP Worlds system of internal control
and for reviewing its effectiveness. The internal control system is
designed to manage rather than eliminate the risk of failure to
achieve business objectives, and can only provide reasonable and
not absolute assurance against material mis-statement or loss.
The system of internal control described below has been in place
throughout the year.
BOARD COMMITTEES
The following is an explanation of the Companys corporate
governance framework, including details regarding the principal
Board Committees.
The Boards principal Committees include the Remuneration, Audit
and Nominations and Governance Committees, with formally
delegated duties and responsibilities and written terms of
reference. From time to time, additional committees may be set up
by the Board to consider specific issues when the need arises.
Owners/
Reporting
Disclosure Panel
Nominations and
Governance
Committee
 55 DP World Annual Report and Accounts 2013
Audit Committee
MEMBERS
David Williams (Chairman)
Sir John Parker
Cho Ying Davy Ho
Deepak Parekh
The Audit Committee assists the Board in discharging its
responsibilities with regard to financial reporting and external and
internal audits and controls. The ultimate responsibility for
reviewing and approving the Annual Report and Accounts and the
half-yearly reports remains with the Board.
For 2013, the membership of the Audit Committee was comprised
of four Independent Non-Executive Directors and was chaired by
David Williams, whom the Board considers has appropriate
financial expertise to fulfil this role.
The Audit Committee meets formally at least four times a year and
otherwise as required.
The full terms of reference of the Audit Committee can be found
on DP Worlds website.
External and internal auditors are invited to attend the Audit
Committee meetings, along with any other Director or member of
staff considered necessary by the Committee to complete its work.
The Committee meets with external auditors and internal auditors
without Executive Directors or members of staff present at least
once a year, and additionally as it considers appropriate.
In accordance with its terms of reference, the principal matters
considered by the Audit Committee during 2013 included:
a review of the level and constitution of external
audit and non-audit fees and the independence
and objectivity of external auditors;
monitoring and reviewing the effectiveness of
internal audit activities, including discussions
with the Director of Internal Audit;
reviewing the effectiveness of the Groups financial
reporting, internal controls and compliance with
applicable legal requirements and monitoring risk
and compliance procedures across the Group;
reviewing the Companys results statements, interim
management statements and Annual Report and
Accounts before publication and making appropriate
recommendations to the Board following review;
reviewing accounting policies in light of developments
to international accounting standards; and
receiving reports where appropriate in accordance with its terms
of reference on business conduct issues, including any instances
of alleged fraud and actions taken as a result of investigation.
With regards to the 2013 Accounts, the primary matters discussed
by the Audit Committee included:
http://ar.dpworld.com/2013
1. IMPAIRMENT TESTING OF GOODWILL AND PORT
CONCESSIONRIGHTS
OVERVIEW
The impairment testing of goodwill and port concession rights
requires an estimation of the value in use of cash-generating units
to which the goodwill is allocated or in which the port concession
rights with indefinite life exist. Estimating the value in use requires
the Group to make an estimate of the expected future cash flows
from the cash-generating unit and also to choose a suitable
discount rate in order to calculate the present value of those
cashflows.
REPORT
STRATEGIC
The Committee reviewed managements key assumptions to
understand their impact on the cash generating units recoverable
amounts. The Committee was satisfied that the significant
assumptions used for determining the recoverable amount had
been appropriately scrutinised, challenged and were sufficiently
robust. The Committee was further satisfied with the sensitivity
GOVERNANCE
CORPORATE
analysis carried out by the management with regard to these
impairment tests.
Impairment of assets of $75 million in the Middle East, Europe and
Africa region and $24 million in the Asia Pacific and Indian
subcontinent region was assessed. The impairment was mainly due
to significant adverse effects in the market and economic
conditions which were outside the control of the Group. Further
FINANCIAL STATEMENTS
CONSOLIDATED
information can be found under note 12 to the Consolidated
Financial Statements.
2. TAXATION
The Group recognises liabilities for anticipated tax claims based
onestimates of whether additional taxes will be due. Deferred tax
assets are recognised for all unused tax losses to the extent that it
is probable that taxable profit will be available against which the
losses can be utilised. Significant management judgement is
required to determine these amounts based upon the likely
timingand level of future taxable profits together with future
taxplanning strategies.
3. PENSION AND POST-EMPLOYMENT BENEFITS
The cost of defined benefit pension plans and other post-
employment benefits is determined using actuarial valuations.
Theactuarial valuation involves making assumptions about
discount rates, expected rates of return on assets, future salary
increases, mortality rates and future pension increases. Due to the
long-term nature of these plans, such estimates are subject to
significant uncertainty.
4. LITIGATIONS AND CONTINGENT LIABILITIES
The level of provisioning for contingent and other liabilities is an
issue where management and legal judgements are important.
The Committee addresses the judgement and estimates relating to
Taxation, Pension and Litigations through a range of reporting
from senior management and a process of challenging the
appropriateness of managements views including the degree to
which these are supported by professional advice from external
legal and other advisory firms.
The above issues were discussed with management during the year
and with the auditor at the time the Committee reviewed and
agreed the auditors Group audit plan, when the auditor reviewed
the half year interim financial statements in June 2013 and also at
the conclusion of the audit of the financial statements.
 56 DP World Annual Report and Accounts 2013
Corporate Governance
Audit Committee continued
EXTERNAL AUDITORS
The Audit Committee is responsible for recommending a firm of
auditors of appropriate independence and experience and for the
approval of all audit fees and terms of engagement. The
Committees policy is to undertake a formal assessment of the
auditors independence each year which includes:
a review of non-audit services provided
to the Group and related fees;
discussion with the auditors of a written report detailing any
relationships with the Company and any other parties that
could affect independence or the perception of independence;
a review of the auditors own procedures for
ensuring the independence of the audit firm and
partners and staff involved in the audit, including
the regular rotation of the audit partner; and
obtaining written confirmation from the auditors that, in
their professional judgement, they are independent.
The Audit Committee has implemented the following policy
relating to the provision of non-audit services by the Companys
auditors.
AUDIT RELATED SERVICES
These services are undertaken by the auditors:
review of interim financial information; and
formalities relating to borrowings,
shareholder and other circulars.
PERMITTED NON-AUDIT SERVICES
The selection of providers of permitted non-audit services is subject
to a tender process, where appropriate. Non-audit work and the
fees involved are approved in advance by the Audit Committee.
Below are examples of permitted non-audit services:
tax planning, advice and compliance assistance; and
mergers and acquisitions.
PROHIBITED NON-AUDIT SERVICES
bookkeeping or other services related to the accounting records;
financial information systems design and implementation; and
investment banking services.
Throughout the year, the Committee monitored the cost and
nature of non-audit work undertaken by the auditors and is,
therefore, in a position to take action if it believes that there is
a threat to the auditors independence through the award of
this work.
KPMG LLP are appointed as external auditors to the Company. The
Committee has undertaken an annual review of the independence
and objectivity of the auditors and an assessment of the
effectiveness of the audit process, which included a report from
the external auditors of their own internal quality procedures.
It also received assurances from the Auditors regarding their
independence. On the basis of this review, the Committee
recommended to the Board that it recommend that shareholders
support the re-appointment of the Auditors at the AGM on
28April 2014.
RISK MANAGEMENT PROCESS
The Group risk management process has the following key
features:
all major businesses within the Group identify risks to the
achievement of their business objectives through a structured
online risk assessment process. Appropriate risk management
activity is determined and any required action plans are
implemented. Risks are assessed on the basis of impact and
likelihood to enable prioritisation of major and significant
risks. This is a continual process, and may be associated with
a variety of financial, operational and compliance matters
including organisation structures, business strategies,
disruption in information technology systems, competition,
natural catastrophe and regulatory requirements;
the risks and associated controls are summarised in the risk
portfolios and are presented to the Board for review; and
at the year-end, the regional management certifies that
the risk management process is in place and an assessment
has been conducted throughout their businesses and
that appropriate internal control procedures are in
place or in hand to manage the risks identified.
Further details on the risk management process can be found
under note 6 to the Consolidated Financial Statements. Details of
the Groups principal risks and uncertainties are set out on pages
42 to 47.
INTERNAL CONTROLS
The Board is responsible for maintaining a sound system of internal
controls and has established a control framework within which the
Group operates. The Audit Committee has undertaken a review of
the effectiveness of internal controls and risk management in
accordance with its remit. The core elements of DP Worlds system
of internal control are set out on page 42. The key high level
control procedures include:
an organisation structure which supports clear lines
of communication and accountability and delegation
of authority rules which specify responsibility;
business strategies prepared at regional level and approved
by the Board. In addition, there are annual budgeting
and strategic planning processes. Financial forecasts are
prepared every quarter. Actual performance is compared
to budget, latest forecast and prior year on a monthly
basis. Significant variances are investigated and explained
through normal monthly reporting channels;
key performance indicators produced to
summarise and monitor business activity;
evaluation and approval procedures for major capital
expenditure and significant treasury transactions;
regular reviews of the effectiveness of the Groups health,
safety, welfare, environment and security processes; and
the internal audit department providing additional
independent assurance to the Board and the Audit
Committee that key controls are operating as intended.
The risk management process and the system of internal control
are subject to continuous improvement.
 57 DP World Annual Report and Accounts 2013
GUIDELINES REGARDING INSIDER TRADING
The Company takes all reasonable steps to avoid the risk of insider
trading. The Company has adopted processes to keep all members
of staff informed about their duties with respect to the handling of
inside information, as well as dealings in DP Worlds shares.
The Company has adopted a share dealing code which sets out the
restrictions and close periods applicable to trading in securities.
Memoranda and guidelines regarding dealings (either selling or
buying) in shares have been circulated within the Group.
FRAUD
DP World has a fraud policy and a fraud incident response plan,
which takes effect in the event of serious incidents to oversee case
management and to ensure appropriate actions are taken. Fraud
risk assessments are conducted across the Group to identify
potential fraud risk scenarios in core business processes and to
monitor the internal controls in place to mitigate such risks.
The Audit Committee receives an update at each meeting on any
material frauds. The Audit Committee has reviewed DP Worlds
whistle blowing procedures to ensure that arrangements are in
place to enable Company employees to raise concerns about
possible improprieties on a confidential basis.
ANTI-BRIBERY AND CORRUPTION
DP World has an anti-bribery and corruption policy with
supporting processes and procedures to meet the requirements of
the UK Bribery Act 2010. During 2013, online training on the
importance of compliance with the anti-bribery and corruption
policy was completed by selected members of management and
key employees across the Group.
http://ar.dpworld.com/2013
Nominations and Governance
OVERVIEW
Committee
MEMBERS
Sir John Parker (Chairman)
David Williams
REPORT
STRATEGIC
Cho Ying Davy Ho
Jamal Majid Bin Thaniah
Mohammed Sharaf
Deepak Parekh
The Nominations and Governance Committee assists the Board in
GOVERNANCE
CORPORATE
discharging its responsibilities relating to the size and composition
of the Board. It is also responsible for periodically reviewing the
Boards structure and identifying potential candidates to be
appointed as Directors as the need may arise. The Nominations
and Governance Committee is responsible for evaluating the
balance of skills, knowledge, experience and diversity on the Board
and, in particular:
FINANCIAL STATEMENTS
CONSOLIDATED
identifying individuals qualified to become Board members;
recommending individuals to be considered for
election at the next Annual General Meeting
of the Company or to fill vacancies; and
preparing a description of the role and capabilities
required for a particular appointment.
The full terms of reference of the Nominations and Governance
Committee can be found on DP Worlds website.
The Nominations and Governance Committee is comprised of six
members, four of whom are Independent Non-Executive Directors.
The Chairman of the Nominations and Governance Committee is
Sir John Parker.
The Nominations and Governance Committee meets formally at
least twice a year and otherwise as required.
2013 ACTIVITIES
identified and nominated candidates for Board approval to
replace Cho Ying Davy Ho who retired effective 1 January 2014;
reviewed the Board composition, with particular
consideration given to the Board Diversity policy; and
reviewed the adequacy of the Groups succession plan.
Executive Committee
The Executive Committee has primary responsibility for the
day-to-day management of DP Worlds operations and strategic
policy implementation (such policies being established and
approved by the Board). The Executive Committee is comprised of
the Executive Directors and certain senior managers.
The Executive Committee meets regularly as required.
 58 DP World Annual Report and Accounts 2013
Corporate Governance
Remuneration Committee
MEMBERS
Sir John Parker (Chairman)
David Williams
Cho Ying Davy Ho
Deepak Parekh
The Remuneration Committee determines and agrees with the
Board the framework and broad policy for the remuneration of the
Group Chief Executive Officer and Chief Financial Officer and other
members of senior management. The policy of the committee is to
review remuneration based on independent assessment and
market practice. The remuneration of Independent Non-Executive
Directors is a matter for the Chairman and executive members of
the Board. No executive is involved in any decisions as to their own
remuneration. The Remuneration Committee:
determines and agrees with the Board, the
Companys framework for remuneration;
recommends and monitors the level and structure
of remuneration to senior management;
keeps under review its own performance,
constitution and terms of reference; and
considers other matters as referred to it by the Board.
The full terms of reference of the Remuneration Committee can be
found on DP Worlds website.
The membership of the Remuneration Committee is comprised of
four members, all of whom are Independent Non-Executive
Directors. The Chairman of the Remuneration Committee is Sir
John Parker.
The Remuneration Committee meets formally at least twice a year
and otherwise as required.
2013 ACTIVITIES
reviewed salary structures;
reviewed the Companys Performance Delivery Plan; and
reviewed remuneration disclosure in the
Annual Report and Accounts.
REMUNERATION
EXECUTIVE REWARD POLICY
The reward policy for Executive Directors and senior management
(Executive Committee and other experienced managers) is guided
by the following key principles:
business strategy support: aligned with our business strategy
with focus on both short-term goals and the creation of long-
term value ensuring alignment to shareholders interests;
competitive pay: ensures competitiveness against our
target market;
fair pay: ensures consistent, equitable and fair treatment within
the organisation; and
performance-related pay: linked to performance targets via
short and long-term incentive plans and the pay review process.
The reward policy for Executive Directors and senior management
consists of the following key components:
Market benchmark:
the target market position is between median and
upper quartile on a total remuneration basis;
for Executive Directors and senior management based in
Dubai, practice and policy reflect the structure of the Dubai
pay market, whilst at the same time ensuring competitiveness
on an international basis. Variable pay is also reviewed and
balanced against the total remuneration package; and
DP World engages the services of Hay Group as the main
provider of market information and as advisers on particular
remuneration matters. This is subject to periodic review.
Base salary:
fixed cash compensation based on level of
responsibility as determined by the application
of a formal job evaluation methodology;
reflects local practice in each of the geographies
in which DP World operates, but is also set against
common market policy positions; and
reviewed annually on 1 April to take into account market
pay movements, individual performance, relativity to market
on an individual basis and DP Worlds ability to pay.
ALLOWANCES AND BENEFITS
Can either be cash or non-cash elements based on
level of responsibility as determined by the application
of a formal job evaluation methodology.
Reflects local practice in each of the geographies
in which DP World operates, but are also set
against common market policy positions.
For Executive Directors and senior management based in Dubai,
cash allowances are a normal component of the package
and typically cover accommodation, utility, transport and club
elements in line with Dubai market practice. Benefits include the
provision of childrens education assistance, travel assistance,
medical and dental insurance and post-retirement benefits.
Reviewed annually to ensure that DP World remains competitive
within the market place and that it continues to provide the
reward mechanisms to aid retention in line with its ability to pay.
PERFORMANCE DELIVERY PLAN (PDP)
Cash-based incentive plan to motivate, drive and reward
performance over an operating cycle of one year.
The PDP combines business financial performance and
individual performance objectives. Levels of awards,
financial and personal measures and weightings will
vary depending on the role, geography and level of
responsibility of the individual. For individuals outside the
Executive Directors and senior management category, the
principle is then typically cascaded throughout the business
units organisational levels in line with local policies.
Appropriateness of the levels of awards, financial and personal
measures and weightings are reviewed on an annual basis
to ensure they continue to support our business strategy.
Payment is in cash and is expected to be made in April each
year for performance over the previous financial year, subject
to review and sign-off by the Remuneration Committee.
 59 DP World Annual Report and Accounts 2013

LONG-TERM INCENTIVE PLAN (LTIP)

Cash-based rolling incentive plan to motivate,

OVERVIEW
drive and reward sustained performance over the
long-term operating cycle of three years.
The LTIP reflects business financial performance only.
Levels of awards, financial measures and weightings will
vary depending on the role, geography and levels of
responsibility of the individuals. In addition to the Executive
Directors and senior managers, employees performing the
top 100 jobs (as determined by job size) are also eligible to

REPORT
STRATEGIC
participate in the LTIP in line with the same financial metrics
as described for Executive Directors and senior managers
with varying levels of award in line with their job size.
Appropriateness of the levels of awards, financial measures
and weightings are reviewed on an annual basis to ensure
they continue to support our business strategy.
Payment is in cash and is expected to be made in April each

GOVERNANCE
CORPORATE
year for performance over the previous three financial years,
subject to review and sign-off by the Remuneration Committee.

INCENTIVE PLANS
As described above, the Company has adopted a short-term and a
long-term incentive plan for its Executive Directors and senior
managers. Details of these plans are outlined below.

FINANCIAL STATEMENTS
CONSOLIDATED
The Performance Delivery Plan (PDP) for the financial year ended
2013 (award to be paid in 2014) and 2012 (award paid in 2013) is
worth a maximum of 75% of annual base salary. It is made up of
two components; a financial component worth 70% of the overall
award value and a personal component worth 30% of the overall
award value.

The financial component is based on performance assessed against

a budgeted Profit After Tax (PAT) measure. Payout on the financial
component is triggered if the Company achieves 95% of its target.
Maximum payout on the financial component will occur if the
Company achieves 105% of its target. The payout for performance
between the 95% and 105% of target is on a straight-line basis.

The personal component is based on performance assessed

against Specific, Measurable, Achievable, Relevant & Timebound
(SMART) objectives. The objectives are particular to each individual
role and can include financial based objectives and more
qualitativeones.

The LTIP for the 2011-2013 (award to be paid in 2014), 2012-2014

(award to be paid in 2015) and 2013-2015 (award to be paid in
2016) performance cycles is based on performance over three
years assessed against two budgeted measures with 70% of the
award linked to a Return On Capital Employed measure and 30%
linked to an Earnings Per Share measure.

The LTIP for the cycles described above is worth a maximum of

100% of average annual base salary for the Executive Directors
and the Chief Operating Officer and a maximum of 75% of
average annual base salary for other senior managers.

http://ar.dpworld.com/2013
 60 DP World Annual Report and Accounts 2013

Corporate Governance

EXECUTIVE DIRECTORS SERVICE CONTRACTS POST RETIREMENT BENEFITS

ANDREMUNERATION Mohammed Sharaf participates in the government pension
As mentioned above, the Executive Directors remuneration scheme in accordance with local labour law. Yuvraj Narayan
structure follows the market practice in the UAE, and all payments participates in an end of service benefit scheme in accordance with
are made tax free reflecting the UAEs status. local labour law.

Each of the Executive Directors is employed pursuant to a
serviceagreement.
Mohammed Sharaf
Mohammed Sharafs service agreement is with DP World FZE
(asubsidiary of the Company). It can be terminated on six months
notice by either party. In addition, DP World FZE can terminate the
agreement, without notice, on payment of six months base salary.
Mohammed Sharaf is entitled to receive a base salary and certain
other benefits under his service agreement.
He was also granted a Performance Delivery Plan award of 71.25%
(out of a maximum of 75%) for performance linked to the 2012
financial year and a Long-Term Incentive Plan award of 75.30%
(out of a maximum of 100%) for performance linked to the
2010-2012 cycle.
His total remuneration for the year ended 31 December 2013
(which includes his base salary and these other benefits)
was$1,542,638.
Yuvraj Narayan
Yuvraj Narayans service agreement is with DP World FZE. It can
beterminated on six months notice by either party. In addition,
DPWorld FZE can terminate the agreement, without notice,
onpayment of six months base salary.
Yuvraj Narayan is entitled to receive a base salary and certain other
benefits under his service agreement.
He was also granted a Performance Delivery Plan award of 75%
(out of a maximum of 75%) for performance linked to the 2012
financial year and a Long-Term Incentive Plan award of 75.30%
(out of a maximum of 100%) for performance linked to the
2010-2012 cycle.
NON-EXECUTIVE DIRECTORS LETTERS OF APPOINTMENT
ANDFEES
The Non-Executive Directors do not have service contracts with the
Company. Their terms of appointment are governed by letters of
appointment. The Company has no contractual obligation to
provide any benefits to any of the Non-Executive Directors upon
termination of their directorship.
Each Non-Executive Directors letter of appointment is with the
Company and is envisaged to be for a period of three years,
subject to annual re-appointment by the shareholders at each
AGM. It can be terminated on six months notice by either party.
For the year ended 31 December 2013, the fees and other
remuneration payable to each of the Non-Executive Directors,
which includes remuneration for their services in being a member
of, or chairing, a Board Committee are set out below:
Sir John Parker received a Non-Executive
Director fee of $515,955
David Williams received a Non-Executive
Director fee of $146,047
Cho Ying Davy Ho received a Non-
Executive Director fee of $114,787
Deepak Parekh received a Non-Executive
Director fee of $114,785
The Chairman, Sultan Ahmed Bin Sulayem, and Non-Executive Vice
Chairman, Jamal Majid Bin Thaniah are not remunerated by
theCompany.
DIRECTORS INTERESTS IN SHARES
The following is a table of the Directors shareholdings:
$2.00 ordinary $2.00 ordinary
shares held shares held
as at as at
1 January 2013 31 Dec 2013 Change

Mohammed Sharaf 28,221 28,221

His total remuneration for the year ended 31 December 2013 Yuvraj Narayan 14,668 14,668
(which includes his base salary and these other benefits) Sir John Parker 7,262 7,262
was$1,269,520.
 61 DP World Annual Report and Accounts 2013

Statement of Directors Responsibilities

in respect of the preparation of the Annual Report and
the Consolidated Financial Statements
The following statement, which should be read in conjunction with

OVERVIEW
the Auditors responsibility section of the Independent Auditors
Report, is made with a view to distinguishing the respective
responsibilities of the Directors and of the Auditors in relation to
the Consolidated Financial Statements.

The Directors are required to prepare Consolidated Financial

Statements for each financial year which give a true and fair view
of the state of affairs of DP World Limited (the Company) and its

REPORT
STRATEGIC
subsidiaries (collectively referred to as the Group) as at the end
of the financial year and of the profit and loss for the financial year.

The Consolidated Financial Statements are prepared in accordance

with International Financial Reporting Standards. In preparing the
Consolidated Financial Statements, the Directors are required to
select appropriate accounting policies and then apply them
consistently, make judgements and estimates that are reasonable

GOVERNANCE
CORPORATE
and prudent and state whether all accounting standards which
they consider to be applicable have been followed, subject to any
material departures disclosed and explained in the Consolidated
Financial Statements. The Directors also use a going concern basis
in preparing the Consolidated Financial Statements unless this is
inappropriate.

The Directors have responsibility for ensuring that the Company

FINANCIAL STATEMENTS
CONSOLIDATED
keeps accounting records which disclose with reasonable accuracy
at any time the financial position of the Company and which
enable them to ensure that the Consolidated Financial Statements
comply with the applicable laws in the relevant jurisdiction.

The Directors have general responsibility for taking such steps as

are reasonably open to them to safeguard the assets of the Group
and to prevent and detect fraud and other irregularities.

The Directors are also responsible for preparing a Directors Report

and Corporate Governance Statement in accordance with
applicable law and regulations.

The Directors consider the Annual Report and the Consolidated

Financial Statements, taken as a whole, to be fair, balanced and
understandable, and provide necessary information for
shareholders to assess the Companys performance, business
model and strategy.

By order of the Board

B Allinson
Board Legal Adviser and Company Secretary
20 March 2014

http://ar.dpworld.com/2013
 62 DP World Annual Report and Accounts 2013

Independent Auditors Report

The Shareholders Opinion

DP World Limited
Report on the consolidated financial statements
We have audited the accompanying consolidated financial
statements of DP World (the Company) and its subsidiaries
(collectively referred to as the Group), which comprise the
consolidated statement of financial position as at 31 December
2013, the consolidated statements of comprehensive income
(comprising a separate consolidated income statement and a
consolidated statement of comprehensive income), consolidated
statements of changes in equity and cash flows for the year then
ended, and notes, comprising a summary of significant accounting
policies and other explanatory information.
Managements responsibility for the consolidated
financialstatements
Management is responsible for the preparation and fair
presentation of these consolidated financial statements in
accordance with International Financial Reporting Standards, and
for such internal control as management determines is necessary to
enable the preparation of consolidated financial statements that
are free from material misstatement, whether due to fraud or error.
In our opinion, the consolidated financial statements give a true and
fair view of the consolidated financial position of the Group asat
31 December 2013, and of its consolidated financial performance
and its consolidated cash flows for the year then ended in
accordance with International Financial Reporting Standards.
Matters on which we are required to report by exception
We have nothing to report in respect of the following:
Under the Listing Rules, we are required to review:
the directors statement, set out on page 61, in relation to
goingconcern;
the part of the corporate governance statement on page 52
relating to the Companys compliance with the nine provisions
of the UK Corporate Governance Code specified for our
review;and
certain elements of the report to shareholders by the Board on
Directors remuneration.
On behalf of KPMG LLP

Auditors responsibility
Our responsibility is to express an opinion on these consolidated
financial statements based on our audit. We conducted our audit
in accordance with International Standards on Auditing. Those
standards require that we comply with ethical requirements and
plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free from
material misstatement.

An audit involves performing procedures to obtain audit evidence

about the amounts and disclosures in the consolidated financial
statements. The procedures selected depend on our judgement,
including the assessment of the risks of material misstatement
ofthe consolidated financial statements, whether due to fraud
orerror. In making those risk assessments, we consider internal
control relevant to the entitys preparation and fair presentation
ofthe consolidated financial statements in order to design audit
procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the
entitys internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the
reasonableness of accounting estimates made by management,
aswell as evaluating the overall presentation of the consolidated
financial statements.

We believe that the audit evidence we have obtained is sufficient

and appropriate to provide a basis for our audit opinion.
 63 DP World Annual Report and Accounts 2013

Consolidated Income statement

for the year ended 31 December 2013

Year ended 31 December 2013 Year ended 31 December 2012 (Restated*)

OVERVIEW
Before Separately Before Separately
separately disclosed items separately disclosed items
disclosed items (Note 12) Total disclosed items (Note 12) Total
Notes USD000 USD000 USD000 USD000 USD000 USD000

Revenue 8 3,073,248 3,073,248 3,121,017 3,121,017

Cost of sales (1,849,087) (1,849,087) (2,003,318) (2,003,318)
Gross profit 1,224,161 1,224,161 1,117,699 1,117,699
General and administrative expenses (311,243) (101,433) (412,676) (279,459) (55,850) (335,309)

REPORT
STRATEGIC
Other income 21,458 21,458 21,643 21,643
Profit on sale and termination of
businesses 12 158,188 158,188 237,204 237,204
Share of profit/(loss) from equity-
accounted investees (net of tax) 16 84,366 (4,305) 80,061 133,897 20,710 154,607
Results from operating activities 1,018,742 52,450 1,071,192 993,780 202,064 1,195,844
Finance income 10 84,493 84,493 75,211 75,211

GOVERNANCE
CORPORATE
Finance costs 10 (369,439) (369,439) (371,229) (10,373) (381,602)
Net finance costs (284,946) (284,946) (296,018) (10,373) (306,391)
Profit before tax 733,796 52,450 786,246 697,762 191,691 889,453
Income tax expense 11 (59,558) (4,900) (64,458) (72,954) (72,954)
Profit for the year 9 674,238 47,550 721,788 624,808 191,691 816,499
Profit attributable to:

FINANCIAL STATEMENTS
CONSOLIDATED
Owners of the Company 604,421 35,215 639,636 545,182 193,216 738,398
Non-controlling interests 69,817 12,335 82,152 79,626 (1,525) 78,101
674,238 47,550 721,788 624,808 191,691 816,499
Earnings per share
Basic and diluted earnings per share
UScents 24 77.06 88.96
* Refer to note 3(F).

The accompanying notes 1 to 34 form an integral part of these consolidated financial statements.

The Independent Auditors Report is set out on page 62.

www.dpworld.com/investors
 64 DP World Annual Report and Accounts 2013

Consolidated Statement of Comprehensive Income

for the year ended 31 December 2013

2013 2012
USD000 USD000
Notes (Restated*)

Profit for the year 721,788 816,499

Other comprehensive income
Items that are or may be reclassified subsequently to consolidated income statement:
Foreign exchange translation differences for foreign operations** (133,211) 104,135
Foreign exchange profit recycled to consolidated income statement on sale of businesses (4,316) (2,131)
Net change in cash flow hedges recycled to consolidated income statement 10,373
Net change in fair value of available-for-sale financial assets 17 3,160 (132)
Share in other comprehensive income of equity-accounted investees 17,772 (8,686)
Effective portion of net changes in fair value of cash flow hedges 96,743 (24,768)
Related tax on fair value of cash flow hedges (18,863) 10,444
Items that will never be reclassified to consolidated income statement:
Remeasurements of post-employment benefit obligations 26 38,880 (30,769)
Related tax (1,480) 500
Other comprehensive income for the year, net of income tax (1,315) 58,966
Total comprehensive income for the year 720,473 875,465
Total comprehensive income attributable to:
Owners of the Company 628,586 797,454
Non-controlling interests 91,887 78,011
720,473 875,465
* Refer to note 3(F).
** A significant portion of this includes foreign exchange translation differences arising from the translation of goodwill and purchase price adjustments which are denominated in foreign currencies at
the Group level. The translation differences arising on account of translation of the financial statements of foreign operations whose functional currencies are different from that of the Groups
presentation currency on Group consolidation are also reflected here. There are no differences on translation from functional to presentation currency as the Companys functional currency is currently
pegged to the presentation currency (refer to note 2(D)).

The accompanying notes 1 to 34 form an integral part of these consolidated financial statements.

The Independent Auditors Report is set out on page 62.

 65 DP World Annual Report and Accounts 2013

Consolidated Statement of Financial Position

as at 31 December 2013

31 December 31 December 1 January

2013 2012 2012

OVERVIEW
USD000 USD000 USD000
Notes (Restated*) (Restated*)

Assets
Non-current assets
Property, plant and equipment 13 6,069,785 5,413,262 5,124,120
Goodwill 14 1,532,238 1,588,918 1,607,655
Port concession rights 14 2,904,481 3,115,084 3,223,958
2,700,703

REPORT
STRATEGIC
Investment in equity-accounted investees 16 3,348,317 3,451,264
Deferred tax assets 11 4,393 2,724 360
Other investments 17 62,923 60,833 73,193
Accounts receivable and prepayments 18 181,110 263,428 260,114
Total non-current assets 13,455,633 13,792,566 13,740,664
Current assets
Inventories 51,717 53,283 54,979

GOVERNANCE
CORPORATE
Accounts receivable and prepayments 18 680,694 609,422 627,297
Bank balances and cash 19 2,572,470 1,881,928 4,159,364
Assets held for sale 77,706
Total current assets 3,304,881 2,544,633 4,919,346
Total assets 16,760,514 16,337,199 18,660,010

Equity

FINANCIAL STATEMENTS
CONSOLIDATED
Share capital 20 1,660,000 1,660,000 1,660,000
Share premium 21 2,472,655 2,472,655 2,472,655
Shareholders reserve 21 2,000,000 2,000,000 2,000,000
Retained earnings 3,408,504 2,968,068 2,408,803
Hedging and other reserves 21 (31,384) (122,229) (104,408)
Actuarial reserve 21 (343,269) (379,171) (352,402)
Translation reserve 21 (620,706) (482,909) (586,555)
Total equity attributable to equity holders of the Company 8,545,800 8,116,414 7,498,093
Non-controlling interests 22 475,741 663,993 765,013
Total equity 9,021,541 8,780,407 8,263,106
Liabilities
Non-current liabilities
Deferred tax liabilities 11 935,586 967,902 977,503
Employees end of service benefits 25 61,740 55,747 49,393
Pension and post-employment benefits 26 169,778 223,234 194,111
Interest bearing loans and borrowings 27 4,776,690 4,049,621 4,563,309
Accounts payable and accruals 28 281,246 504,755 467,240
Total non-current liabilities 6,225,040 5,801,259 6,251,556
Current liabilities
Income tax liabilities 11 210,347 186,586 172,862
Bank overdrafts 19 1,407 195 1,017
Pension and post-employment benefits 26 10,068 11,845 12,621
Interest bearing loans and borrowings 27 258,327 702,835 3,178,446
Accounts payable and accruals 28 1,033,784 854,072 780,402
Total current liabilities 1,513,933 1,755,533 4,145,348
Total liabilities 7,738,973 7,556,792 10,396,904
Total equity and liabilities 16,760,514 16,337,199 18,660,010
* Refer to note 3 (F).

The accompanying notes 1 to 34 form an integral part of these consolidated financial statements. The consolidated financial statements
were authorised for issue on 20 March 2014.

Mohammed Sharaf Yuvraj Narayan

Chief Executive Officer Chief Financial Officer

The Independent Auditors Report is set out on page 62.

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 66 DP World Annual Report and Accounts 2013

Consolidated Statement of Changes in Equity

for the year ended 31 December 2013

Share Share Shareholders

capital premium reserve
USD000 USD000 USD000
Balance as at 1 January 2013 (Restated*) 1,660,000 2,472,655 2,000,000
Total comprehensive income for the year
Profit for the year
Total other comprehensive income, net of income tax
Total comprehensive income for the year
Transactions with owners, recorded directly in equity
Dividends paid (refer to note 23)
Total transactions with owners
Transactions with non-controlling interests, recorded directly in equity
Dividends paid
Derecognition of non-controlling interests on loss of control in Asia Pacific and
Indian subcontinent region
Total transactions with non-controlling interests
Balance as at 31 December 2013 1,660,000 2,472,655 2,000,000

Balance as at 1 January 2012 (Restated*) 1,660,000 2,472,655 2,000,000

Impact of IAS 19 amendment (refer to note 3(F))
Balance as at 1 January 2012 (Restated refer to note 3(F)) 1,660,000 2,472,655 2,000,000
Total comprehensive income for the year
Profit for the year
Total other comprehensive income, net of income tax
Total comprehensive income for the year
Transactions with owners, recorded directly in equity
Dividends paid (refer to note 23)
Total transactions with owners
Changes in ownership interests in subsidiaries
Acquisition of non-controlling interests without change in control**
Transactions with non-controlling interests, recorded directly in equity
Dividends paid
Derecognition of non-controlling interests on monetisation of investment in
subsidiaries
Total transactions with non-controlling interests
Balance as at 31 December 2012 1,660,000 2,472,655 2,000,000
* Refer to note 3 (F).
** This mainly includes acquisition of remaining 10% interest in a subsidiary in Middle East, Europe and Africa Region for a consideration of USD 46,390 thousand resulting in a gain on acquisition
of USD 20,067 thousand.

The accompanying notes 1 to 34 form an integral part of these consolidated financial statements.

The Independent Auditors Report is set out on page 62.

 67 DP World Annual Report and Accounts 2013

Attributable to equity holders of the Company

OVERVIEW
Retained Hedging and Actuarial Translation Non-controlling Total
earnings other reserves reserve reserve Total interests equity
USD000 USD000 USD000 USD000 USD000 USD000 USD000

2,968,068 (122,229) (379,171) (482,909) 8,116,414 663,993 8,780,407

639,636 639,636 82,152 721,788

90,845 35,902 (137,797) (11,050) 9,735 (1,315)

REPORT
STRATEGIC
639,636 90,845 35,902 (137,797) 628,586 91,887 720,473

(199,200) (199,200) (199,200)

(199,200) (199,200) (199,200)

(64,064) (64,064)

GOVERNANCE
CORPORATE
(216,075) (216,075)
(280,139) (280,139)
3,408,504 (31,384) (343,269) (620,706) 8,545,800 475,741 9,021,541

2,367,164 (104,408) (352,402) (586,555) 7,456,454 765,013 8,221,467

41,639 41,639 41,639

FINANCIAL STATEMENTS
CONSOLIDATED
2,408,803 (104,408) (352,402) (586,555) 7,498,093 765,013 8,263,106

738,398 738,398 78,101 816,499

(17,821) (26,769) 103,646 59,056 (90) 58,966
738,398 (17,821) (26,769) 103,646 797,454 78,011 875,465

(199,200) (199,200) (199,200)

(199,200) (199,200) (199,200)

20,067 20,067 (66,457) (46,390)

(90,050) (90,050)

(22,524) (22,524)
20,067 20,067 (179,031) (158,964)
2,968,068 (122,229) (379,171) (482,909) 8,116,414 663,993 8,780,407

www.dpworld.com/investors
 68 DP World Annual Report and Accounts 2013

Consolidated Statement of Cash Flows

for the year ended 31 December 2013

2013 2012
USD000 USD000
Notes (Restated*)

Cash flows from operating activities

Profit for the year 721,788 816,499
Adjustments for:
Depreciation and amortisation 9 395,499 410,632
Impairment 9 99,153 49,900
Share of profit from equity-accounted investees (net of tax) (80,061) (154,607)
Finance costs 10 369,439 381,602
(Gain)/loss on sale of property, plant and equipment and port concession rights (6,571) 1,490
Profit on sale and termination of businesses (net of tax) (158,188) (237,204)
Finance income 10 (84,493) (75,211)
Income tax expense 11 64,458 72,954
Gross cash flows from operations 1,321,024 1,266,055
Change in inventories 2,110 1,641
Change in accounts receivable and prepayments (88,153) 25,036
Change in accounts payable and accruals 59,033 47,141
Change in provisions, pensions and post-employment benefits 4,674 (33,672)
Cash generated from operating activities 1,298,688 1,306,201
Income taxes paid (86,955) (74,856)
Net cash from operating activities 1,211,733 1,231,345
Cash flows from investing activities
Additions to property, plant and equipment 13 (1,025,530) (641,934)
Additions to port concession rights 14 (37,892) (43,017)
Proceeds from disposal of property, plant and equipment and port concession rights 10,103 17,744
Net proceeds from monetisation of investment in subsidiaries and equity-accounted investees 658,685 436,052
Cash outflow on acquisition of non-controlling interests without change in control (46,390)
Receipt of deferred consideration on disposal of equity-accounted investees 16,140
Interest received 43,103 77,594
Dividends received from equity-accounted investees 94,523 197,839
Additional investment in equity-accounted investees (38,256) (15,283)
Net loan repaid by/(advanced to) equity-accounted investees 68,323 (500)
Return of capital from equity-accounted investees 28,244
Return of capital from other investments 12,228
Net cash (used in)/from investing activities (210,801) 22,577
Cash flows from financing activities
Repayment of interest bearing loans and borrowings (633,090) (3,204,428)
Drawdown of interest bearing loans and borrowings 912,987 241,411
Interest paid (320,947) (292,575)
Dividend paid to the owners of the Company (199,200) (199,200)
Dividends paid to non-controlling interests (64,064) (90,050)
Net cash used in financing activities (304,314) (3,544,842)
Net increase/(decrease) in cash and cash equivalents 696,618 (2,290,920)
Cash and cash equivalents as at 1 January 1,881,733 4,158,347
Effect of exchange rate fluctuations on cash held (7,288) 14,306
Cash and cash equivalents as at 31 December 19 2,571,063 1,881,733
Cash and cash equivalents comprise the following:
Bank balances and cash 2,572,470 1,881,928
Bank overdrafts (1,407) (195)
Cash and cash equivalents 2,571,063 1,881,733
* Refer to note 3 (F).

The accompanying notes 1 to 34 form an integral part of these consolidated financial statements.

The Independent Auditors Report is set out on page 62.

 69 DP World Annual Report and Accounts 2013

Notes to Consolidated Financial Statements

(forming part of the financial statements)

1 REPORTING ENTITY
DP World Limited (the Company) was incorporated on 9 August 2006 as a Company Limited by Shares with the Registrar of Companies

OVERVIEW
of the Dubai International Financial Centre (DIFC) under the Companies Law, DIFC Law No. 3 of 2006. The consolidated financial
statements of the Company for the year ended 31 December 2013 comprise the Company and its subsidiaries (collectively referred to as
the Group) and the Groups interests in equity-accounted investees. The Group is engaged in the business of international marine
terminal operations and development, logistics and related services.

Port & Free Zone World FZE (the Parent Company), which originally held 100% of the Companys issued and outstanding share capital,
made an initial public offer of 19.55% of its share capital to the public and the Company was listed on the Nasdaq Dubai with effect from
26 November 2007. The Company was further admitted to trade on the London Stock Exchange with effect from 1 June 2011.

REPORT
STRATEGIC
Port & Free Zone World FZE is a wholly owned subsidiary of Dubai World Corporation (the Ultimate Parent Company).

The Companys registered office address is P.O. Box 17000, Dubai, United Arab Emirates.

2 BASIS OF PREPARATION
(A) STATEMENT OF COMPLIANCE

GOVERNANCE
CORPORATE
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS).

The consolidated financial statements were approved by the Board of Directors on 20 March 2014.

(B) BASIS OF MEASUREMENT

The consolidated financial statements have been prepared on the historical cost basis except for derivative financial instruments and
available-for-sale financial assets which are measured at fair value.

FINANCIAL STATEMENTS
CONSOLIDATED
The methods used to measure fair values are discussed further in note 5.

(C) FUNDING AND LIQUIDITY

The Groups business activities, together with factors likely to affect its future development, performance and position are set out in the
Chairmans Statement and Operating and Financial Review. In addition, note 6 sets out the Groups objectives, policies and processes for
managing the Groups financial risk including capital management and note 30 provides quantitative details of the Groups exposure to
credit risk, liquidity risk and interest rate risk from financial instruments.

The Board of Directors remain satisfied with the Groups funding and liquidity position. At 31 December 2013, the Group has a net
debtofUSD 2,463,954 thousand (2012: USD 2,870,723 thousand). The Groups credit facility covenants are currently well within the
covenant limits. The Group generated gross cash of USD 1,321,024 thousand (2012: USD 1,266,055 thousand) from operating activities
and its interest cover for the year is 5 times (2012: 4.7 times) (calculated using adjusted EBITDA and net finance cost before separately
disclosed items).

Based on the above, the Board of Directors have concluded that the going concern basis of preparation continues to be appropriate.

(D) FUNCTIONAL AND PRESENTATION CURRENCY

The functional currency of the Company is UAE Dirhams. Each entity in the Group determines its own functional currency and items
included in the financial statements of each entity are measured using that functional currency.

These consolidated financial statements are presented in United States Dollars (USD), which in the opinion of management is the most
appropriate presentation currency of the Company in view of the global presence of the Group. All financial information presented in USD
is rounded to the nearest thousand.

UAE Dirham is currently pegged to USD and there are no differences on translation from functional to presentation currency.

(E) USE OF ESTIMATES AND JUDGEMENTS

The preparation of consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual
results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in
which the estimate is revised and in any future periods affected.

www.dpworld.com/investors
 70 DP World Annual Report and Accounts 2013

Notes to Consolidated Financial Statements continued

2 BASIS OF PREPARATION CONTINUED

(i) Judgements
Information about critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in
the consolidated financial statements are as follows:

(a) Provision for income taxes and deferred tax

The Group is subject to income taxes in numerous jurisdictions. Significant judgement is required in determining the worldwide provision
for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary
course of business. The Group recognises liabilities for anticipated tax payments based on estimates of whether additional taxes will be
due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact
the income tax and deferred tax provisions in the period in which such determination is made.

Deferred tax assets are recognised for all unused tax losses to the extent that it is probable that taxable profit will be available against
which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can
be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies.

(b) Impairment of available-for-sale financial assets

Available-for-sale financial assets are impaired when objective evidence of impairment exists. A significant or prolonged decline in the fair
value of an investment is considered as objective evidence of impairment. The Group considers that generally a decline of 20% will be
considered as significant and a decline of over nine months will be considered as prolonged.

(c) Fair value of financial instruments

Where the fair value of financial assets and financial liabilities recorded in the consolidated statement of financial position cannot be
derived from active markets, they are determined using valuation techniques including the discounted cash flow model. The inputs to
these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in
establishing fair values. The judgements include consideration of inputs such as market risk, credit risk and volatility.

(d) Contingent liabilities

There are various factors that could result in a contingent liability being disclosed if the probability of any outflow in settlement is not
remote. The assessment of the outcome and financial effect is based upon managements best knowledge and judgement of current facts
as at the reporting date.

(ii) Estimates
Information about assumptions and estimation uncertainties that have significant risk of resulting in a material adjustment within the next
financial year are as follows:

(a) Useful life of property, plant and equipment and port concession rights with finite life
The useful life of property, plant and equipment and port concession rights with finite life is determined by the Groups management
based on their estimate of the period over which an asset or port concession right is expected to be available for use by the Group. This
estimate is reviewed and adjusted if appropriate at each financial year end. This may result in a change in the useful economic lives and
therefore depreciation and amortisation expense in future periods.

(b) Impairment testing of goodwill and port concession rights

The Group determines whether goodwill and port concession rights with indefinite life are impaired, at least on an annual basis. This
requires an estimation of the value in use of the cash-generating units to which the goodwill is allocated or in which the port concession
rights with indefinite life exist. Estimating the value in use requires the Group to make an estimate of the expected future cash flows from
the cash-generating unit and also to choose a suitable discount rate in order to calculate the present value of those cash flows.

(c) Impairment of accounts receivable

An estimate of the collectible amount of accounts receivable is made when collection of the full amount is no longer probable. For
significant amounts, this estimation is performed on an individual basis. Amounts which are not individually significant, but which are past
due, are assessed collectively and a provision applied according to the length of time past due, based on historical recovery rates. Any
difference between the amounts actually collected in future periods and the amounts expected, will be recognised in the consolidated
income statement.

(d) Pension and post-employment benefits

The cost of defined benefit pension plans and other post-employment benefits is determined using actuarial valuations. The actuarial
valuation involves making assumptions about discount rates, expected rates of return on assets, future salary increases, mortality rates and
future pension increases. Due to the long-term nature of these plans, such estimates are subject to significant uncertainty.

(e) Business combinations

In accounting for business combinations, judgement is required in identifying whether an identifiable intangible asset is to be recorded
separately from goodwill. Additionally, estimating the acquisition date fair value of the identifiable assets acquired and liabilities assumed
involves management judgement. These measurements are based on information available at the acquisition date and are based on
expectations and assumptions that have been deemed reasonable by the management. Changes in these judgements, estimates and
assumptions can materially affect the results of operations.
 71 DP World Annual Report and Accounts 2013

3 CHANGES IN ACCOUNTING POLICIES

Except for the changes below, the Group has consistently applied the accounting policies set out in note 4 to all periods presented in these

OVERVIEW
consolidated financial statements.

The Group has adopted the following new standards and amendments to standards, including any consequential amendments to other
standards, with a date of initial application of 1 January 2013.

a. IFRS 10 Consolidated Financial Statements (2011)

b. IFRS 11 Joint Arrangements
c. IFRS 12 Disclosure of Interests in Other Entities

REPORT
STRATEGIC
d. IFRS 13 Fair Value Measurement
e. Presentation of Items of Other Comprehensive Income (Amendments to IAS 1)
f. IAS 19 Employee Benefits (2011)

The nature and effects of the changes are explained below:

(A) SUBSIDIARIES

GOVERNANCE
CORPORATE
As a result of IFRS 10 (2011), the Group has changed its accounting policy for determining whether it has control over and consequently
whether it consolidates its investees. IFRS 10 (2011) introduces a new control model that focuses on whether the Group has power over an
investee, exposure or rights to variable returns from its involvement with the investee and ability to use its power to affect those returns.

In accordance with the transitional provisions of IFRS 10 (2011), the Group reassessed the control conclusion for its investees at 1 January
2013 resulting in no change.

(B) JOINT ARRANGEMENTS

FINANCIAL STATEMENTS
CONSOLIDATED
As a result of IFRS 11, the Group has changed its accounting policy for its interests in joint arrangements. Under IFRS 11, the Group has
classified its interests in joint arrangements as either joint operations (if the Group has rights to assets, and obligations for liabilities,
relating to an arrangement) or joint ventures (if the Group has rights only to the net assets of an arrangement). When making this
assessment, the Group considered the structure of the arrangements, the legal form of any separate vehicles, the contractual terms of the
arrangements and other facts and circumstances. Previously, the structure of the arrangement was the sole focus of classification.

The Group has concluded that there are no joint operations.

(C) DISCLOSURE OF INTERESTS IN OTHER ENTITIES

As a result of IFRS 12, the Group has expanded its disclosures about its interests in equity-accounted investees and non-controlling
interests (see notes 16, 22 and 34).

(D) FAIR VALUE MEASUREMENT

IFRS 13 establishes a single framework for measuring fair value and making disclosures about fair value measurements when such
measurements are required or permitted by other IFRSs. It unifies the definition of fair value as the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It replaces and expands
the disclosure requirements about fair value measurements in other IFRSs, including IFRS 7. As a result, the Group has included additional
disclosures in this regard (see note 30).

Notwithstanding the above, the change had no significant impact on the measurements of the Groups assets and liabilities.

(E) PRESENTATION OF ITEMS OF OTHER COMPREHENSIVE INCOME (OCI)

As a result of the amendments to IAS 1, the Group has modified the presentation of items of OCI in its consolidated statement of
comprehensive income, to present separately items that would be reclassified to consolidated income statement from those that would
never be. Comparative information has been re-presented accordingly.

(F) POST-EMPLOYMENT DEFINED BENEFIT PLANS

IAS 19 Revised (2011) Employee Benefits includes a number of amendments to the accounting for defined benefit plans. The following
changes have had an impact on the Group:

Expected returns on plan assets are no longer recognised in profit or loss. Net interest is recognised in profit or loss, calculated using
the discount rate used to measure the net defined benefit liability. The difference between the actual return on plan assets and the
interest income is recognised as a re-measurement in other comprehensive income.
Administration costs are recognised in profit or loss and no longer being taken into account in measuring the defined benefit obligation.
Unvested past service costs can no longer be deferred and recognised over the future vesting period. Instead, all past service costs are
recognised at the earlier of when the amendment occurs and when the Group recognises related restructuring or termination costs.
(Until 2012, the Groups past service costs were recognised as an expense on a straight-line basis over the average period until the
benefits become vested).

www.dpworld.com/investors
 72 DP World Annual Report and Accounts 2013

Notes to Consolidated Financial Statements continued

3 CHANGES IN ACCOUNTING POLICIES CONTINUED

Other amendments include new disclosures, such as, quantitative sensitivity disclosures.

The effect of the adoption of IAS 19R is explained below:

As at As at As at
31 December 31 December 1 January
2013 2012 2012
USD000 USD000 USD000

Impact on statement of financial position:

Decrease in pension and post-employment benefits refer to note (a) below 49,274 50,562 41,639
Increase in actuarial reserve 25,107 19,131
Increase in retained earnings 24,167 31,431 41,639

For the For the

year ended year ended
31 December 31 December
2013 2012
USD000 USD000
Impact on income statement:
Increase in cost of sales 413 512
Increase in general and administrative expenses refer to note (b) below 2,502 2,559
Increase in finance costs see note (c) below 7,017 7,137
Total impact on income statement 9,932 10,208
Impact on other comprehensive income 25,107 19,131

(a) The transition to revised IAS 19 resulted in a reduction of net defined benefit plan obligations due to the administration costs being
taken to the consolidated income statement each year rather than being reserved as part of the discounted obligation.

(b) Certain pension administration costs are directly recognised in consolidated income statement as per revised IAS 19.

(c) The interest expense/(income) under IAS 19R is calculated as net interest based on the discount rate that is used to measure the net
defined benefit liability. Expected returns on plan assets are no longer recognised in profit or loss. These changes in the standard give
rise to an adjustment in profit and loss with a corresponding impact in actuarial reserve.

The segment information has accordingly been adjusted based on the above restatements (refer to note 7).

4 SIGNIFICANT ACCOUNTING POLICIES

The accounting policies set out below have been applied consistently in the year presented in these consolidated financial statements and
have been applied consistently by the Group entities.

(A) BASIS OF CONSOLIDATION

(i) Business combinations
Except for transactions involving entities under common control, where the provisions of IFRS 3, "Business Combinations" are not
applicable, business combinations are accounted for using the acquisition method as at the acquisition date i.e. when control is
transferred to the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its
activities. In assessing control, the Group takes into consideration potential voting rights that are currently exercisable.

The Group measures goodwill at the acquisition date as:

the fair value of the consideration transferred; plus
the recognised amount of any non-controlling interests in the acquiree; plus
if the business combination is achieved in stages, the fair value of the pre-existing equity interest in the acquiree; less
the net recognised amount (generally fair value) of the identifiable assets (including previously unrecognised port concession rights)
acquired and liabilities (including contingent liabilities and excluding future restructuring) assumed.

In an acquisition, if the purchase price is lower than the fair value of the assets acquired, the resulting gain will be recognised immediately
in the statement of consolidated income statement.

The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally
recognised in the consolidated income statement.

Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a
business combination are expensed as incurred.

Any contingent consideration payable is measured at fair value at the acquisition date. If the contingent consideration is classified as equity,
then it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes in the fair value of the contingent
consideration are recognised in the consolidated income statement.
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4 SIGNIFICANT ACCOUNTING POLICIES CONTINUED

(ii) Non-controlling interests

OVERVIEW
For each business combination, the Group elects to measure any non-controlling interests at their proportionate share of the acquirees
identifiable net assets, which is generally at fair value.

Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests even if doing so, causes the
non-controlling interests to have a debit balance.

Changes in the Groups interests in a subsidiary that do not result in a loss of control are accounted for as transactions with owners in
theircapacity as owners and therefore no goodwill is recognised as a result of such transactions. The difference between the fair value

REPORT
STRATEGIC
ofany consideration paid and relevant share acquired in the carrying value of net assets of the subsidiary is recorded in equity under
retained earnings.

(iii) Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from
its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of
subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

GOVERNANCE
CORPORATE
The accounting policies of subsidiaries have been changed where necessary to align them with the policies adopted by the Group.

(iv) Loss of control

On the loss of control, the Group derecognises the assets and liabilities of a subsidiary, any non-controlling interests and the other
components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in the consolidated
income statement. If the Group retains any interest in the previous subsidiary, then such interest is re-measured at fair value at the date
that control is lost. Subsequently, that retained interest is accounted for as an equity-accounted investee or as an available-for-sale financial
asset depending on the level of influence retained.

FINANCIAL STATEMENTS
CONSOLIDATED
(v) Structured entities
The Group has established DP World Sukuk Limited (a limited liability company incorporated in the Cayman Islands) as a structured entity
(SE) for the issue of Sukuk Certificates. These certificates are listed on Nasdaq Dubai and London Stock Exchange. The Group does not
have any direct or indirect shareholding in this entity.

A SE is consolidated based on an evaluation of the substance of its relationship with the Group and its risks and rewards. The SE was
established by the Group under the terms that impose strict limitations on the decision-making powers of the SEs management thereby
resulting into majority of the benefits related to the SEs operations and net assets being received by the Group. Consequently, the Group
is also exposed to risks incident to the SEs activities and retains the majority of the residual or ownership risks related to the SE or its
assets. Therefore, Group concludes that it controls the SE. Refer to accounting policy on non-derivative financial liabilities in note 4(C)(ii).

(vi) Investments in associates and joint ventures (equity-accounted investees)

Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating
policies. Significant influence is presumed to exist when the Group holds between 20 per cent and 50 per cent of the voting power of
another entity.

Joint ventures are those entities over whose activities the Group has joint control, whereby the Group has rights to the net assets of the
arrangement, rather than rights to its individual assets and obligations for its individual liabilities.

Investments in equity-accounted investees are accounted for using the equity method and are initially recorded at cost including
transaction costs. The Groups investment includes fair value adjustments (including goodwill) net of any accumulated impairment losses.
The consolidated financial statements include the Groups share of the income and expenses of equity-accounted investees, after
adjustments to align the accounting policies with those of the Group, from the date that significant influence or joint control commences
until the date that significant influence or joint control ceases.

When the Groups share of losses exceeds its interest in an equity-accounted investee, the carrying amount of that interest (including any
long-term investments) is reduced to nil and the recognition of further losses is discontinued except to the extent that the Group has an
obligation or has made payments on behalf of the investee. If the equity-accounted investees subsequently reports profits, the Group
resumes recognising its share of those profits only after its share of the profits equals the share of losses not recognised.

The financial statements of the equity-accounted investees are prepared for the same reporting period as the Group. The transactions
between the Group and its equity-accounted investees are made at normal market prices.

At each reporting date, the Group determines whether there is any objective evidence that the investment in the equity-accounted
investees are impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable
amount of the equity-accounted investees and its carrying value and recognises the same in the consolidated income statement.

Upon loss of joint control or significant influence, the Group measures and recognises any retained investment at its fair value. The
difference between the carrying amount of the equity-accounted investees upon loss of joint control or significant influence and the fair
value of the retained investment and proceeds from disposal is recognised as profit or loss in the consolidated income statement.

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Notes to Consolidated Financial Statements continued

4 SIGNIFICANT ACCOUNTING POLICIES CONTINUED

(vii) Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in
preparing the consolidated financial statements. Unrealised gains arising from the transactions with equity-accounted investees are
eliminated against the investment to the extent of the Groups interest in the investee. Unrealised losses are eliminated in the same way as
unrealised gains, but only to the extent that there is no evidence of impairment.

(B) FOREIGN CURRENCY

(i) Foreign currency transactions
These consolidated financial statements are presented in USD, which is the Groups presentation currency. Transactions in foreign
currencies are translated to the respective functional currencies of the Group entities at exchange rates at the date of the transactions.
Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the
exchange rate at that date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are
retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items in a
foreign currency that are measured at historical cost are translated to the functional currency using the exchange rate at the date of
transaction. Foreign currency differences arising on retranslation of monetary items are recognised in the consolidated income statement,
except for differences arising on the retranslation of available-for-sale equity instruments, of a financial liability designated as a hedge of
the net investment in a foreign operation, or qualifying cash flow hedges, which are recognised directly in consolidated statement of other
comprehensive income (refer to note 4(B)(iii)).

(ii) Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to USD at
exchange rates at the reporting date. The income and expenses of foreign operations are translated to USD at rates approximating to the
foreign exchange rates ruling at the date of the transactions. Foreign exchange differences arising on translation are recognised in the
consolidated statement of other comprehensive income and presented in the translation reserve in equity. However, if the foreign
operation is not a wholly owned subsidiary, then the relevant proportion of the translation difference is allocated to non-controlling
interests.

When a foreign operation is disposed such that control, significant influence or joint control is lost, the cumulative amount in the
translation reserve related to that foreign operation is reclassified to the consolidated income statement as part of the gain or loss on
disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the
relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Group disposes of only part of its
investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the
relevant proportion of the cumulative amount is reclassified to the consolidated income statement.

Foreign exchange gains and losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of
which is neither planned nor likely in the foreseeable future, are considered to form part of a net investment in a foreign operation and are
recognised in consolidated statement of other comprehensive income and presented in the translation reserve in equity.

(iii) Hedge of a net investment in a foreign operation

Foreign currency differences arising on the retranslation of a financial liability designated as a hedge of a net investment in a foreign
operation are recognised in the consolidated statement of other comprehensive income, to the extent that the hedge is effective. To the
extent that the hedge is ineffective, such differences are recognised in the consolidated income statement. When the hedged net
investment is disposed of, the associated cumulative amount in consolidated statement of other comprehensive income is transferred to
the consolidated income statement as part of the gain or loss on disposal.

(C) FINANCIAL INSTRUMENTS

(i) Non-derivative financial assets
Initial recognition and measurement
The Group classifies non-derivative financial assets into the following categories: held to maturity financial assets, loans and receivables
and available-for-sale financial assets. The Group determines the classification of its financial assets at initial recognition.

All non-derivative financial assets are recognised initially at fair value, plus, any directly attributable transaction costs.

The Group initially recognises loans and receivables and deposits on the date that they originated. All other financial assets are recognised
initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument.

The Groups non-derivative financial assets comprise investments in an unquoted infrastructure fund, debt securities held to maturity,
trade and other receivables, due from related parties and cash and cash equivalents.

Subsequent measurement
The subsequent measurement of non-derivative financial assets depends on their classification as follows:
 75 DP World Annual Report and Accounts 2013

4 SIGNIFICANT ACCOUNTING POLICIES CONTINUED

OVERVIEW
Held to maturity financial assets
If the Group has a positive intent and ability to hold debt securities to maturity, then these are classified as held-to-maturity. Subsequent to
initial recognition, held-to-maturity financial assets are measured at amortised cost using the effective interest method, less any
impairment losses. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are
an integral part of the effective interest rate. The effective interest rate amortisation is included in finance cost in the consolidated income
statement. Gains and losses are also recognised in the consolidated income statement when these financial assets are derecognised.

Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Subsequent to

REPORT
STRATEGIC
initial recognition, loans and receivables are measured at amortised cost using the effective interest rate method, less any impairment
losses. Loans and receivables comprise bank balances and cash, due from related parties and, trade and other receivables.

Bank balances and cash

Bank balances and cash in the consolidated statement of financial position comprise cash in hand, bank balances and deposits.

For the purpose of consolidated statement of cash flows, cash and cash equivalents consist of bank balances and cash as defined above

GOVERNANCE
CORPORATE
and cash classified as held for sale, net of bank overdrafts. Bank overdrafts form an integral part of the Groups cash management and is
included as a component of cash and cash equivalents for the purpose of the consolidated statement of cash flows.

Available-for-sale investments
Available-for-sale financial assets comprise equity securities. Available-for-sale financial assets are non-derivative financial assets that are
designated as available-for-sale or are not classified in any of the above categories of financial assets. Subsequent to initial recognition,
these are measured at fair value and changes therein, other than impairment losses and foreign currency differences on debt instruments
are recognised in the consolidated statement of other comprehensive income and presented in the other reserves in equity. When an

FINANCIAL STATEMENTS
CONSOLIDATED
investment is derecognised, the balance accumulated in equity is reclassified to the consolidated income statement.

De-recognition of non-derivative financial assets

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to
receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the
financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Group is recognised as a
separate asset or liability.

(ii) Non-derivative financial liabilities

Initial recognition and measurement
The Groups non-derivative financial liabilities consist of loans and borrowings, bank overdrafts, amounts due to related parties, and trade
and other payables. The Group determines the classification of its financial liabilities at initial recognition.

All non-derivative financial liabilities are recognised initially at fair value and in the case of other financial liabilities net of directly
attributable transaction costs.

The Group initially recognises debt securities issued and subordinated liabilities on the date they originated. All other financial liabilities are
recognised initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument.

Fees paid on the establishment of loan facilities are recognised as transaction costs to the extent there is evidence that it is probable that
some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of
the facility to which it relates.

Subsequent measurement
The subsequent measurement of non-derivative financial liabilities depends on their classification as follows:

Subsequent to initial recognition, these financial liabilities are measured at amortised cost using effective interest rate method. Amortised
cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective
interest rate. The effective interest rate amortisation is included in finance costs in the consolidated income statement.

A substantial modification of the terms of an existing financial liability or a part of it shall be accounted for as an extinguishment of the
original financial liability and the recognition of a new financial liability. Any gain or loss on extinguishment is recognised in the
consolidated income statement. If discounted present value of the cash flows (including any fees paid) under a new term arrangement is
at least 10% different from the discounted present value of the remaining cash flows of the original liability, this is accounted for as an
extinguishment of the old liability and the recognition of a new liability. Furthermore, qualitative assessment to assess extinguishment is
also performed. Some of the factors considered in performing a qualitative assessment include change in interest basis, extension of debt
tenure, change in collateral arrangements and change in currency of lending.

De-recognition of non-derivative financial liabilities

The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expired.

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 76 DP World Annual Report and Accounts 2013

Notes to Consolidated Financial Statements continued

4 SIGNIFICANT ACCOUNTING POLICIES CONTINUED

(iii) Derivative financial instruments
The Group holds derivative financial instruments such as forward currency contracts and interest rate swaps to hedge its foreign currency
and interest rate risk exposures. On initial designation of the derivatives as the hedging instrument, the Group formally documents the
relationship between the hedging instrument and hedged item, including the risk management objective and strategy in undertaking the
hedge transaction and hedged risk together with the methods that will be used to assess the effectiveness of the hedging relationship.
The Group makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, of whether the hedging
instruments are expected to be highly effective in offsetting the changes in the fair value or cash flows of the respective hedged items
attributable to the hedged risk and whether the actual results of each hedge are within the acceptable range.

Derivatives are recognised initially at fair value and attributable transaction costs are recognised in the consolidated income statement
when incurred. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value
isnegative.

Derivative instruments that are not designated as hedging instruments in hedge relationships are classified as financial liabilities or assets at
fair value through profit or loss.

Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted for as described below:

Cash flow hedges

When a derivative is designated as the hedging instrument in a hedge of the variability in cash flows attributable to a particular risk
associated with a recognised asset or liability or a highly probable forecast transaction or the foreign currency risk in an unrecognised firm
commitment that could affect the consolidated income statement, then such hedges are classified as cash flow hedges.

Changes in the fair value of the derivative hedging instrument designated as a cash flow hedge are recognised directly in consolidated
statement of other comprehensive income to the extent that the hedge is effective and presented in the hedging reserve in equity. Any
ineffective portion of changes in the fair value of the derivative is recognised immediately in the consolidated income statement.

When the hedged item is a non-financial asset, the amount recognised in the consolidated statement of other comprehensive income is
transferred to the carrying amount of the asset when it is recognised. In other cases, the amount recognised in consolidated statement of
other comprehensive income is transferred to the consolidated income statement in the same period that the hedged item affects the
consolidated income statement. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated
or exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously
recognised in consolidated statement of other comprehensive income remains there until the forecast transaction or firm commitment
occurs. If the forecast transaction or firm commitment is no longer expected to occur, then the balance in equity is reclassified to profit
orloss.

(iv) Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount presented in the consolidated statement of financial position when,
and only when, the Group has a legal right to offset the amounts and intends either to set off on a net basis, or to realise the assets and
settle the liability simultaneously.

(D) PROPERTY, PLANT AND EQUIPMENT

(i) Recognition and measurement
Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses (refer to note 4(I)).

Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of a self-constructed asset includes the
cost of materials and direct labour, any other costs directly attributable to bringing the asset to a working condition for its intended use
and the cost of dismantling and removing the items and restoring the site on which they are located.

Borrowing costs that are directly attributable to acquisition and construction of a qualifying asset are included in the cost of that asset.
Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.

When parts of an item of property, plant and equipment have different useful lives, they are depreciated as separate items (major
components) of property, plant and equipment.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with
the carrying amount of property, plant and equipment and recognised within "other income" in the consolidated income statement.

Capital work-in-progress
Capital work-in-progress is measured at cost less impairment losses and not depreciated until such time the assets are ready for intended
use and transferred to the respective category under property, plant and equipment.
 77 DP World Annual Report and Accounts 2013

4 SIGNIFICANT ACCOUNTING POLICIES CONTINUED

Dredging

OVERVIEW
Dredging expenditure is categorised into capital dredging and major maintenance dredging. Capital dredging is expenditure which
includes creation of a new harbour, deepening or extension of the channel berths or waterways in order to allow access to larger ships
which will result in future economic benefits for the Group. This expenditure is capitalised and amortised over the expected period of the
relevant concession agreement. The expenditure is also capitalised under port concession rights due to the application of IFRIC 12 "Service
Concession Arrangements".

Major maintenance dredging is expenditure incurred to restore the channel to its previous condition and depth. On an average, the Group
incurs such expenditure every ten years. At the completion of maintenance dredging, the channel has an average service potential of ten

REPORT
STRATEGIC
years. Any unamortised expense is written-off on the commencement of any new dredging activities. Maintenance dredging is regarded
as a separate component of the asset and is capitalised and amortised evenly over ten years.

(ii) Subsequent costs

The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable
that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The carrying
amounts of the replaced parts are derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in

GOVERNANCE
CORPORATE
the consolidated income statement as incurred.

(iii) Depreciation
Depreciation is recognised in the consolidated income statement on a straight-line basis over the estimated useful lives of each part of an
item of property, plant and equipment and is based on cost less residual value.

Dredging costs are depreciated on a straight line basis based on the lives of various components of dredging.

FINANCIAL STATEMENTS
CONSOLIDATED
Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will
obtain ownership by the end of the lease term. No depreciation is provided on freehold land.

The estimated useful lives of assets are as follows:

Useful life
Assets (years)

Buildings 550
Plant and equipment 325
Ships 1035
Dredging (included in land and buildings) 1099

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted prospectively, if required.

(E) GOODWILL
Goodwill arises on the acquisition of subsidiaries, associates and joint ventures. Goodwill represents the excess of the cost of the
acquisition over the Groups interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree. In an
acquisition, if the purchase price is lower than the fair value of the assets acquired, the resulting gain will be recognised immediately in the
statement of consolidated income statement.

Subsequent measurement
Goodwill is measured at cost less accumulated impairment losses (refer to note 4(I)).

In respect of equity-accounted investees, the carrying amount of goodwill is included in the carrying amount of the investment and is not
tested for impairment separately.

(F) PORT CONCESSION RIGHTS

The Group classifies the port concession rights as intangible assets as the Group bears demand risk over the infrastructure assets.
Substantially all of the Groups terminal operations are conducted pursuant to long-term operating concessions or leases entered into with
the owner of a relevant port for terms generally between 25 and 50 years (excluding the port concession rights relating to associates and
joint ventures). The Group commonly starts negotiations regarding renewal of concession agreements with approximately 510 years
remaining on the term and often obtains renewals or extensions on the concession agreements in advance of their expiration in return for
a commitment to make certain capital expenditures in respect of the subject terminal. In addition, such negotiations may result in the
re-basing of rental charges to reflect prevailing market rates. However, based on the Groups experience, incumbent operators are typically
granted renewal often because it can be costly for a port owner to switch operators, both administratively and due to interruptions to port
operations and reduced productivity associated with such transactions. Port concession rights consist of:

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 78 DP World Annual Report and Accounts 2013

Notes to Consolidated Financial Statements continued

4 SIGNIFICANT ACCOUNTING POLICIES CONTINUED

(i) Port concession rights arising on business combinations
The cost of port concession rights acquired in a business combination is the fair value as at the date of acquisition. Other port concession
rights acquired separately are measured on initial recognition at cost.

Following initial recognition, port concession rights are carried at cost less accumulated amortisation and any accumulated impairment
losses (refer to note 4(I)). Internally generated port concession rights, excluding capitalised development costs, are recognised in the
consolidated income statement as incurred. The useful lives of port concession rights are assessed to be either finite or indefinite.

Port concession rights with finite lives are amortised on a straight line basis over the useful economic life and assessed for impairment
whenever there is an indication that the port concession rights may be impaired. Port concession rights with indefinite lives (arising where
freehold rights are granted) are not amortised and are tested for impairment at least on an annual basis.

The amortisation period and amortisation method for port concession rights with finite useful lives are reviewed at least at each financial
year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the assets
are accounted for by changing the amortisation period or method, as appropriate, and treated as changes in accounting estimates. The
amortisation expenses on port concession rights with finite useful lives are recognised in the consolidated income statement on a straight
line basis.

Port concession rights with indefinite useful lives are tested for impairment annually either individually or at the cash-generating unit level.
Such port concession rights are not amortised. The useful life of port concession rights with an indefinite life is reviewed annually to
determine whether the indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from
indefinite to finite is made on a prospective basis.

(ii) Port concession rights arising from Service Concession Arrangements (IFRIC 12)
The Group recognises port concession rights arising from a service concession arrangement, in which the grantor controls or regulates the
services provided and the prices charged, and also controls any significant residual interest in the infrastructure such as property, plant and
equipment, if the infrastructure is existing infrastructure of the grantor or the infrastructure is constructed or purchased by the Group as
part of the service concession arrangement.

Port concession rights also include certain property, plant and equipment which are reclassified as intangible assets in accordance with
IFRIC 12 "Service Concession Arrangements". These assets are amortised based on the lower of their useful lives or concession period.

Gains or losses arising from de-recognition of port concession rights are measured as the difference between the net disposal proceeds
and the carrying amount of the asset and are recognised in the consolidated income statement when the asset is de-recognised.

The estimated useful lives for port concession rights range within a period of 550 years (including the concession rights relating to
associates and joint ventures).

(G) INVENTORIES
Inventories mainly consist of spare parts and consumables. Inventories are measured at the lower of cost and net realisable value. The cost
of inventories is based on weighted average method and includes expenditure incurred in acquiring inventories and bringing them to their
existing location and condition. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs
of completion and selling expenses.

(H) LEASES
The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at the inception date.
The arrangement is assessed for whether fulfilment of the arrangement is dependent on the use of a specific asset or assets or the
arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

(i) Group as a lessee

Assets held by the Group under leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are
classified as operating leases. Assets held under operating leases are not recognised in the Groups consolidated statement of financial
position. Payments made under operating leases are recognised in the consolidated income statement on a straight-line basis over the
term of the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease.

The Group leases certain property, plant and equipment. Leases of property, plant and equipment where the Group has substantially all
the risks and rewards of ownership are classified as finance lease. On initial recognition, the leased assets are measured at an amount
equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the leased
asset is accounted for in accordance with the accounting policy applicable to that asset. Minimum lease payments made under finance
leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to
each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Contingent payments are accounted for by revising the minimum lease payments over the remaining term of the lease when the lease
adjustment is confirmed.
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4 SIGNIFICANT ACCOUNTING POLICIES CONTINUED

(ii) Group as a lessor

OVERVIEW
Leases where the Group retains substantially all the risks and benefits of ownership of the asset are classified as operating leases. Initial
direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognised over the lease
term on the same basis as rental income. Contingent rents are recognised as income in the period in which they are earned.

(iii) Leasing and sub-leasing transactions

A series of leasing and sub-leasing transactions between the Group and third parties, which are closely interrelated, negotiated as a single
transaction, and which take place concurrently or in a continuous sequence are considered linked and accounted for as one transaction
when the overall economic effect cannot be understood without reference to the series of transactions as a whole.

REPORT
STRATEGIC
These leasing and sub-leasing transactions are designed to achieve certain benefits for the third parties in overseas locations in return for a
cash benefit to the Group. Such cash benefit is accounted in the consolidated income statement based on its economic substance. Under
these leasing and sub-leasing transactions, current and non-current liabilities have been decreased by the loan receivable and the
placement of deposits. Those liabilities, receivables and deposits (and income and charges arising therefrom) are netted off in the
consolidated financial statements, in order to reflect the overall commercial effect of the arrangement.

GOVERNANCE
CORPORATE
(iv) Leases of land in port concession
Leases of land have not been classified as finance leases as the Group believes that the substantial risks and rewards of ownership of the
land have not been transferred. The existence of a significant exposure of the lessor to performance of the asset through contingent
rentals was a basis of concluding that substantially all the risks and rewards of ownership have not passed.

(I) IMPAIRMENT
(i) Financial assets
(a) Loans and receivables and held to maturity investments

FINANCIAL STATEMENTS
CONSOLIDATED
The Group considers evidence of impairment for loans and receivables and held to maturity investment securities at both a specific asset
level and collective level. All individually significant receivables and held to maturity investment securities are assessed for specific
impairment.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount
and the present value of the estimated future cash flows discounted at the original effective interest rate. Impairment losses are recognised
in the consolidated income statement and reflected in an allowance account against loans and receivables or held to maturity investments.
When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through the
consolidated income statement.

(b) Available-for-sale financial assets

For available-for-sale financial investments, the Group assesses at each reporting date whether there is objective evidence that an
investment or a group of investments is impaired. A significant or prolonged decline in the fair value of an equity investment is considered
as an objective evidence of impairment. The Group considers that generally a decline of 20% will be considered as significant and a
decline of over nine months will be considered as prolonged.

Impairment losses on available-for-sale financial assets are recognised by reclassifying the losses accumulated in the other reserve in equity
to the consolidated income statement. The cumulative loss that is reclassified from equity to the consolidated income statement is the
difference between the acquisition cost, net of any principal repayment and amortisation, and the current fair value, less any impairment
loss recognised previously in the consolidated income statement. Any subsequent recovery in the fair value of an impaired available-for-
sale equity security is recognised in consolidated statement of other comprehensive income.

(ii) Non-financial assets

The carrying amounts of the Groups non-financial assets, other than inventories and deferred tax assets are reviewed for impairment
whenever there is an indication of impairment. If any such indication exists then the assets recoverable amount is estimated. The
recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset or cash-generating unit. A cash-generating unit is the smallest
identifiable asset group that generates cash flows that largely are independent from other assets and groups.

An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its estimated recoverable amount.
Impairment losses are recognised in the consolidated income statement. Impairment losses recognised in respect of cash-generating units
are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the
other assets in the unit (group of units) on a pro rata basis.

For goodwill and port concession rights that have indefinite lives or that are not yet available for use, recoverable amount is estimated
annually and when circumstances indicate that carrying value may be impaired. Goodwill acquired in business combination is allocated to
groups of cash-generating units that are expected to benefit from the synergies of the combination. An impairment loss in respect of
goodwill is not reversed.

www.dpworld.com/investors
 80 DP World Annual Report and Accounts 2013

Notes to Consolidated Financial Statements continued

4 SIGNIFICANT ACCOUNTING POLICIES CONTINUED

In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the
loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the
recoverable amount. An impairment loss is reversed only to the extent that the assets carrying amount does not exceed the carrying
amount, which would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

(J) ASSETS HELD FOR SALE

Assets (or disposal groups comprising assets and liabilities) which are expected to be recovered primarily through sale rather than through
continuing use are classified as held for sale. Immediately before classification as held for sale, the assets (or components of a disposal
group) are re-measured in accordance with the Groups accounting policies. Thereafter, generally the assets (or disposal group) are
measured at the lower of their carrying amount or fair value less costs to sell. Any impairment loss on a disposal group is first allocated to
goodwill, and then to remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets,
deferred tax assets and employee benefit assets which continue to be measured in accordance with the Groups accounting policies.
Impairment losses on initial classification as held for sale and subsequent gains or losses on re-measurement are recognised in the
consolidated income statement. Gains are not recognised in excess of any cumulative impairment loss.

Port concession rights and property, plant and equipment once classified as held for sale or distribution are not amortised or depreciated.
In addition, equity accounting of equity-accounted investees ceases once classified as held for sale.

(K) SHARE CAPITAL

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction
from equity. Any excess payment received over par value is treated as share premium.

(L) EMPLOYEE BENEFITS

(i) Pension and post-employment benefits
The Groups net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of
future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to
determine the present value, and the fair value of any plan assets is deducted. The calculation is performed annually by a qualified actuary
using the projected unit credit method. The discount rate is the yield at the reporting date on AA credit rated bonds that have maturity
dates approximating to the terms of the Groups obligations.

When the actuarial calculation results in a benefit to the Group, the recognised asset is limited to the present value of economic benefits
available in the form of any future refunds from the plan or reductions in future contributions to the plan. In order to calculate the present
value of economic benefits, consideration is given to any minimum funding requirements that apply to any plan in the Group. An
economic benefit is available to the Group if it is realisable during the life of the plan, or on settlement of the plan liabilities.

Where the present value of the deficit contributions exceeds the IAS 19 deficit an additional liability is recognised.

Re-measurements of the net defined benefit liability, which comprise of actuarial gains and losses, the return on plan assets (excluding
interest) and the effect of the asset ceiling (if any, excluding interest) are recognised directly in consolidated statement of other
comprehensive income. The cost of providing benefits under the defined benefit plans is determined separately for each plan using the
projected unit credit method, which attributes entitlement to benefits to the current period (to determine current service cost) and to the
current and prior periods (to determine the present value of defined benefit obligation) and is based on actuarial advice. The Group
determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to
measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset), taking into
account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net
interest expense and other expenses related to defined benefit plans are recognised in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain
or loss on curtailment is recognised immediately in profit or loss. The Group recognise gains and losses on the settlement of a defined
benefit plan when the settlement occurs.

Contributions, including lump sum payments, in respect of defined contribution pension schemes and multi-employer defined benefit
schemes where it is not possible to identify the Groups share of the scheme, are charged to the consolidated income statement as they
fall due.

(ii) Long-term service benefits

The Groups net obligation in respect of long-term service benefits, other than pension plans, is the amount of future benefit that
employees have earned in return for their service in the current and prior periods. The obligation is calculated using the projected unit
credit method and is discounted to its present value and the fair value of any related assets is deducted. The discount rate is the yield at
the reporting date on AA credit rated bonds that have maturity dates approximating to the terms of the Groups obligations.

(iii) Short-term service benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid
if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the
obligation can be estimated reliably.
 81 DP World Annual Report and Accounts 2013

4 SIGNIFICANT ACCOUNTING POLICIES CONTINUED

(M) PROVISIONS

OVERVIEW
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated
reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by
discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the
risks specific to the liability. The unwinding of the discount is recognised as a finance cost in the consolidated income statement.

Provision for an onerous contract is recognised when the expected benefits to be derived by the Group from a contract are lower than the
unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the
expected cost of terminating the contract and the expected net cost of continuing with the contract.

REPORT
STRATEGIC
(N) REVENUE
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably
measured, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or
receivable, taking into account contractually defined terms of payment and excluding taxes or duty.

Revenue mainly consists of containerised stevedoring and other containerised revenue. Non-containerised revenue mainly includes logistics

GOVERNANCE
CORPORATE
and handling of break bulk cargo. The following specific recognition criteria must also be met before revenue is recognised:

Rendering of services
Revenue from providing containerised stevedoring, other containerised services and non-containerised services is recognised on the
delivery and completion of those services.

Service concession arrangements (IFRIC 12)

Revenues relating to construction contracts which are entered into with local authorities for the construction of the infrastructure

FINANCIAL STATEMENTS
CONSOLIDATED
necessary for the provision of services are measured at the fair value of the consideration received or receivable.

(O) FINANCE INCOME AND EXPENSE

Finance income comprises interest income on funds invested and gains on hedging instruments that are recognised in the consolidated
income statement. Interest income is recognised as it accrues, using the effective interest method.

Finance costs comprises interest expense on borrowings, unwinding of the discount on provisions, impairment losses recognised on
financial assets and losses on hedging instruments that are recognised in the consolidated income statement.

Finance income and expense also include realised and unrealised exchange gains and losses on monetary assets and liabilities (refer to
note4(B)(i)).

(P) INCOME TAX

Income tax expense comprises current and deferred tax. Income tax expense is recognised in the consolidated income statement except to
the extent that it relates to a business combination, or items recognised directly in consolidated statement of other comprehensive income.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the
reporting date in the countries where the Group operates and generates taxable income. It also includes any adjustment to tax payable in
respect of previous years.

Current tax assets and liabilities are offset only if certain criteria are met.

Deferred tax is recognised using the liability method, providing for temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:
the temporary differences arising on the initial recognition of goodwill and the initial recognition of assets or liabilities in a transaction
that is not a business combination and that affects neither accounting nor taxable profit or loss; and
the temporary differences relating to investments in subsidiaries and jointly controlled entities to the extent that they probably will not
reverse in the foreseeable future.

The measurement of deferred tax reflects the tax consequences that would follow the manner in which the Group expects, at the end of
the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the
laws that have been enacted or substantively enacted by the reporting date.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable
that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and
are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Deferred tax assets and liabilities are offset only if certain criteria are met.

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 82 DP World Annual Report and Accounts 2013

Notes to Consolidated Financial Statements continued

4 SIGNIFICANT ACCOUNTING POLICIES CONTINUED

(Q) DISCONTINUED OPERATION
A discontinued operation is a component of the Groups business that represents a separate major line of business or geographical area of
operations that has been disposed or is held for sale. Classification as a discontinued operation occurs upon disposal or when the
operation meets the criteria to be classified as held for sale, if earlier. When an operation is classified as a discontinued operation, the
comparative consolidated income statement and consolidated statement of comprehensive income is restated as if the operation had been
discontinued from the start of the comparative period.

In the consolidated income statement of the reporting period, and of the comparable period of the previous year, income and expenses
from discontinued operations are reported separately from income and expenses from continuing operations, down to the level of profit
after taxes, even when the Group retains a non-controlling interest in the subsidiary after the sale. The resulting profit or loss (after taxes)
is reported separately in the consolidated income statement and disclosed in the notes to the consolidated financial statements.

(R) EARNINGS PER SHARE

The Group presents basic earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss
attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the year.

(S) SEGMENT REPORTING

An operating segment is a component of the Group that engages in business activities from which it may earn revenue and incur
expenses, including revenues and expenses that relate to transactions with any of the Groups other components. All operating segments
operating results are reviewed regularly by the Groups Board of Directors to assess performance.

Segment results that are reported to the Board of Directors include items directly attributable to a segment as well as those that can be
allocated on a reasonable basis. Unallocated items mainly comprise corporate assets (primarily Companys head office), head office
expenses and income tax assets and liabilities.

Segment capital expenditure is the total cost incurred during the year to acquire property, plant and equipment, and port concession
rights other than goodwill.

(T) SEPARATELY DISCLOSED ITEMS

The Group presents, as separately disclosed items on the face of the consolidated income statement, those items of income and expense
which, because of the nature and expected infrequency of the events giving rise to them, merit separate presentation to allow users to
understand better the elements of financial performance in the period, so as to facilitate a comparison with prior periods and a better
assessment of trends in financial performance.

(U) NEW STANDARD AND INTERPRETATION NOT YET EFFECTIVE

A number of new standards, amendments to standards and interpretations are not effective for annual periods beginning 1 January 2013,
and have not been applied in preparing these consolidated financial statements. Those which may be relevant to the Group are set out
below. The Group does not plan to adopt these standards early.

IFRS 9 Financial Instruments (2010), IFRS 9 Financial Instruments (2009)

IFRS 9 (2009) introduces new requirements for the classification and measurement of financial assets. Under IFRS 9 (2009), financial
assets are classified and measured based on the business model in which they are held and the characteristics of their contractual cash
flows. IFRS 9 (2010) introduces additional changes relating to financial liabilities. The IASB currently has an active project to make
limited amendments to the classification and measurement requirements of IFRS 9 and add new requirements to address the
impairment of financial assets and hedge accounting.

IFRS 9 (2010) and (2009) are effective for annual periods beginning on or after 1 January 2015, with early adoption permitted. The
adoption of these standards is not expected to have any significant impact on the Groups financial statements.

5 DETERMINATION OF FAIR VALUES

A number of the Groups accounting policies and disclosures require the determination of fair value, for both financial and non-financial
assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods.
When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset
or liability.

(I) PROPERTY, PLANT AND EQUIPMENT

The fair value of property, plant and equipment recognised as a result of a business combination is based on market values. The market value
of property is the estimated amount for which a property could be exchanged on the date of valuation between a willing buyer and a willing
seller in an arms length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without
compulsion. The market value of items of plant, equipment, fixtures and fittings is based on the quoted market prices for similar items.

(II) PORT CONCESSION RIGHTS

Port concession rights acquired in a business combination are accounted at their fair values. The fair value is based on the discounted cash
flows expected to be derived from the use and eventual sale of the assets.
 83 DP World Annual Report and Accounts 2013

5 DETERMINATION OF FAIR VALUES CONTINUED

(III) INVESTMENTS IN DEBT SECURITIES AND AVAILABLE-FOR-SALE FINANCIAL ASSETS

OVERVIEW
The fair values of equity and debt securities are determined by reference to their quoted closing bid price at the reporting date. The fair
value of the unquoted infrastructure investment fund classified as available-for-sale is based on the independent valuation of the fund. The
fair value of debt securities held to maturity is determined based on the discounted cash flows at a market related discount rate. The fair
value of debt securities held to maturity is determined for disclosure purposes only.

(IV) TRADE AND OTHER RECEIVABLES/PAYABLES

The fair value of trade and other receivables and trade and other payables approximates to the carrying values due to the short-term
maturity of these instruments.

REPORT
STRATEGIC
(V) DERIVATIVES
The fair value of forward exchange contracts and interest rate swaps is based on the bank quotes at the reporting dates. Similar contracts
are traded in an active market and the quotes reflect the actual transactions in similar instruments.

(VI) NON-DERIVATIVE FINANCIAL LIABILITIES

Fair value for quoted bonds is based on their market price as at the reporting date. Other loans include term loans and finance leases.

GOVERNANCE
CORPORATE
These are largely at variable interest rates and therefore, the carrying value normally equates to the fair value.

The fair value of bank balances and cash and bank overdrafts approximates to the carrying value due to the short-term maturity of
theseinstruments.

6 FINANCIAL RISK MANAGEMENT

OVERVIEW
The Group has exposure to the following risks from its use of financial instruments:

FINANCIAL STATEMENTS
CONSOLIDATED
(a) credit risk
(b) liquidity risk
(c) market risk

This note presents information about the Groups exposure to each of the above risks, the Groups objectives, policies and processes for
measuring and managing risk. Further quantitative disclosures are included throughout these consolidated financial statements. Also refer
to note 30 for further details.

RISK MANAGEMENT FRAMEWORK

The Board of Directors have overall responsibility for the establishment and oversight of the Groups risk management framework.

The Groups risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits
and controls, and to monitor risks and adherence to limits. The Group, through its training and management standards and procedures,
aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Group Audit Committee oversees how management monitors compliance with the Groups risk management policies and procedures
and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Group Audit Committee is
assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad-hoc reviews of risk management controls and
procedures, the results of which are reported to the Audit Committee.

(a) Credit risk

Credit risk is the risk of financial loss to the Group if a customer fails to meet its contractual obligations, and arises principally from the
Groups receivables from customers, amounts due from related parties and investment securities.

Trade and other receivables

The Group trades mainly with recognised and creditworthy third parties. It is the Groups policy that all customers who wish to trade on credit
terms are subject to credit verification procedures and are required to submit financial guarantees based on their creditworthiness. In addition,
receivable balances are monitored on an ongoing basis with the result that the Groups exposure to bad debts is not significant.

The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables.
The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss
component established for groups of similar assets in respect of losses that have been incurred but not yet identified. The collective loss
allowance is determined based on historical data of payment statistics for similar financial assets.

Other financial assets

Credit risk arising from other financial assets of the Group comprises cash and cash equivalents and certain derivative instruments.
TheGroups exposure to credit risk arises from default of the counterparty, with a maximum exposure equal to the carrying amount
ofthese instruments.

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 84 DP World Annual Report and Accounts 2013

Notes to Consolidated Financial Statements continued

6 FINANCIAL RISK MANAGEMENT CONTINUED

The Group manages its credit risks with regard to bank deposits, throughout the Group, through a number of controls, which include
assessing the credit rating of the bank either from public credit ratings, or internal analysis where public data is not available and
consideration of the support for financial institutions from their central banks or other regulatory authorities.

Financial guarantees
The Groups policy is to consider the provision of a financial guarantee to wholly-owned subsidiaries, where there is a commercial rationale
to do so. Guarantees may also be provided to associates and joint ventures in very limited circumstances and always only for the Groups
share of the obligation. The provision of guarantees always requires the approval of senior management.

(b) Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Groups approach to managing
liquidity is to ensure, as far as possible, that it will always have sufficient cash to meet its liabilities when due, under both normal and
stressed conditions, without incurring unacceptable losses or risking damage to the Groups reputation.

The Groups objective is to maintain a balance between continuity of funding and flexibility through the use of bank facilities and by
ensuring adequate internally generated funds. The Groups terms of business require amounts to be paid within 60 days of the date of
provision of the service. Trade payables are normally settled within 45 days of the date of purchase.

(c) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Groups income or the
value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures
within acceptable parameters, while optimising the return.

The Group buys and sells derivatives and also incurs financial liabilities, in order to manage market risks. All such transactions are carried
out within the guidelines set by the Board of Directors in the Group Treasury policy. Generally, the Group seeks to apply hedge accounting
in order to manage the volatility in the consolidated income statement.

(i) Currency risk

The proportion of the Groups net operating assets denominated in foreign currencies (i.e. other than the functional currency of the
Company, UAE Dirhams) is approximately 69% (2012: 73%) with the result that the Groups USD consolidated statement of financial
position, and in particular shareholders equity, can be affected by currency movements when it is retranslated at each year-end rate. The
Group partially mitigates the effect of such movements by borrowing in the same currencies as those in which the assets are denominated
and using cross currency swaps. The impact of currency movements on operating profit is partially mitigated by interest costs being
incurred in foreign currencies. The Group operates in some locations where the local currency is fixed to the Groups presentation currency
of USD further reducing the risk of currency movements.

Interest on borrowings is denominated in the currency of the borrowings. Generally, borrowings are denominated in currencies that match
the cash flows generated by the underlying foreign operations of the Group. This provides an economic hedge without derivatives being
entered into and therefore hedge accounting is not applied in these circumstances.

A portion of the Groups activities generate part of their revenue and incur some costs outside their main functional currency. Due to the
diverse number of locations in which the Group operates there is some natural hedging that occurs within the Group. When it is
considered that currency volatility could have a material impact on the results of an operation, hedging using forward foreign currency
contracts is undertaken to reduce the short-term effect of currency movements.

When the Groups businesses enter into capital expenditure or lease commitments in currencies other than their main functional currency,
these commitments are hedged in most instances using forward contracts and currency swaps in order to fix the cost when converted to
the functional currency. The Group classifies its forward exchange contracts hedging forecast transactions as cash flow hedges and states
them at fair value.

(ii) Interest rate risk

The Groups exposure to the risk of changes in market interest rates relates primarily to the Groups long-term debt obligations with a
fixed/floating interest rate and bank deposits. The Group issued two fixed rate bonds, a ten year Sukuk with a profit rate of 6.25% and a
30 year Medium Term Note with a coupon of 6.85% which collectively represents USD 3,231,337 thousand of the Groups outstanding
debt as at the reporting date.

The Groups policy is to manage its interest cost by entering into interest rate swap agreements, in which the Group agrees to exchange,
at specified intervals, the difference between fixed and variable rate interest amounts calculated by reference to an agreed-upon notional
principal amount. These swaps are designated to hedge underlying debt obligations.

At 31 December 2013, after taking into account the effect of interest rate swaps, approximately 90% (2012: 89%) of the Groups
borrowings are at a fixed rate of interest.
 85 DP World Annual Report and Accounts 2013

6 FINANCIAL RISK MANAGEMENT CONTINUED

CAPITAL MANAGEMENT

OVERVIEW
The Boards policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future
development of the business. Capital consists of share capital, share premium, shareholders reserve, retained earnings, hedging and other
reserves, actuarial reserve and translation reserve. The primary objective of the Groups capital management is to ensure that it maintains a
strong credit rating and healthy capital ratios in order to support its business and maximise shareholder value. The Board seeks to maintain
a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by
a sound capital position.

Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements.

REPORT
STRATEGIC
The key performance ratios as at 31 December are as follows:
2013 2012
USD000 USD000

Total interest bearing loans and borrowings (refer to note 27) 5,035,017 4,752,456
Less: cash and cash equivalents (refer to note 19) (2,571,063) (1,881,733)

GOVERNANCE
CORPORATE
Total net debt 2,463,954 2,870,723
Total Equity 9,021,541 8,780,407
Adjusted EBITDA (restated) (refer to note 7) 1,414,241 1,404,412
Net finance cost before separately disclosed items 284,946 296,018
Net debt/Equity 0.27 0.33
Net debt/adjusted EBITDA 1.74 2.04

FINANCIAL STATEMENTS
CONSOLIDATED
Interest cover before separately disclosed items 5.0 4.7

7 SEGMENT INFORMATION
The internal management reports which are prepared under IFRS are reviewed by the Board of Directors ("Chief Operating Decision
Maker") based on the location of the Groups assets and liabilities. The Group has identified the following geographic areas as its basis of
segmentation. The Group measures segment performance based on the earnings before separately disclosed items, interest, tax,
depreciation and amortisation (Adjusted EBITDA).

Asia Pacific and Indian subcontinent

Australia and Americas
Middle East, Europe and Africa

Each of these operating segments have an individual appointed as Segment Director responsible for these segments, who in turn reports
to the Chief Operating Decision Maker.

In addition to the above reportable segments, the Group also reports unallocated head office costs, finance costs, finance income and tax
expense under the head office segment.

Information regarding the results of each reportable segment is included below.

The following table presents certain results, assets and liabilities information regarding the Groups segments as at the reporting date.
Asia Pacific and Indian Middle East,
subcontinent Australia and Americas EuropeandAfrica Head office* Inter-segment Total

2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012
USD000 USD000 USD000 USD000 USD000 USD000 USD000 USD000 USD000 USD000 USD000 USD000
(Restated) (Restated) (Restated) (Restated) (Restated) (Restated)

(Including separately disclosed items)

Revenue 355,217 456,578 594,183 552,751 2,123,848 2,111,688 3,073,248 3,121,017
Segment results from
operations** 267,980 217,755 125,061 109,330 782,004 955,186 (168,311) (159,381) 1,006,734 1,122,890
Finance income 84,493 75,211 84,493 75,211
Finance costs (369,439) (381,602) (369,439) (381,602)
Profit/(loss) for the
year 267,980 217,755 125,061 109,330 782,004 955,186 (453,257) (465,772) 721,788 816,499
* Net finance cost, tax expenses and tax liabilities from various geographical locations and head office, have been grouped under head office.
** Segment results from operations comprise profit for the year before net finance cost.

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 86 DP World Annual Report and Accounts 2013

Notes to Consolidated Financial Statements continued

7 SEGMENT INFORMATION CONTINUED

Asia Pacific and Indian Middle East,
subcontinent Australia and Americas EuropeandAfrica Head office* Inter-segment Total

2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012
USD000 USD000 USD000 USD000 USD000 USD000 USD000 USD000 USD000 USD000 USD000 USD000
(Restated) (Restated) (Restated) (Restated) (Restated) (Restated)

Segment assets 3,827,246 4,993,196 1,737,515 1,804,715 9,654,817 9,448,179 9,371,725 8,765,591 (7,830,789) (8,674,482) 16,760,514 16,337,199
Segment liabilities 237,295 427,202 89,632 140,115 1,586,005 1,538,016 5,605,650 6,128,409 (925,542) (1,831,438) 6,593,040 6,402,304
Tax liabilities 1,145,933 1,154,488 1,145,933 1,154,488
Total liabilities 237,295 427,202 89,632 140,115 1,586,005 1,538,016 6,751,583 7,282,897 (925,542) (1,831,438) 7,738,973 7,556,792
Capital expenditure 21,496 7,894 72,986 98,650 965,720 575,034 3,220 3,373 1,063,422 684,951
Depreciation 27,478 32,848 62,900 64,458 181,481 187,636 4,988 5,069 276,847 290,011
Amortisation/
impairment 75,365 57,781 11,995 48,675 130,445 64,065 217,805 170,521
Share of profit of
equity-accounted
investees before
separately
disclosed items 90,107 110,853 (14,105) (973) 8,364 24,017 84,366 133,897
Tax expense 64,458 72,954 64,458 72,954
* Net finance cost, tax expenses and tax liabilities from various geographical locations and head office, have been grouped under head office.

Earnings before separately disclosed items, interest, tax, depreciation and amortisation (Adjusted EBITDA).
Asia Pacific and Indian Middle East,
subcontinent Australia and Americas EuropeandAfrica Head office* Inter-segment Total

2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012
USD000 USD000 USD000 USD000 USD000 USD000 USD000 USD000 USD000 USD000 USD000 USD000
(Restated) (Restated) (Restated) (Restated) (Restated) (Restated)

Revenue before
separately disclosed
items 355,217 456,578 594,183 552,751 2,123,848 2,111,688 3,073,248 3,121,017
Adjusted EBITDA 219,700 299,391 195,235 165,845 1,095,171 1,020,534 (95,865) (81,358) 1,414,241 1,404,412
Finance income 84,493 75,211 84,493 75,211
Finance costs (369,439) (371,229) (369,439) (371,229)
Tax expense (59,558) (72,954) (59,558) (72,954)
Depreciation and
amortisation (78,843) (90,629) (74,895) (77,333) (236,773) (237,601) (4,988) (5,069) (395,499) (410,632)
Adjusted net profit/
(loss) for the year
before separately
disclosed items 140,857 208,762 120,340 88,512 858,398 782,933 (445,357) (455,399) 674,238 624,808
Adjusted for
separately disclosed
items 127,123 8,993 4,721 20,818 (76,394) 172,253 (7,900) (10,373) 47,550 191,691
Profit/(loss) for the
year 267,980 217,755 125,061 109,330 782,004 955,186 (453,257) (465,772) 721,788 816,499

* Net finance cost, tax expenses and tax liabilities from various geographical locations and head office, have been grouped under head office.

8 REVENUE
2013 2012
USD000 USD000

Revenue consists of:

Containerised stevedoring revenue 1,396,510 1,366,200
Containerised other revenue 1,026,792 1,044,967
Non-containerised revenue 649,946 709,850
3,073,248 3,121,017

The Group does not have any customer which contributes more than ten per cent of the Groups total revenue.
 87 DP World Annual Report and Accounts 2013

9 PROFIT FOR THE YEAR (INCLUDING SEPARATELY DISCLOSED ITEMS)

2013 2012

OVERVIEW
USD000 USD000

Profit for the year is stated after charging the following costs:
Staff costs 610,768 646,846
Depreciation and amortisation 395,499 410,632
Operating lease rentals 352,513 384,521
Impairment 99,153 49,900

REPORT
STRATEGIC
10 FINANCE INCOME AND COSTS (INCLUDING SEPARATELY DISCLOSED ITEMS)
2013 2012
USD000 USD000
(Restated)

Finance income
Interest income 54,140 67,295
Exchange gains 30,353 6,688
Other net financing income in respect of pension plans 1,228

GOVERNANCE
CORPORATE
84,493 75,211
Finance costs
Interest expense (320,957) (350,222)
Exchange losses (40,279) (13,067)
Other net financing expense in respect of pension plans (8,203) (7,940)
Finance costs before separately disclosed items (369,439) (371,229)

FINANCIAL STATEMENTS
CONSOLIDATED
Adjusted for separately disclosed items (refer to note 12) (10,373)
Finance costs after separately disclosed items (369,439) (381,602)
Net finance costs after separately disclosed items (284,946) (306,391)

11 INCOME TAX
The major components of income tax expense for the year ended 31 December:
2013 2012
USD000 USD000
(Restated)

Current income tax expense

Current year 105,500 108,912
Adjustment for prior periods (7,487) (20,738)
98,013 88,174
Deferred tax credits (33,555) (15,220)
64,458 72,954
Income tax expense 59,558 72,954
Tax on separately disclosed items 4,900
Total tax expenses 64,458 72,954
Share of income tax of equity-accounted investees 18,577 38,189
Total tax charge 83,035 111,143
Current income tax receivable (included within accounts receivable and pre-payments) 17,806 6,319
Current income tax liabilities 210,347 186,586

Current tax liabilities have been offset if certain criteria are met. Comparatives have been reclassified accordingly.

All tax items included within separately disclosed items are detailed in note 12.

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 88 DP World Annual Report and Accounts 2013

Notes to Consolidated Financial Statements continued

11 INCOME TAX CONTINUED

The Group is not subject to income tax on its UAE operations. The tax expense relates to the tax payable on the profit earned by the
overseas subsidiaries, associates and joint ventures as adjusted in accordance with the taxation laws and regulations of the countries in
which they operate. The applicable tax rates in the regions in which the Group operates are set out below:
Geographical segments Applicable corporate tax rate

Asia Pacific and Indian subcontinent 16.5% to 34.0%

Australia and Americas 26.0% to 36.0%
Middle East, Europe and Africa 0% to 34.0%

The relationship between the tax expense and the accounting profit can be explained as follows:
2013 2012
USD000 USD000
(Restated)

Net profit before tax 786,246 889,453

Tax at the Groups domestic tax rate
Higher income tax on foreign earnings 103,866 182,888
Permanent differences including non-taxable
income and non-deductible expenses (47,101) (86,530)
Tax charge on equity-accounted investees 18,577 38,189
Current year losses not recognised for deferred tax asset 39,828 31,785
Brought forward losses utilised (3,295) (32,691)
Deferred tax in respect of fair value adjustments (46,818) (43,036)
Others 20,979 11,933
Tax expense before prior year adjustments 86,036 102,538
Tax (over)/under provided in prior periods:
current tax (7,487) (20,738)
deferred tax (414) 29,343
Total tax expense from operations 78,135 111,143
Adjustment for separately disclosed items 4,900
Total tax expenses (A) 83,035 111,143
Net profit before tax 786,246 889,453
Adjustment for separately disclosed items (52,450) (191,691)
Adjustment to share of income tax of equity-accounted investees 18,577 38,189
Adjusted profit before tax and before separately disclosed items (B) 752,373 735,951
Effective tax rate before separately disclosed items (A/B) 11.04% 15.10%

UNRECOGNISED DEFERRED TAX ASSETS

Deferred tax is not recognised on trading losses of USD 617,982 thousand (2012: USD 486,771 thousand) where utilisation is uncertain,
either because they have not been agreed with tax authorities, or because the likelihood of future taxable profits is not sufficiently certain,
or because of the impact of tax holidays on infrastructure projects. Under current legislation, USD 418,901 thousand (2012: USD 331,196
thousand) of these trading losses can be carried forward indefinitely.

Deferred tax is also not recognised on capital and other losses of USD 338,378 thousand (2012: USD 288,722 thousand) due to the fact
that their utilisation is uncertain.
 89 DP World Annual Report and Accounts 2013

11 INCOME TAX CONTINUED

OVERVIEW
Movement in temporary differences during the year:
Recognised in
1 January consolidated Translation
2013 income and other 31 December
(Restated) statement movements 2013
USD000 USD000 USD000 USD000

Deferred tax liabilities

Property, plant and equipment 148,353 (9,385) (13,242) 125,726
Investment in equity-accounted investees 32,959 2,843 2,944 38,746

REPORT
STRATEGIC
Fair value adjustment on acquisitions 460,186 (44,329) (14,153) 401,704
Others 429,433 4,357 (2,182) 431,608
Total before set off 1,070,931 (46,514) (26,633) 997,784
Set off of tax (103,029) (62,198)
Net deferred tax liabilities 967,902 935,586
Deferred tax assets
Property, plant and equipment 3,738 679 144 4,561

GOVERNANCE
CORPORATE
Pension and post-employment benefits 10,103 (908) (2,764) 6,431
Financial instruments 24,696 198 (19,980) 4,914
Provisions 5,282 536 (1,741) 4,077
Tax value of losses carried forward recognised 48,483 (12,925) (3,389) 32,169
Others 13,451 (539) 1,527 14,439
Total before set off 105,753 (12,959) (26,203) 66,591
Set off of tax (103,029) (62,198)

FINANCIAL STATEMENTS
CONSOLIDATED
Net deferred tax assets 2,724 4,393

Deferred tax liabilities have been offset if certain criteria are met. Comparatives have been reclassified accordingly.

12 SEPARATELY DISCLOSED ITEMS

2013 2012
USD000 USD000

Restructuring costs (2,280) (5,950)

Impairment of assets (99,153) (49,900)
Share of (loss)/profit of equity-accounted investees (4,305) 20,710
Profit on sale and termination of businesses 158,188 237,204
Ineffective interest rate swaps and currency options (10,373)
Income tax expense (4,900)
47,550 191,691

Restructuring costs relates to the restructuring of subsidiaries in the "Middle East, Europe and Africa" region and in the "Asia Pacific and
Indian subcontinent" region. (2012: relates to the restructuring costs of a subsidiary in the "Middle East, Europe and Africa" region and in
the "Australia and Americas" region).

Impairment of assets relates to the impairment of assets of USD 75,153 thousand in the "Middle East, Europe and Africa" region and
USD 24,000 thousand in the "Asia Pacific and Indian subcontinent" region. The impairments are in the following asset categories:
Property, plant and equipment USD 43,816 thousand (2012: USD 49,900), Goodwill USD 3,268 thousand (2012: Nil), Port concession
rights USD 23,871 thousand (2012: Nil), Investment in equity-accounted investees USD 24,000 thousand (2012: Nil) and other assets USD
4,198 thousand (2012: Nil). These impairments were mainly due to significant adverse effects in the market and economic conditions
which were outside the control of the Group. (2012: Impairment of property, plant and equipment of USD 14,100 thousand in the
"Middle East, Europe and Africa" region and USD 35,800 thousand in the "Australia and Americas" region).

Share of (loss)/profit of equity-accounted investees: USD 1,241 thousand relates to the share of ineffective hedge in an associate in
the "Middle East, Europe and Africa" region and USD 3,064 thousand relates to the share of restructuring costs in the "Australia and
Americas" region. (2012: includes USD 11,717 thousand share of equity earnings of a joint venture upon sale of an entity within this group
in the "Australia and Americas" region and USD 8,993 thousand share of profit on transfer of certain assets by an associate in the "Asia
Pacific and Indian subcontinent" region).

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 90 DP World Annual Report and Accounts 2013

Notes to Consolidated Financial Statements continued

12 SEPARATELY DISCLOSED ITEMS CONTINUED

PROFIT ON SALE AND TERMINATION OF BUSINESSES FOR 2013 REPRESENTS:
USD 152,224 thousand profit on monetisation of investments in the "Asia Pacific and Indian subcontinent" region.
USD 5,964 thousand profit on monetisation of investments in an equity-accounted investee in the "Australia and Americas" region.

PROFIT ON SALE AND TERMINATION OF BUSINESSES FOR 2012 REPRESENTS:

USD 193,533 thousand profit on monetisation of investments in equity-accounted investees in the "Middle East, Europe and
Africa"region.
USD 53,288 thousand profit on monetisation of investments in an equity-accounted investee in the "Australia and Americas" region,
offset by a tax charge of USD 7,937 thousand.
USD 6,312 thousand loss on termination of a concession in the "Middle East, Europe and Africa" region.
USD 4,632 thousand profit on monetisation of a subsidiary in the "Middle East, Europe and Africa" region.

Ineffective interest rate swaps and currency options: 2013: Nil (2012: USD 10,373 thousand relates to the loss on ineffective interest rate
swaps in the "Asia Pacific and Indian subcontinent" region).

Income tax expense relates to the restructuring of subsidiaries in the "Asia Pacific and Indian subcontinent" region (2012: Nil).

13 PROPERTY, PLANT AND EQUIPMENT

Land and Plant and Capital work-
buildings equipment Ships in-progress Total
USD000 USD000 USD000 USD000 USD000

Cost
As at 1 January 2013 3,073,584 2,462,280 240,361 1,316,806 7,093,031
Additions during the year 5,227 52,225 26,340 941,738 1,025,530
Transfers from capital work-in-progress 353,024 511,749 (864,773)
Translation adjustment (63,202) 10,088 (13,999) 20,850 (46,263)
Disposals (1,264) (40,088) (7,900) (49,252)
Disposal of subsidiaries (59,230) (67,300) (8,982) (135,512)
As at 31 December 2013 3,308,139 2,928,954 244,802 1,405,639 7,887,534
Depreciation and impairment
As at 1 January 2013 614,767 961,150 103,852 1,679,769
Charge for the year 103,978 152,247 20,622 276,847
Impairment losses (refer to note 12) 7,197 36,525 94 43,816
Translation adjustment 7,038 (37,175) (10,700) (40,837)
On disposals (711) (37,289) (7,900) (45,900)
On disposal of subsidiaries (38,040) (57,906) (95,946)
As at 31 December 2013 694,229 1,017,552 105,874 94 1,817,749
Net book value
As at 31 December 2013 2,613,910 1,911,402 138,928 1,405,545 6,069,785

In the prior years, the Group had entered into agreements with third parties pursuant to which the Group participated in a series of linked
transactions including leasing and sub-leasing of certain cranes of the Group (the Crane French Lease Arrangements). At 31 December
2013, cranes with aggregate net book value amounting to USD 272,972 thousand (2012: USD 288,710 thousand) were covered by these
Crane French Lease Arrangements. These cranes are accounted for as property, plant and equipment as the Group retains all the risks and
rewards incidental to the ownership of the underlying assets.

At 31 December 2013, property, plant and equipment with a carrying amount of USD 2,451,173 thousand (2012: USD 2,391,298
thousand) are pledged to secure bank loans (refer to note 27). At 31 December 2013, the net carrying value of the leased plant and
equipment and other assets were USD 50,065 thousand (2012: USD 48,796 thousand).

Borrowing costs capitalised to property, plant and equipment amounted to USD 36,691 thousand (2012: USD 44,900 thousand) with a
capitalisation rate in the range of 4.68% to 5.13%per annum (2012: 4.68% to 5.13% per annum).
 91 DP World Annual Report and Accounts 2013

13 PROPERTY, PLANT AND EQUIPMENT CONTINUED

OVERVIEW
Land and Plant and Capital work-
buildings equipment Ships in-progress Total
USD000 USD000 USD000 USD000 USD000

Cost
As at 1 January 2012 3,069,584 2,486,928 216,479 791,760 6,564,751
Additions during the year 7,530 39,771 48,582 546,051 641,934
Transfers from capital work-in-progress 27,347 51,097 (78,444)
Translation adjustment (2,815) (2,667) (9,000) 59,650 45,168

REPORT
STRATEGIC
Disposals (3,662) (68,093) (15,700) (2,211) (89,666)
Disposal of subsidiaries (24,400) (44,756) (69,156)
As at 31 December 2012 3,073,584 2,462,280 240,361 1,316,806 7,093,031
Depreciation and impairment
As at 1 January 2012 482,535 883,323 74,773 1,440,631
Charge for the year 137,944 138,964 13,103 290,011
Impairment losses (refer to note 12) 4,900 19,000 26,000 49,900

GOVERNANCE
CORPORATE
Translation adjustment 1,640 4,424 276 6,340
On disposals (2,752) (57,661) (10,300) (70,713)
On disposal of subsidiaries (9,500) (26,900) (36,400)
As at 31 December 2012 614,767 961,150 103,852 1,679,769
Net book value
As at 31 December 2012 2,458,817 1,501,130 136,509 1,316,806 5,413,262

FINANCIAL STATEMENTS
CONSOLIDATED
14 GOODWILL AND PORT CONCESSION RIGHTS
Port Total
concession Intangible
Goodwill rights Assets
USD000 USD000 USD000

Cost
As at 1 January 2013 1,588,918 3,934,648 5,523,566
Additions 37,892 37,892
Disposals (790) (790)
Disposal of subsidiaries (34,880) (27,981) (62,861)
Impairment losses (refer to note 12) (3,268) (3,268)
Translation adjustment (18,532) (144,116) (162,648)
As at 31 December 2013 1,532,238 3,799,653 5,331,891
Amortisation and impairment
As at 1 January 2013 819,564 819,564
Charge for the year 118,652 118,652
Impairment loss (refer note 12) 23,871 23,871
On disposals (610) (610)
On disposal of subsidiaries (5,462) (5,462)
Translation adjustment (60,843) (60,843)
As at 31 December 2013 895,172 895,172
Net book value
As at 31 December 2013 1,532,238 2,904,481 4,436,719

Port concession rights include concession agreements which are mainly accounted for as part of business combinations and acquisitions.
These concessions were determined to have finite and indefinite useful lives based on the terms of the respective concession agreements
and the income approach model was used for the purpose of determining their fair values.

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 92 DP World Annual Report and Accounts 2013

Notes to Consolidated Financial Statements continued

14 GOODWILL AND PORT CONCESSION RIGHTS CONTINUED

At 31 December 2013, port concession rights with a carrying amount of USD 357,785 thousand (2012: USD 502,896 thousand) are
pledged to secure bank loans (refer to note 27).
Port Total
concession Intangible
Goodwill rights Assets
USD000 USD000 USD000

Cost
As at 1 January 2012 1,607,655 3,941,977 5,549,632
Additions 43,017 43,017
Re-classification (37,991) (37,991)
Disposals (58,237) (1,613) (59,850)
Translation adjustment 39,500 (10,742) 28,758
As at 31 December 2012 1,588,918 3,934,648 5,523,566
Amortisation
As at 1 January 2012 718,019 718,019
Charge for the year 120,621 120,621
On disposals (1,332) (1,332)
Translation adjustment (17,744) (17,744)
As at 31 December 2012 819,564 819,564
Net book value
As at 31 December 2012 1,588,918 3,115,084 4,704,002

15 IMPAIRMENT TESTING
Goodwill acquired through business combinations and port concession rights with indefinite useful lives have been allocated to various
cash-generating units (CGU), which are reportable business units, for the purposes of impairment testing.

Impairment testing is done at operating port (or group of ports) level that represents an individual CGU. Details of the CGUs by operating
segment are shown below:
Carrying amount of
portconcessionrights with
Carrying amount of goodwill indefiniteuseful life Discount rates Perpetuity growth rate

2013 2012 2013 2012

USD000 USD000 USD000 USD000 % %

Cash-generating units aggregated

by operating segment
Asia Pacific and Indian subcontinent 169,905 224,868 7.0013.50 2.50
Australia and Americas 252,245 271,309 6.0012.50 2.50
Middle East, Europe and Africa 1,110,088 1,092,741 1,043,125 1,030,134 6.0016.50 2.502.60
Total 1,532,238 1,588,918 1,043,125 1,030,134

The recoverable amount of the CGU has been determined based on their value in use calculated using cash flow projections based on the
financial budgets approved by management covering a three-year period and a further outlook for five years, which is considered
appropriate in view of the outlook for the industry and the long-term nature of the concession agreements held i.e. generally for a period
of 2550 years.

KEY ASSUMPTIONS USED IN VALUE IN USE CALCULATIONS

The following describes each key assumption on which management has based its cash flow projections to undertake impairment testing
of goodwill and port concession rights with indefinite useful lives.

Budgeted margins The basis used to determine the value assigned to the budgeted margin is the average gross margin achieved in the
year immediately before the budgeted year, adjusted for expected efficiency improvements, price fluctuations and manpower costs.

Discount rates These represent the cost of capital adjusted for the respective location risk factors. The Group uses the post-tax industry
average Weighted Average Cost of Capital which reflects the country specific risk adjusted discount rate.

Cost inflation The forecast general price index is used to determine the cost inflation during the budget year for the relevant countries
where the Group is operating.
 93 DP World Annual Report and Accounts 2013

15 IMPAIRMENT TESTING CONTINUED

Perpetuity growth rate In managements view, the perpetuity growth rate is the minimum growth rate expected to be achieved beyond

OVERVIEW
the eight-year period. This is based on the overall regional economic growth forecasted and the Groups existing internal capacity changes
for a given region. The Group also takes into account competition and regional capacity growth to provide a comprehensive growth
assumption for the entire portfolio.

The values assigned to key assumptions are consistent with the past experience of management.

SENSITIVITY TO CHANGES IN ASSUMPTIONS

REPORT
STRATEGIC
The calculation of value in use for the CGU is sensitive to future earnings and therefore a sensitivity analysis was performed. The analysis
demonstrated that a 10% decrease in earnings for a future period of three years from the reporting date would not result in impairment.

16 INVESTMENT IN EQUITY-ACCOUNTED INVESTEES

The following table summarises the segment wise financial information for equity-accounted investees, adjusted for fair value adjustments
at acquisition and reconciled to the carrying amount of the Groups interest in equity-accounted investees as included in the Consolidated
Statement of Financial Position:
Asia Pacific and Indian

GOVERNANCE
CORPORATE
subcontinent Australia and Americas Middle East, Europe and Africa Total

2013 2012 2013 2012 2013 2012 2013 2012

USD000 USD000 USD000 USD000 USD000 USD000 USD000 USD000

Cash and cash equivalents 350,997 326,968 105,483 192,294 204,675 153,073 661,155 672,335
Other current assets 185,851 188,286 137,905 181,577 176,657 171,652 500,413 541,515
Non-current assets 9,395,336 8,068,891 2,802,062 2,861,185 2,651,225 2,389,594 14,848,623 13,319,670
Total assets 9,932,184 8,584,145 3,045,450 3,235,056 3,032,557 2,714,319 16,010,191 14,533,520

FINANCIAL STATEMENTS
CONSOLIDATED
Current financial liabilities 89,567 218,337 31,599 38,253 18,349 159,419 236,686
Other current liabilities 627,011 448,035 184,462 168,232 197,706 191,073 1,009,179 807,340
Non-current financial
liabilities 1,432,290 926,318 1,710,022 1,714,456 677,990 647,208 3,820,302 3,287,982
Other non-current liabilities 625,330 977,493 111,826 132,525 422,176 375,001 1,159,332 1,485,019
Total liabilities 2,774,198 2,570,183 2,037,909 2,015,213 1,336,125 1,231,631 6,148,232 5,817,027

Net assets (100%) 7,157,986 6,013,962 1,007,541 1,219,843 1,696,432 1,482,688 9,861,959 8,716,493
Groups share of net
assets in equity
accounted investees 2,700,703 3,348,317
Revenue 1,317,725 1,268,308 716,099 852,553 519,766 623,095 2,553,590 2,743,956
Depreciation and
amortisation (335,663) (290,571) (41,044) (20,791) (68,973) (79,292) (445,680) (390,654)
Other expenses (582,941) (538,756) (727,043) (810,758) (396,628) (409,409) (1,706,612) (1,758,923)
Interest expense (139,974) (93,841) (88,091) (14,304) (27,183) (35,543) (255,248) (143,688)
Other finance income 48,731 31,498 32,911 930 1,752 6,498 83,394 38,926
Income tax expense (111,840) (87,392) 28,247 (1,123) (6,435) (18,652) (90,028) (107,167)
Net profit/(loss) 196,038 289,246 (78,921) 6,507 22,299 86,697 139,416 382,450
Groups share of profit/
(loss) (before separately
disclosed items) 90,107 110,853 (14,105) (973) 8,364 24,017 84,366 133,897
Groups share of other
comprehensive income 17,772 (8,686)

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 94 DP World Annual Report and Accounts 2013

Notes to Consolidated Financial Statements continued

17 OTHER INVESTMENTS
2013 2012
USD000 USD000

Debt securities held to maturity (refer to note a) 10,207 11,277

Available-for-sale financial assets (refer to note b) 52,716 49,556
62,923 60,833

(a) The movement in debt securities held to maturity mainly relates to redemption of USD 1,055 thousand (2012: USD 1,538 thousand)
during the year.

(b) Available-for-sale financial assets consist of an unquoted investment in an Infrastructure Fund.

The movement schedule for these investments is as follows:

2013 2012
USD000 USD000

As at 1 January 49,556 60,378

Return of capital during the year (10,690)
Change in fair value recognised in consolidated statement of other comprehensive income 3,160 (132)
As at 31 December 52,716 49,556

18 ACCOUNTS RECEIVABLE AND PRE-PAYMENTS

2013 2013 2013
Non-current Current Total
USD000 USD000 USD000

Trade receivables (net) (refer to note 30(A)(i)) 270,074 270,074

Advances paid to suppliers 36,483 36,483
Other receivables and pre-payments 65,253 263,067 328,320
Employee benefit assets (refer to note 26) 372 372
Due from related parties (refer to note 29) 115,485 111,070 226,555
181,110 680,694 861,804

2012 2012 2012

Non-current Current Total
USD000 USD000 USD000

Trade receivables (net) 244,534 244,534

Advances paid to suppliers 53,962 53,962
Other receivables and pre-payments 56,115 204,965 261,080
Employee benefit assets (refer to note 26) 216 216
Due from related parties (refer to note 29) 207,097 105,961 313,058
263,428 609,422 872,850

The Groups exposure to credit and currency risks are disclosed in note 30.
 95 DP World Annual Report and Accounts 2013

19 BANK BALANCES AND CASH

2013 2012

OVERVIEW
USD000 USD000

Cash at banks and in hand 368,830 472,409

Short-term deposits 2,151,205 1,362,752
Deposits under lien 52,435 46,767
Bank balances and cash 2,572,470 1,881,928
Bank overdrafts (1,407) (195)
Cash and cash equivalents for consolidated statement of cash flows 2,571,063 1,881,733

REPORT
STRATEGIC
Short-term deposits are made for varying periods between one day and three months depending on the immediate cash requirements of
the Group and earn interest at the respective short-term deposit market rates. Bank overdrafts are repayable on demand.

The deposits under lien are placed to collateralise some of the borrowings of the Companys subsidiaries.

20 SHARE CAPITAL

GOVERNANCE
CORPORATE
The share capital of the Company as at 31 December was as follows:
2013 2012
USD000 USD000

Authorised
1,250,000,000 of USD 2.00 each 2,500,000 2,500,000
Issued and fully paid
830,000,000 of USD 2.00 each 1,660,000 1,660,000

FINANCIAL STATEMENTS
CONSOLIDATED
21 RESERVES
SHARE PREMIUM
Share premium represents surplus received over and above the nominal cost of the shares issued to the shareholders and forms part of the
shareholder equity. The reserve is not available for distribution except in circumstances as stipulated by the law.

SHAREHOLDERS RESERVE
Shareholders reserve forms part of the distributable reserves of the Group.

HEDGING RESERVE
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of the cash flow hedging instruments
related to hedge transactions that have not yet occurred.

OTHER RESERVES
The other reserves mainly include statutory reserves of subsidiaries as required by applicable local legislations. This reserve also includes the
unrealised fair value changes on available-for-sale investments.

ACTUARIAL RESERVE
The actuarial reserve comprises the cumulative actuarial losses recognised in consolidated statement of other comprehensive income.

TRANSLATION RESERVE
The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign
operations whose functional currencies are different from that of the Groups presentation currency. It also includes foreign exchange
translation differences arising from translation of goodwill and purchase price adjustments which are denominated in foreign currencies at
the Group level.

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 96 DP World Annual Report and Accounts 2013

Notes to Consolidated Financial Statements continued

22 NON-CONTROLLING INTERESTS ("NCI")

The following table summarises the financial information for the material NCI of the Group:
2013 2012
2013 USD000 2012 USD000
USD000 Other USD000 Other
Middle East, individually 2013 Middle East, individually 2012
Europe and immaterial USD000 Europe and immaterial USD000
Africa region subsidiaries* Gross Total Africa region subsidiaries* Gross Total

Balance sheet information:

Non-current assets 497,259 487,189
Current assets 167,675 185,412
Non-current liabilities (171,342) (226,693)
Current liabilities (124,341) (106,449)
Net assets (100%) 369,251 339,459
Carrying amount of fair value adjustments 304,490 289,834
Total 673,741 629,293
Carrying amount of NCI as at 31 December 372,018 103,723 475,741 346,901 317,092 663,993

Income statement information:

Revenue 316,073 318,510
Profit after tax 80,600 76,557
Other comprehensive income, net of tax 12,204 (4,841)
Total comprehensive income (100%), net of tax 92,804 71,716
Profit allocated to NCI 51,418 30,734 82,152 50,327 27,774 78,101
Other comprehensive income allocated to NCI 7,566 2,169 9,735 (1,546) 1,456 (90)
Total comprehensive income attributable to NCI 58,984 32,903 91,887 48,781 29,230 78,011

Cash flow statement information:

Cash flows from operating activities 129,849 90,504
Cash flows from investing activities 42,663 11,895
Cash flows from financing activities 113,695 87,029

Dividends paid to NCI 38,604 25,325

* There are no material subsidiaries in the other operating segments of the Group with NCI.

23 DIVIDENDS
2013 2012
USD000 USD000

Declared and paid during the year:

Final dividend 24 US cents per share 199,200 199,200
Proposed for approval at the Annual General Meeting
(Not recognised as a liability as at 31 December):
Final dividend: 23 US cents per share/24 US cents per share 190,900 199,200
 97 DP World Annual Report and Accounts 2013

24 EARNINGS PER SHARE

OVERVIEW
BASIC EARNINGS PER SHARE
The calculation of basic earnings per share is based on the profit attributable to ordinary shareholders and the weighted average number
of ordinary shares outstanding.
2013 2012
USD000 USD000
(Restated)

Profit attributable to owners of the Company (after separately disclosed items) (a) 639,636 738,398
Profit attributable to owners of the Company (before separately disclosed items) (b) 604,421 545,182

REPORT
STRATEGIC
Number of Number of
shares shares

Number of ordinary shares outstanding as at 31 December (c) 830,000,000 830,000,000

2013 2012
USD000 USD000
(Restated)

GOVERNANCE
CORPORATE
Basic earnings per share after separately disclosed items (US cents) (a/c) 77.06 88.96
Basic earnings per share before separately disclosed items (US cents) (b/c) 72.82 65.68

The Company has no share options outstanding at the year end and therefore the basic and diluted earnings per share are not different.

25 EMPLOYEES END OF SERVICE BENEFITS

FINANCIAL STATEMENTS
CONSOLIDATED
Movements in the provision recognised in the consolidated statement of financial position are as follows:
2013 2012
USD000 USD000

As at 1 January 55,747 49,393

Provision made during the year* 11,961 11,522
Amounts paid during the year (5,968) (5,168)
As at 31 December 61,740 55,747
* The provision for expatriate staff gratuities, included in Employees end of service benefits, is calculated in accordance with the regulations of the Jebel Ali Free Zone Authority. This is based on the
liability that would arise if employment of all staff were terminated at the reporting date.

The UAE government had introduced Federal Labour Law No.7 of 1999 for pension and social security. Under this Law, employers are
required to contribute 15% of the "contribution calculation salary" of those employees who are UAE nationals. These employees are also
required to contribute 5% of the "contribution calculation salary" to the scheme. The Groups contribution is recognised as an expense in
the consolidated income statement as incurred.

26 PENSION AND POST-EMPLOYMENT BENEFITS

The Group participates in a number of pension schemes throughout the world. The principal scheme is located in the UK (the P&O UK
Scheme). The P&O UK Scheme is a funded defined benefit scheme and was closed to routine new members on 1 January 2002. The
pension fund is legally separated from the Group and managed by a Trustee board. The assets of the scheme are managed on behalf
ofthe Trustee by independent fund managers.

The Group also operates a number of smaller defined benefit and defined contribution schemes. In addition, the Group participates
invarious industry multi-employer schemes, the most significant of which is the Merchant Navy Officers Pension Fund (the MNOPF
Scheme) and is in the UK. These generally have assets held in separate trustee administered funds which are legally separated from
theGroup.

The board of a pension fund in the UK is required by law to act in the best interests of the fund participants and is responsible for setting
certain policies (e.g. investment, contributions and indexation policies) and determining recovery plans if appropriate.

These defined benefit funds expose the Group to actuarial risks, such as longevity risk, currency risk, interest rate risk and market
(investment) risk. In addition, in certain multi-employer industry schemes, the Group can be exposed to a pro-rata share of the credit risk
of other participating employers.

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 98 DP World Annual Report and Accounts 2013

Notes to Consolidated Financial Statements continued

26 PENSION AND POST-EMPLOYMENT BENEFITS CONTINUED

RECONCILIATION OF ASSETS AND LIABILITIES RECOGNISED IN THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION

2013 2012
USD000 USD000
(Restated*)

Non-current
Defined benefit schemes net liabilities 168,000 221,634
Liabilities from defined contribution schemes 706 784
Liability in respect of long service leave 700 600
169,406 223,018
Current
Liability for current deferred compensation 10,068 11,845
Net liabilities 179,474 234,863
Net liabilities
Reflected in the consolidated statement of financial position as follows:
Employee benefits assets (included within non-current receivables (refer to note 18) (372) (216)
Employee benefits liabilities: Non-current 169,778 223,234
Employee benefits liabilities: Current 10,068 11,845
179,474 234,863
* Refer to note 3 (F).

The defined benefit pension schemes net liabilities of USD 168,000 thousand (2012 Restated*: USD 221,634 thousand) is in respect of the
total Group schemes shown on page 100 and 101.

The current portion of employee benefits liabilities includes a liability of USD 8,400 thousand (2012: USD 10,000 thousand) in respect of
annual leave, USD 1,200 thousand (2012: USD 1,600 thousand) in respect of long service leave, and USD 468 thousand (2012: USD 245
thousand) in respect of sick leave and other miscellaneous employee benefit items.

An expense of USD 30,354 thousand (2012 Restated*: USD 33,600 thousand) has been recognised in the consolidated income statement
for the long-term employee benefit schemes. USD 7,200 thousand (2012 Restated*: USD 7,000 thousand) in respect of defined benefit
schemes, USD 9,700 thousand (2012: USD 10,000 thousand) in respect of defined contribution schemes and USD 13,454 thousand (2012:
USD 16,600 thousand) in respect of other employee benefits.

A net finance cost of USD 8,100 thousand (2012 Restated*: USD 8,100 thousand) in respect of defined benefit funds has been recognised
in the consolidated income statement.

Total amount of actuarial losses gross of tax recognised in consolidated statement of other comprehensive income.
2013 2012
USD000 USD000
(Restated*)

Actuarial (gain)/loss recognised in the year (44,080) 36,169

Movement in minimum funding liability 5,200 (5,400)
(38,880) 30,769
* Refer to note 3 (F).

ACTUARIAL VALUATIONS AND ASSUMPTIONS

The latest valuations of the defined benefit schemes have been updated to 31 December 2013 by qualified independent actuaries. The
principal assumptions are included in the table below.

The assumptions used by the actuaries are the best estimates chosen from a range of possible actuarial assumptions, which, due to the
timescale covered, may not necessarily be borne out in practice.
P&O UK MNOPF Other
scheme scheme schemes
2013 2013 2013

Discount rates 4.35% 4.35% 4.50%

Discount rates bulk annuity asset 4.20%
Expected rates of salary increases 2.50% 1.90%
Pension increases: deferment 3.00% 2.60% 3.24%
Pension increases: payment 3.00% 3.45% 3.24%
Inflation 3.60% 3.60% 3.60%
 99 DP World Annual Report and Accounts 2013

26 PENSION AND POST-EMPLOYMENT BENEFITS CONTINUED

OVERVIEW
P&O UK MNOPF Other
scheme scheme schemes
2013 2013 2013

Discount rates 4.15% 4.15% 4.40%

Discount rates bulk annuity asset 4.00%
Expected rates of salary increases 2.50% 1.90%
Pension increases: deferment 2.75% 2.20% 2.90%
Pension increases: payment 2.75% 3.00% 2.90%

REPORT
STRATEGIC
Inflation 3.05% 3.05% 3.10%

From 1 December 2011, changes have been made to the benefits provided by the P&O UK scheme. These include a restriction to pay
increases equal to the lower of Retail Price Index and 2.5% in a Scheme Year. This restriction is reflected in the pay increase assumption
above and there is no allowance for promotional increases.

The assumptions for pensioner longevity under both the P&O UK scheme and the MNOPF scheme are based on an analysis of pensioner
death trends under the respective schemes over many years.

GOVERNANCE
CORPORATE
For illustration, the life expectancies for the two schemes at age 65 now and in the future are detailed in the table below.
Male Female

Age 65 in Age 65 in
Age 65 now 20years time Age 65 now 20years time

2013

FINANCIAL STATEMENTS
CONSOLIDATED
P&O UK scheme 23.1 26.1 25.5 28.6
MNOPF scheme 22.5 25.3 26.1 29.0
2012
P&O UK scheme 23.8 26.8 25.6 28.7
MNOPF scheme 22.0 24.5 25.9 28.2

At 31 December 2013 the weighted average duration of the defined benefit obligation was 16.2 years (2012: 16.4 years).

Reasonably possible changes to one of the actuarial assumptions, holding other assumptions constant, would have increased the net
defined benefit liability as at 31 December 2013 by the amounts shown below:
USD000

0.1% reduction in discount rate 19,500

0.1% increase in inflation assumption and related assumptions 8,400
0.25% p.a. increase in the long-term rate of mortality improvement 12,600

The schemes strategic asset allocations across the sectors of the main asset classes are:
Group
P&O UK MNOPF Other schemes
scheme scheme schemes fair value
USD000 USD000 USD000 USD000

2013
Equities 403,400 58,200 84,200 545,800
Bonds 216,800 102,500 90,300 409,600
Other 61,200 13,900 33,900 109,000
Value of insured pensioner liability 1,313,900 1,313,900
1,995,300 174,600 208,400 2,378,300
2012
Equities 343,500 40,200 84,100 467,800
Bonds 241,800 93,000 79,400 414,200
Other 20,700 34,300 24,500 79,500
Value of insured pensioner liability 1,361,400 1,361,400
1,967,400 167,500 188,000 2,322,900

With the exception of the insured pensioner liability all material investments have quoted prices in active markets.

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 100 DP World Annual Report and Accounts 2013

Notes to Consolidated Financial Statements continued

26 PENSION AND POST-EMPLOYMENT BENEFITS CONTINUED

Reconciliation of the opening and closing present value of defined benefit obligations and fair value of scheme assets for the period ended
31 December 2013:
P&O UK MNOPF Other Total group
scheme scheme schemes schemes
USD000 USD000 USD000 USD000

Present value of obligation at 1 January 2013 (2,084,534) (217,000) (243,000) (2,544,534)

Employers interest cost (81,300) (8,400) (10,300) (100,000)
Employers current service cost (500) (4,200) (4,700)
Contributions by scheme participants (1,100) (1,100)
Effect of movement in exchange rates (39,046) (4,300) (4,800) (48,146)
Benefits paid 100,700 8,600 9,100 118,400
Experience gains/(loss) on scheme liabilities 2,800 6,700 (3,300) 6,200
Actuarial gain/(loss) on scheme liabilities due to change in demographic assumptions 44,880 (3,900) 40,980
Actuarial (loss)/gains scheme liabilities due to change in financial assumptions (11,600) 2,000 1,700 (7,900)
Present value of obligation at 31 December 2013 (2,068,600) (216,300) (255,900) (2,540,800)

P&O UK MNOPF Other Total group

scheme scheme schemes schemes
USD000 USD000 USD000 USD000

Fair value of scheme assets at 1 January 2013 1,967,400 167,500 188,000 2,322,900
Interest income on assets 76,900 6,700 8,300 91,900
Return on plan assets (lesser)/greater than the discount rate (300) (2,500) 7,600 4,800
Contributions by employer 13,400 8,000 8,600 30,000
Contributions by scheme participants 1,100 1,100
Effect of movement in exchange rates 40,600 3,700 4,200 48,500
Benefits paid (100,700) (8,600) (9,100) (118,400)
Administration costs incurred during the year (2,000) (200) (300) (2,500)
Fair value of scheme assets at 31 December 2013 1,995,300 174,600 208,400 2,378,300
Defined benefit schemes net liabilities (73,300) (41,700) (47,500) (162,500)
Minimum funding liability (5,500) (5,500)
Net liability recognised in the consolidated statement of financial position at 31
December 2013 (73,300) (47,200) (47,500) (168,000)

Reconciliation of the opening and closing present value of defined benefit obligations and fair value of scheme assets for the period ended
31 December 2012:
P&O UK MNOPF Other Total group
scheme scheme schemes schemes
USD000 USD000 USD000 USD000
(Restated*) (Restated*) (Restated*) (Restated*)

Present value of obligation at 1 January 2012 (1,851,100) (188,400) (152,300) (2,191,800)

Employers interest cost (85,400) (8,700) (7,600) (101,700)
Employers current service cost (500) (4,000) (4,500)
Contributions by scheme participants (200) (1,300) (1,500)
Effect of movement in exchange rates (85,165) (8,500) (7,500) (101,165)
Benefits paid 101,800 8,600 7,400 117,800
Amounts re-classified from defined contribution schemes (65,800) (65,800)
Experience losses on scheme liabilities (30,000) (4,900) (1,600) (36,500)
Actuarial gain/(loss) on scheme liabilities due to change in demographic assumptions
Actuarial losses on scheme liabilities due to change in financial assumptions (133,969) (15,100) (10,300) (159,369)
Present value of obligation at 31 December 2012 (2,084,534) (217,000) (243,000) (2,544,534)
 101 DP World Annual Report and Accounts 2013

26 PENSION AND POST-EMPLOYMENT BENEFITS CONTINUED

OVERVIEW
P&O UK MNOPF Other Total group
scheme scheme schemes schemes
USD000 USD000 USD000 USD000

Fair value of scheme assets at 1 January 2012 1,732,800 150,700 120,900 2,004,400
Interest income on assets 80,200 7,100 6,300 93,600
Return on plan assets greater than the discount rate 166,900 5,200 4,900 177,000
Contributions by employer 13,500 7,000 7,400 27,900
Contributions by scheme participants 200 1,300 1,500

REPORT
STRATEGIC
Effect of movement in exchange rates 77,500 6,700 6,100 90,300
Benefits paid (101,800) (8,600) (7,400) (117,800)
Amounts reclassified from defined contribution schemes 48,500 48,500
Administration costs incurred during the year (1,900) (600) (2,500)
Fair value of scheme assets at 31 December 2012 1,967,400 167,500 188,000 2,322,900
Defined benefit schemes net liabilities (117,134) (49,500) (55,000) (221,634)
Minimum funding liability

GOVERNANCE
CORPORATE
Net liability recognised in the consolidated statement of financial position at
31December 2012 (117,134) (49,500) (55,000) (221,634)
* Refer to note 3 (F).

Where a surplus arises on a scheme in accordance with IAS19 and IFRIC14, the surplus is recognised as an asset only if it represents an
unconditional economic benefit available to the Group in the future. Any surplus in excess of this benefit is not recognised in the
statement of financial position. A minimum funding liability arises where the statutory funding requirements are such that future

FINANCIAL STATEMENTS
CONSOLIDATED
contributions in respect of past service will result in a future unrecognisable surplus.

The below table shows the movement in minimum funding liability on the MNOPF Scheme:
2012
2013 USD000
USD000 (Restated*)

Minimum funding liability as on 1 January (5,400)

Movement during the year (5,200) 5,400
Effect of movement in exchange rates (300)
Minimum funding liability as on 31 December (5,500)
* Refer to note 3 (F).

It is anticipated that the Group will make the following contributions to the pension schemes in 2014:
P&O UK MNOPF Other Total group
scheme scheme schemes schemes
USD000 USD000 USD000 USD000

Pension scheme contributions 14,210 8,555 9,011 31,776

P&O UK SCHEME
Formal actuarial valuations of the P&O UK scheme are normally carried out triennially by qualified independent actuaries, the latest
completed regular valuation report for the scheme being at 31 March 2010, using the projected unit credit method.

As a result of valuation P&O committed to regular monthly deficit payments from April 2011 of USD 1,060 thousand until November 2019.

In December 2007, as part of a process developed with the Group to de-risk the pension scheme, the Trustee transferred USD 1,600,000
thousand of P&O UK Scheme assets to Paternoster (UK) Ltd, in exchange for a bulk annuity insurance policy to ensure that the assets (in
the Companys statement of financial position and in the Scheme) will always be equal to the current value of the liability of the pensions
in payment at 30 June 2007, thus removing the funding risks for these liabilities.

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 102 DP World Annual Report and Accounts 2013

Notes to Consolidated Financial Statements continued

26 PENSION AND POST-EMPLOYMENT BENEFITS CONTINUED

MERCHANT NAVY OFFICERS PENSION FUND (MNOPF)
The MNOPF Scheme is an industry wide multi-employer defined benefit scheme in which officers employed by companies within the
Group have participated.

The scheme is divided into two sections, the Old Section and the New Section, both of which are closed to new members.

The Old Section has been closed to benefit accrual since 1978. The schemes independent actuary advised that at 31 March 2012 the
market value of the schemes assets for the Old Section was USD 2,129,729 thousand, representing approximately 100% of the value of
the benefits accrued to members. The assets of the Old Section were substantially invested in bonds and a bulk insured annuity contract.

The Group could not identify its share of the underlying assets and liabilities of the Old Section on a consistent and reasonable basis and is
therefore accounting for contributions and payments to the Old Section under IAS 19 as if it were a defined contribution scheme.

The most recent formal actuarial valuation of the New Section was carried out as at 31 March 2012.

Following the valuation, the Trustee and employers have agreed contributions in addition to those arising from the 31 March 2003, 31
March 2006 and 31 March 2009 valuations which will be paid to the Section by participating employers over the period to 30 September
2023. These contributions include an allowance for the impact of irrecoverable contributions in respect of companies no longer in
existence or not able to pay their share. The Groups aggregated outstanding contributions from these valuations are payable as follows
2014 USD 8,555 thousand, 2015 to 2020 USD 6,752 thousand per annum and 2021 to 2023 USD 1,288 thousand per annum.

The Trustee set the payment terms for each participating employer in accordance with the Trustees Contribution Collection Policy which
includes credit vetting.

The Groups share of the net deficit of the New Section at 31 December 2013 is estimated at 4.807%.

MERCHANT NAVY RATINGS PENSION FUND (MNRPF)

The Merchant Navy Ratings Pension Fund (the MNRPF Scheme) is an industry-wide multi-employer defined benefit pension scheme in
which sea staff employed by companies within the Group have participated. The scheme has a significant funding deficit and has been
closed to further benefit accrual.

The most recent formal actuarial valuation was carried out as at 31 March 2011.

Certain Group companies, which are no longer current employers in the MNRPF, had settled their statutory debt obligation and were not
considered to have any legal obligation with respect to the ongoing deficit in the fund. However, following a legal challenge by Stena Line
Limited, the High Court decided that the Trustees could require all employers that had ever participated in the scheme to make
contributions to fund the deficit. Although the Group appealed the decision, it was not overturned.

The Trustees notified these Group companies of their estimated share of the current deficit during December 2012 equating to 3.0%. The
method of deficit allocation and the associated recovery plan has still to be approved by the court, however, based on this initial indication
the Group has provided for this liability after an allowance for the impact of irrecoverable contributions in respect of companies no longer
in existence or not able to pay their share. The net impact of USD 17,300 thousand (Restated) was reflected as an actuarial movement in
the consolidated statement of other comprehensive income in 2012.
 103 DP World Annual Report and Accounts 2013

27 INTEREST BEARING LOANS AND BORROWINGS

This note provides information about the terms of the Groups interest-bearing loans and borrowings, which are measured at amortised

OVERVIEW
cost. Information about the Groups exposure to interest rate, foreign currency and liquidity risk are described in note 30.
2013 2012
USD000 USD000

Non-current liabilities
Secured bank loans 1,056,613 669,322
Mortgage debenture stock 2,355 2,307

REPORT
STRATEGIC
Unsecured loan stock 5,399 5,287
Unsecured bank loans 455,544 106,916
Unsecured bond issues 3,239,277 3,237,234
Finance lease liabilities 17,502 28,555
4,776,690 4,049,621
Current liabilities
Secured bank loans 202,209 203,111

GOVERNANCE
CORPORATE
Unsecured bank loans 42,886 484,909
Unsecured loans 3,867 3,719
Finance lease liabilities 9,365 11,096
258,327 702,835
Total 5,035,017 4,752,456

FINANCIAL STATEMENTS
CONSOLIDATED
TERMS AND DEBT REPAYMENT SCHEDULE
Terms and conditions of outstanding loans were as follows:
2013
Carrying
Nominal Year of Face value amount
Currency Notes interest rate maturity USD000 USD000

Secured loans
USD Variable 20142020 476,012 476,012
USD 3% to 8% 20192022 42,786 42,786
EUR Variable 20172023 88,117 88,117
PKR Variable 2019 68,976 68,976
ZAR 9.5% 2017 496 496
GBP Variable 2031 578,793 578,793
GBP 8.5% 2017 3,642 3,642
Unsecured loans
SAR Variable 2017 15,178 15,178
CAD Variable 2018 135,224 135,224
INR Variable 20142019 64,136 64,136
USD Variable 2018 257,209 257,209
USD 4.14% 2024 26,683 26,683
EUR Variable Payable 2,667 2,667
on
demand
USD 8% Payable 1,200 1,200
on
demand
Mortgage debenture stock
GBP 3.5% Undated 2,355 2,355
Unsecured loan stock
GBP 7.5% Undated 5,399 5,399
Unsecured Bond
USD 7.88% 2027 8,000 7,940
Unsecured sukuk bonds
USD (a) * 2017 1,500,000 1,492,513
Unsecured MTNs
USD (a) 6.85% 2037 1,750,000 1,738,824
Finance lease liabilities in various currencies 1.13% 20142054 26,867 26,867
10.43%
5,053,740 5,035,017
* The profit rate on this Islamic Bond is 6.25%.

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 104 DP World Annual Report and Accounts 2013

Notes to Consolidated Financial Statements continued

27 INTEREST BEARING LOANS AND BORROWINGS CONTINUED

TERMS AND DEBT REPAYMENT SCHEDULE
Terms and conditions of outstanding loans were as follows:
2012
Carrying
Nominal Year of Face value amount
Currency Notes interest rate maturity USD000 USD000

Secured loans
EGP Variable 2013 1,868 1,868
EUR Variable 20172023 103,353 103,353
GBP Variable 2031 119,846 119,846
GBP 8.5% 2017 18,000 18,000
HKD Variable 2015 837 837
INR Variable 20152017 39,820 39,820
PKR Variable 2018 76,345 76,345
USD 3%8% 20172022 29,794 29,794
USD Variable 20132020 481,784 481,784
ZAR 9.5% 2017 786 786
Unsecured loans
CAD Variable 2013 158,030 158,030
SAR Variable 2017 19,205 19,205
INR Variable 20142019 70,260 70,260
USD 4.14%7% 20132024 29,330 29,330
USD 8% 2013 1,200 1,200
USD Variable 2013 315,000 315,000
EUR Variable 2013 2,519 2,519
Mortgage debenture stock
GBP 3.5% undated 2,307 2,307
Unsecured loan stock
GBP 7.5% undated 5,287 5,287
Unsecured Bond
USD 7.88% 2027 8,000 7,935
Unsecured sukuk bonds
USD (a) * 2017 1,500,000 1,490,661
Unsecured MTNs
USD (a) 6.85% 2037 1,750,000 1,738,638
Finance lease liabilities in various currencies 4.14%14% 20132054 39,651 39,651
4,773,222 4,752,456
* The profit rate on this Islamic Bond is 6.25%.

(a) The Group has issued conventional bond of USD 1,750,000 thousand as Medium Term Note and a Sukuk (Islamic Bond) of
USD1,500,000 thousand. The Medium Term note and Sukuk are currently listed on Nasdaq Dubai and the London Stock Exchange
(LSE).

Certain property, plant and equipment and port concession rights are pledged against the facilities obtained from the banks (refer to note
13 and note 14). The deposits under lien amounting to USD 48,507 thousand (2012: USD 46,767 thousand) are placed to collateralise
some of the borrowings of the Companys subsidiaries (refer to note 19).

There has been no issuance or repayment of debt securities in the current year (2012: Nil). At 31 December 2013, the undrawn committed
borrowing facilities of USD 1,506,129 thousand (2012: USD 1,897,511 thousand) were available to the Group, in respect of which all
conditions precedent had been met.

FINANCE LEASE LIABILITIES

The Group classifies certain property, plant and equipment as finance leases where it retains all risks and rewards incidental to the
ownership. The net carrying values of these assets are disclosed in note 13.
 105 DP World Annual Report and Accounts 2013

27 INTEREST BEARING LOANS AND BORROWINGS CONTINUED

OVERVIEW
Future minimum lease payments under finance leases together with the present value of the net minimum lease payments are asfollows:
2013
Future Present
minimum value of
lease minimum lease
payments Interest payments
USD000 USD000 USD000

Less than one year 11,258 (1,894) 9,364

Between one and five years 17,929 (4,120) 13,809

REPORT
STRATEGIC
More than five years 9,770 (6,076) 3,694
At 31 December 38,957 (12,090) 26,867

Future 2012
minimum Present value
lease of minimum
payments Interest lease payments
USD000 USD000 USD000

GOVERNANCE
CORPORATE
Less than one year 13,715 (2,619) 11,096
Between one and five years 25,938 (5,011) 20,927
More than five years 15,328 (7,700) 7,628
At 31 December 54,981 (15,330) 39,651

The finance leases do not contain any escalation clauses and do not provide for contingent rents.

FINANCIAL STATEMENTS
CONSOLIDATED
28 ACCOUNTS PAYABLE AND ACCRUALS
2013
Non-current Current Total
USD000 USD000 USD000

Trade payables 146,359 146,359

Other payables and accruals 256,027 796,671 1,052,698
Provisions* 1,018 54,411 55,429
Fair value of derivative financial instruments 24,201 28,170 52,371
Amounts due to related parties (refer to note 29) 8,173 8,173
As at 31 December 281,246 1,033,784 1,315,030

2012
Non-current Current Total
USD000 USD000 USD000

Trade payables 115,415 115,415

Other payables and accruals 384,248 642,625 1,026,873
Provisions* 499 41,000 41,499
Fair value of derivative financial instruments 120,008 41,850 161,858
Amounts due to related parties (refer to note 29) 13,182 13,182
As at 31 December 504,755 854,072 1,358,827
* During the current year, additional provision of USD 41,940 thousand was made (2012: USD 33,451 thousand) and an amount of USD 28,010 thousand was utilised (2012: USD 18,700 thousand).

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 106 DP World Annual Report and Accounts 2013

Notes to Consolidated Financial Statements continued

29 RELATED PARTY TRANSACTIONS

For the purpose of these consolidated financial statements, parties are considered to be related to the Group, if the Group has the ability,
directly or indirectly, to control the party or exercise significant influence over it in making financial and operating decisions, or vice versa,
or where the Group and the party are subject to common control or significant influence i.e. part of the same Parent Group.

Related parties represent associated companies, shareholders, directors and key management personnel of the Group, the Parent
Company, Ultimate Parent Company (Dubai World Corporation) and entities jointly controlled or significantly influenced by such parties.
Pricing policies and terms of these transactions are approved by the Groups management. The terms and conditions of the related party
transactions were made on an arms-length basis.

The Ultimate Parent Company operates a Shared Services Unit (SSU) which recharges the proportionate costs of services provided to the
Group. SSU also processes the payroll for the Company and certain subsidiaries and recharges the respective payroll costs.

Transactions with related parties included in the consolidated financial statements are as follows:
Equity-
accounted Other related 2013
investees parties Total
USD000 USD000 USD000

Expenses charged:
Concession fee 48,169 48,169
Shared services
Other services 30,574 30,574
Revenue earned:
Management fee income 19,946 19,946
Liabilities settled and recharged: 2,877 2,877

Equity-
accounted Other related 2012
investees parties Total
USD000 USD000 USD000

Expenses charged:
Concession fee 48,169 48,169
Shared services 2,354 2,354
Other services 29,249 29,249
Revenue earned:
Management fee income 24,889 24,889

Balances with related parties included in the consolidated statement of financial position are as follows:
Due from related parties Due to related parties

2013 2012 2013 2012

USD000 USD000 USD000 USD000

Ultimate Parent Company 2,114 1,871 377 194

Parent Company 54,304 53,450
Equity-accounted investees 145,755 232,973 57 124
Other related parties 24,382 24,764 7,739 12,864
226,555 313,058 8,173 13,182

Guarantees issued on behalf of equity-accounted investees amount to USD 81,401 thousand (2012: USD 98,720 thousand).

COMPENSATION OF KEY MANAGEMENT PERSONNEL

The remuneration of Directors and other key members of the management during the year were as follows:
2013 2012
USD000 USD000

Short-term benefits and bonus 9,543 8,135

Post-retirement benefits 702 720
10,245 8,855
 107 DP World Annual Report and Accounts 2013

30 FINANCIAL INSTRUMENTS

OVERVIEW
(A) CREDIT RISK
(i) Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting
date was as follows:
2013 2012
USD000 USD000

Available-for-sale financial assets 52,716 49,556

Debt securities held to maturity 10,207 11,277
1,685

REPORT
STRATEGIC
Derivative financial assets
Loans and receivables 669,405 693,705
Bank balances 2,572,470 1,881,928
3,306,483 2,636,466

The maximum exposure to credit risk for trade receivables (net) at the reporting date by operating segments is as follows:

GOVERNANCE
CORPORATE
2013 2012
USD000 USD000

Asia Pacific and Indian subcontinent 21,288 17,758

Australia and Americas 41,323 39,996
Middle East, Europe and Africa 207,463 186,780
270,074 244,534

FINANCIAL STATEMENTS
CONSOLIDATED
The ageing of trade receivables (net) at the reporting date was:
2013 2012
USD000 USD000

Neither past due nor impaired on the reporting date: 168,120 174,112
Past due on the reporting date
Past due 030 days 81,384 60,440
Past due 3160 days 16,911 7,526
Past due 6190 days 2,456 1,328
Past due >90 days 1,203 1,128
270,074 244,534

The Group believes that the unimpaired amounts that are past due by more than 30 days are still collectible, based on the historic
collection trends.

Movement in the allowance for impairment in respect of trade receivables during the year was:
2013 2012
USD000 USD000

As at 1 January 38,920 35,954

Provision recognised during the year 8,379 2,966
As at 31 December 47,299 38,920

Based on historic default rates, the Group believes that, apart from the above, no impairment allowance is necessary in respect of trade
receivables not past due or past due.

Trade receivables with the top ten customers represent 47% (2012: 45%) of the trade receivables.

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 108 DP World Annual Report and Accounts 2013

Notes to Consolidated Financial Statements continued

30 FINANCIAL INSTRUMENTS CONTINUED

(B) LIQUIDITY RISK
2013
The following are the undiscounted contractual maturities of financial liabilities, including estimated interest payments and the impact of
netting agreements.
Carrying Contractual Less than More than
amount cash flows 1 year 12 years 25 years 5 years
USD000 USD000 USD000 USD000 USD000 USD000

Non derivative financial liabilities

Secured bank loans 1,258,822 (1,679,351) (197,180) (207,770) (490,221) (784,180)
Unsecured bond issues 3,239,277 (6,412,886) (214,255) (214,255) (2,002,661) (3,981,715)
Mortgage debenture stocks 2,355 (4,496) (82) (82) (247) (4,085)
Unsecured loans and loan stock 9,266 (19,795) (4,272) (405) (1,215) (13,903)
Finance lease liabilities 26,867 (38,957) (11,258) (9,580) (8,349) (9,770)
Unsecured other bank loans 498,430 (556,793) (80,985) (56,606) (395,097) (24,105)
Trade and other payables 1,200,037 (1,223,934) (944,011) (110,067) (112,038) (57,818)
Bank overdraft 1,407 (1,407) (1,407)
Financial guarantees and letters of credit* (316,834)
Derivative financial liabilities
Interest rate swaps 51,953 (140,288) (36,730) (33,322) (59,567) (10,669)
Forward exchange contracts 418 (534) (381) (131) (22)
Total 6,288,832 (10,395,275) (1,490,561) (632,218) (3,069,417) (4,886,245)
* Refer to note 33 for further details.

2013
The following table indicates the periods in which the undiscounted cash flows associated with derivatives that are expected to occur. The
timing of these cash flows are not materially different from the impact on the consolidated income statement.
Carrying Expected Less than More than
amount cash flows 1 year 12 years 25 years 5 years
USD000 USD000 USD000 USD000 USD000 USD000

Interest rate swaps

Assets 1,685 (349) (129) (95) (125)
Liabilities (51,953) (140,288) (36,730) (33,322) (59,567) (10,669)
Forward exchange contracts
Assets
Liabilities (418) (534) (381) (131) (22)
Total (50,686) (141,171) (37,240) (33,548) (59,714) (10,669)

2012
The following are the undiscounted contractual maturities of financial liabilities, including estimated interest payments and includes the
impact of netting agreements.
Carrying Contractual Less than More than
amount cash flows 1 year 12 years 25 years 5 years
USD000 USD000 USD000 USD000 USD000 USD000

Non derivative financial liabilities

Secured bank loans 872,433 (1,120,723) (169,021) (171,607) (513,525) (266,570)
Unsecured bond issues 3,237,234 (6,627,141) (214,255) (214,255) (2,096,411) (4,102,220)
Mortgage debenture stocks 2,307 (4,405) (81) (81) (242) (4,001)
Unsecured loans and loan stock 9,006 (19,472) (4,268) (397) (1,190) (13,617)
Finance lease liabilities 39,651 (54,981) (13,715) (11,645) (14,293) (15,328)
Unsecured syndicate bank loans
Unsecured other bank loans 591,825 (634,830) (509,236) (55,643) (40,435) (29,516)
Trade and other payables 635,824 (644,505) (251,576) (109,422) (254,830) (28,677)
Bank overdraft 195 (195) (195)
Financial guarantees and letters of credit* (267,667)
Derivative financial liabilities
Interest rate swaps 161,823 (238,381) (41,096) (36,399) (87,129) (73,757)
Forward exchange contracts 35 192 192
Total 5,550,333 (9,612,108) (1,203,251) (599,449) (3,008,055) (4,533,686)
* Refer to note 33 for further details.
 109 DP World Annual Report and Accounts 2013

30 FINANCIAL INSTRUMENTS CONTINUED

OVERVIEW
2012
The following table indicates the periods in which the undiscounted cash flows associated with derivatives that are expected to occur. The
timing of these cash flows are not materially different from the impact on the consolidated income statement.
Carrying Expected Less than More than
amount cash flows 1 year 12 years 25 years 5 years
USD000 USD000 USD000 USD000 USD000 USD000

Interest rate swaps

Liabilities (161,823) (238,381) (41,096) (36,399) (87,129) (73,757)

REPORT
STRATEGIC
Forward exchange contracts
Liabilities (35) 192 192
Total (161,858) (238,189) (40,904) (36,399) (87,129) (73,757)

(C) MARKET RISK

(i) Currency risk
Exposure to currency risk

GOVERNANCE
CORPORATE
The Groups financial instruments in different currencies were as follows:
2013
USD* GBP EUR AUD INR CAD Others Total
USD000 USD000 USD000 USD000 USD000 USD000 USD000 USD000

Bank balances and cash 2,260,973 79,415 111,145 21,262 1,856 26,600 71,219 2,572,470
Trade receivables 160,500 26,027 31,167 8,400 15,730 13,100 15,150 270,074
Secured bank loans and

FINANCIAL STATEMENTS
CONSOLIDATED
mortgage debenture stock (518,797) (584,789) (88,117) (69,474) (1,261,177)
Unsecured bank loans and
loan stock (285,092) (5,399) (2,667) (64,136) (135,224) (15,178) (507,696)
Bank overdraft (1,407) (1,407)
Trade payables (51,151) (44,160) (22,377) (2,300) (19,601) (1,700) (5,070) (146,359)
Net consolidated
statement of financial
position exposures 1,566,433 (530,313) 29,151 27,362 (66,151) (97,224) (3,353) 925,905
* The functional currency of the Company is UAE Dirham. UAE Dirham is currently pegged to USD and therefore the Group has no foreign currency risk on these balances.

The Groups financial instruments in different currencies were as follows:

2012
USD* GBP EUR AUD INR CAD Others Total
USD000 USD000 USD000 USD000 USD000 USD000 USD000 USD000

Bank balances and cash 1,508,112 77,411 162,594 32,751 14,634 21,700 64,726 1,881,928
Trade receivables 145,088 21,700 31,731 4,000 7,676 15,500 18,839 244,534
Secured bank loans and
mortgage debenture stock (534,568) (126,237) (103,353) (39,820) (70,762) (874,740)
Unsecured bank loans and
loan stock (345,531) (5,287) (2,519) (70,260) (158,030) (19,204) (600,831)
Bank overdraft (195) (195)
Trade payables (36,597) (15,900) (25,542) (2,100) (24,168) (2,300) (8,808) (115,415)
Net consolidated statement
of financial position
exposures 736,504 (48,313) 62,911 34,651 (112,133) (123,130) (15,209) 535,281
* The functional currency of the Company is UAE Dirham. UAE Dirham is currently pegged to USD and therefore the Group has no foreign currency risk on these balances.

The following significant exchange rates applied during the year:

Average rate during Reporting date spot rate

2013 2012 2013 2012

GBP 0.640 0.631 0.605 0.618

EUR 0.753 0.778 0.726 0.757
AUD 1.036 0.966 1.119 0.964
INR 58.510 53.361 61.922 54.898
CAD 1.030 0.999 1.064 0.996

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 110 DP World Annual Report and Accounts 2013

Notes to Consolidated Financial Statements continued

30 FINANCIAL INSTRUMENTS CONTINUED

(ii) Sensitivity analysis
A ten per cent strengthening of the USD against the following currencies at 31 December would have increased/(decreased) consolidated
income statement and consolidated statement of other comprehensive income by the amounts shown below. This analysis assumes that
all other variables, in particular interest rates, remain constant. Furthermore, as each entity in the Group determines its own functional
currency, the effect of translating financial assets and liabilities of the respective entity would mainly impact consolidated statement of
other comprehensive income.
Consolidated statement of
Consolidated income statement othercomprehensive income

USD000 USD000 USD000 USD000

2013 2013 2013 2013

GBP 449 7,349 (58,924) (5,368)

EUR 431 1,584 3,239 6,990
AUD (7) 3,040 3,850
INR 967 3,557 (7,350) (12,459)
CAD 598 1,193 (10,803) (13,681)

A ten per cent weakening of the USD against the above currencies at 31 December would have had the equal but opposite effect on the
above currencies to the amounts shown above, on the basis that all other variables remain constant.

(iii) Interest rate risk

(i) Profile
At the reporting date the interest rate profile of the Groups interest bearing financial instruments was:
Carrying amount

2013 2012
USD000 USD000

Fixed rate instruments

Financial assets 10,207 11,277
Financial liabilities (3,348,705) (3,285,137)
Interest rate swaps (1,170,471) (925,243)
(4,508,969) (4,199,103)
Variable rate instruments
Financial assets 2,151,205 1,362,752
Financial liabilities (1,687,719) (1,467,514)
Interest rate swaps 1,170,471 925,243
1,633,957 820,481

(ii) Cash flow sensitivity analysis for variable rate instruments

A change of 100 basis points (bp) in interest rates at the reporting date would have increased/(decreased) consolidated income
statement and consolidated statement of other comprehensive income by the amounts shown below. This analysis assumes that all other
variables, in particular foreign currency rates, remain constant.
Consolidated statement of
Consolidated income statement othercomprehensive income

100 bp 100 bp 100 bp 100 bp

increase decrease increase decrease
USD000 USD000 USD000 USD000

2013
Variable rate instruments 16,340 (16,340)
Interest rate swaps 1,745 (1,745) 13,449 (13,449)
Cash flow sensitivity (net) 18,085 (18,085) 13,449 (13,449)
2012
Variable rate instruments 8,205 (8,205)
Interest rate swaps 741 (741) 10,489 (10,489)
Cash flow sensitivity (net) 8,946 (8,946) 10,489 (10,489)
 111 DP World Annual Report and Accounts 2013

30 FINANCIAL INSTRUMENTS CONTINUED

(D) FAIR VALUES

OVERVIEW
Fair values versus carrying amounts
The fair values of financial assets and liabilities, together with the carrying amounts shown in the consolidated statement of financial
position are as follows:
2013 2012

Carrying Carrying
amount Fair value amount Fair value
USD000 USD000 USD000 USD000

REPORT
STRATEGIC
Assets carried at fair values
Available-for-sale financial assets 52,716 52,716 49,556 49,556
Interest rate swaps 1,685 1,685
54,401 54,401 49,556 49,556
Assets carried at amortised cost
Debt securities held to maturity 10,207 10,110 11,277 11,149
Loans and receivables 669,405 669,405 693,705 693,705

GOVERNANCE
CORPORATE
Cash and cash equivalents 2,572,470 2,572,470 1,881,928 1,881,928
3,252,082 3,251,985 2,586,910 2,586,782
Liabilities carried at fair values
Interest rate swaps (51,953) (51,953) (161,823) (161,823)
Forward exchange contracts (418) (418) (35) (35)
(52,371) (52,371) (161,858) (161,858)

FINANCIAL STATEMENTS
CONSOLIDATED
Liabilities carried at amortised cost
Secured bank loans* (1,258,822) (1,258,822) (872,433) (872,433)
Mortgage debenture stocks (2,355) (2,458) (2,307) (2,662)
Unsecured bond issues (3,239,277) (3,378,952) (3,237,234) (3,734,175)
Unsecured loan stock (9,266) (9,266) (9,006) (9,006)
Finance lease liabilities (26,867) (26,867) (39,651) (39,651)
Unsecured bank and other loans* (498,430) (498,430) (591,825) (591,825)
Trade and other payables (1,200,037) (1,200,037) (635,824) (635,824)
Bank overdraft (1,407) (1,407) (195) (195)
(6,236,461) (6,376,239) (5,388,475) (5,885,771)
* A significant portion of these loans carry a variable rate of interest and hence, the fair values reported approximates carrying values.

Fair value hierarchy

The table below analyses financial instruments carried at fair value, by valuation method (also refer to note 5 (V). The different levels have
been defined as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices)
or indirectly (i.e. derived from prices).
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Level 1 Level 2 Level 3
USD000 USD000 USD000

2013
Available-for-sale financial assets 52,716
Derivative assets 1,685
Derivative financial liabilities (52,371)
2,030
2012
Available-for-sale financial assets 49,556
Derivative financial liabilities (161,858)
(112,302)

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 112 DP World Annual Report and Accounts 2013

Notes to Consolidated Financial Statements continued

31 OPERATING LEASES
OPERATING LEASE COMMITMENTS GROUP AS A LESSEE
Future minimum rentals payable under non-cancellable operating leases as at 31 December are as follows:
2013 2012
USD000 USD000

Within one year 290,998 303,685

Between one to five years 1,115,598 735,859
Between five to ten years 1,254,322 1,102,940
Between ten to twenty years 1,499,439 1,351,947
Between twenty to thirty years 981,565 1,311,794
Between thirty to fifty years 1,198,978 1,221,425
Between fifty to seventy years 923,174 1,052,910
More than seventy years 983,526 1,029,272
8,247,600 8,109,832

The above operating leases (Group as a lessee) mainly consist of terminal operating leases arising out of concession arrangements which
are long term in nature. In addition, this also includes leases of plant, equipment and vehicles. In respect of terminal operating leases,
contingent rent is payable based on revenues/profits earned in the future period. The majority of leases contain renewable options for
additional lease periods at rental rates based on negotiations or prevailing market rates.

OPERATING LEASE COMMITMENTS GROUP AS A LESSOR

Future minimum rentals receivable under non-cancellable operating leases as at 31 December are as follows:
2013 2012
USD000 USD000

Within one year 25,567 21,646

Between one to five years 68,817 84,718
More than five years 23,536 25,640
117,920 132,004

The above operating leases (Group as a lessor) mainly consist of rental of property, plant and equipment leased out by the Group. The
leases contain renewal options for additional lease periods and at rental rates based on negotiations or prevailing market rates.

32 CAPITAL COMMITMENTS
2013 2012
USD000 USD000

Estimated capital expenditure contracted for as at 31 December 788,972 1,178,529

33 CONTINGENCIES
(a) The Group has contingent liabilities amounting to USD 21,651 thousand (2012: USD 15,538 thousand) in respect of payment
guarantees, USD 212,192 thousand (2012: USD 152,556 thousand) in respect of performance guarantees and USD 1,590 thousand
(2012: 853 thousand) in respect of letters of credit issued by the Groups bankers. The bank guarantees and letters of credit are arising
in the ordinary course of business from which it is anticipated that no material liabilities will arise.

(b) The Group has contingent liabilities in respect of guarantees issued on behalf of equity-accounted investees (refer to note 29).

(c) The Group through its 100% owned subsidiary Mundra International Container Terminal Private Limited (MICT) has developed and
is operating the container terminal at the Mundra port in Gujarat.

In 2006, MICT received a show cause notice from Gujarat Maritime Board (GMB) requiring MICT to demonstrate that the
undertaking given by its parent company, P&O Ports (Mundra) Private Limited, with regard to its shareholding in MICT has not been
breached in view of P&O Ports being taken over by the Group (DP World).

Based on the strong merits of the case and on the advice received from legal counsel, management believes that the above litigation
is unsubstantiated, and in managements view, it will have no impact on the Groups ability to continue to operate the port.

(d) Chennai Port Trust (CPT) had raised a demand for an amount of USD 19,303 thousand (2012: USD 21,773 thousand) from Chennai
Container Terminal Limited (CCTL), a subsidiary of the Company, on the basis that CCTL had failed to fulfil its obligations in respect
of non-transhipment containers for a period of four consecutive years from 1 December 2003. CCTL had subsequently paid USD
10,313 thousand (2012: USD 11,633 thousand) under dispute in 2008. CCTL had initiated arbitration proceedings against CPT in this
regard. The arbitral tribunal passed its award on November 26, 2012 ruling in favour of CCTL. However, CPT appealed against this
order, which was upheld by Chennai High Court on 8 January 2014 and accordingly a provision has been recognised against the
above receivable. CCTL lodged an appeal before the Division Bench of Madras High Court along with a stay petition on 31 January
2014. The Appeal was taken up for hearing and admitted on 3 February 2014. CPT also made a statement before the Court that no
further action would be taken by CPT against CCTL. The Court has posted the matter for hearing on 15 April 2014.
 113 DP World Annual Report and Accounts 2013

34 SIGNIFICANT GROUP ENTITIES

The extent of the Groups ownership in its various subsidiaries, associates and joint ventures and their principal activities are as follows:

OVERVIEW
(A) SIGNIFICANT HOLDING COMPANIES
Ownership
Legal Name interest Country of incorporation Principal activities

DP World FZE 100% United Arab Emirates Management and operation of seaports,
airports and leasing of port equipment
Thunder FZE 100% United Arab Emirates Holding company

REPORT
STRATEGIC
Peninsular and Oriental Steam Navigation Company 100% United Kingdom Management and operation of seaports
Limited
DP World Australia (POSN) Pty Ltd 100% Australia Holding company
DPI Terminals Asia Holding Limited 100% British Virgin Islands Holding company
DPI Terminals (BVI) Limited 100% British Virgin Islands Holding company
DP World Ports Cooperatieve U.A. 100% Netherlands Holding company
DP World Maritime Cooperatieve U.A. 100% Netherlands Holding company
DPI Terminals Holdings C.V. 100% Netherlands Holding company

GOVERNANCE
CORPORATE
(B) SIGNIFICANT SUBSIDIARIES PORTS
Ownership
Legal Name interest Country of incorporation Principal activities

Terminales Rio de la Plata SA 55.62% Argentina Container terminal operations

DP World Antwerp N.V. 100% Belgium Multi-purpose terminal operations and
ancillary container services
DP World (Canada) Inc. 100% Canada Container terminal operations and

FINANCIAL STATEMENTS
CONSOLIDATED
stevedoring
Egyptian Container Handling Company (ECHCO) 100% Egypt Container terminal operations
S.A.E.
DP World Germersheim, GmbH and Co. KG 100% Germany Container terminal operations
Chennai Container Terminal Private Limited 100% India Container terminal operations
India Gateway Terminal Pvt. Ltd 81.63% India Container terminal operations
Mundra International Container Terminal Private 100% India Container terminal operations
Limited
Nhava Sheva International Container Terminal Private 100% India Container terminal operations
Limited
DP World Middle East Limited 100% Kingdom of Saudi Container terminal operations
Arabia
DP World Maputo SA 60% Mozambique Container terminal operations
Qasim International Container Terminal Pakistan Ltd 75% Pakistan Container terminal operations
DP World Callao S.R.L. 100% Peru Container terminal operations
Doraleh Container Terminal SARL 33.33%* Republic of Djibouti Container terminal operations
Integra Port Services N.V. 60% Republic of Suriname Container terminal operations
Suriname Port Services N.V. 60% Republic of Suriname General cargo terminal operations
Constanta South Container Terminal SRL 75% Romania Container terminal operations
DP World Dakar S.A. 90% Senegal Container terminal operations
DP World Tarragona S.A. 60% Spain Container terminal operations
DP World UAE Region FZE 100% United Arab Emirates Container terminal operations
DP World Fujairah FZE 100% United Arab Emirates Container terminal operations
Southampton Container Terminals Limited 51% United Kingdom Container terminal operations
London Gateway Port Limited 100% United Kingdom Container terminal operations
Saigon Premier Container Terminal 80% Vietnam Container terminal operations

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 114 DP World Annual Report and Accounts 2013

Notes to Consolidated Financial Statements continued

34 SIGNIFICANT GROUP ENTITIES CONTINUED

(C) ASSOCIATES AND JOINT VENTURES PORTS
Ownership
Legal name interest Country of incorporation Principal activities

Djazair Port World Spa 50% Algeria Container terminal operations

DP World Djen Djen Spa 50% Algeria Container terminal operations
DP World Australia (Holding) Pty Ltd 25% Australia Container terminal operations
Antwerp Gateway N.V 42.50% Belgium Container terminal operations
Empresa Brasileira de Terminais Portuarious S.A. 33.33% Brazil Container terminal operations
Caucedo Investment Inc. 50% British Virgin Islands Container terminal operations
Eurofos S.A.R.L 50% France Container terminal operations
Generale de Manutention Portuaire S.A 50% France Container terminal operations
Goodman DP World Hong Kong Limited 25% Hong Kong Container terminal operations and
warehouse operations
Vishaka Container Terminals Private Limited 26% India Container terminal operations
PT Terminal Petikemas Surabaya 49% Indonesia Container terminal operations
Pusan Newport Co. Ltd 42.10% Korea Container terminal operations
Qingdao Qianwan Container Terminal Co. Ltd 29% Peoples Republic of China Container terminal operations
Tianjin Orient Container Terminals Co Ltd 24.50% Peoples Republic of China Container terminal operations
DP World Yantai Company Limited 12.50% Peoples Republic of China Container terminal operations
Asian Terminals Inc 50.54%** Philippines Container terminal operations
Laem Chabang International Terminal Co. Ltd 34.50% Thailand Container terminal operations

(D) OTHER NON-PORT BUSINESS

Ownership
Legal name interest Country of incorporation Principal activities

P&O Maritime Services Pty Ltd 100% Australia Maritime services

Container Rail Road Services Private Limited 100% India Container rail freight operations
Empresa de Dragagem do Porto de Maputo, SA 25.50% Mozambique Dredging services
Port Secure Djibouti 40% Republic of Djibouti Port security services
DP World Cargo Services (Pty) Limited 70% South Africa Cargo services
Dubai International Djibouti FZE 100% United Arab Emirates Port management and operation
P&O Maritime FZE 100% United Arab Emirates Maritime services

(E) PORTS UNDER DEVELOPMENT

Ownership
Legal name interest Country of incorporation Principal

Nhava Sheva (India) Gateway Terminal Private Limited 100% India Container terminal operations
Rotterdam World Gateway B.V. 30% Netherlands Container terminal operations
DP World Yarmca Liman Isletmeleri Anonim S irketi 100% Turkey Container terminal operations
* Although the Group only has a 33.33% effective ownership interest in Doraleh Container Terminal SARL, this entity is treated as a subsidiary, as the Group is able to govern the financial and operating
policies of the company by virtue of an agreement with the other investor.
** Although the Group has more than 50% effective ownership interest in this entity, it is not treated as a subsidiary, but instead treated as a joint arrangement. The underlying joint venture agreement
with the other shareholder does not provide significant control to the Group.
 115 DP World Annual Report and Accounts 2013

Notes

OVERVIEW
REPORT
STRATEGIC
GOVERNANCE
CORPORATE
FINANCIAL STATEMENTS
CONSOLIDATED

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 116 DP World Annual Report and Accounts 2013

Notes
5th Floor, JAFZA 17
Jebel Ali Free Zone
PO Box 17000
Dubai - U.A.E.

Tel: +971 4881 1110

Fax: +971 4881 1331

www.dpworld.com