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Brambles Industries (BI.)

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Wednesday 28 August, 2002

Brambles Industries

Final Results

Brambles Industries PLC
28 August 2002





                              Brambles Industries



                              Preliminary Results

                        for the year ended 30 June 2002





             For the Combined Businesses of Brambles Industries plc

                    and Brambles Industries Limited and for

                            Brambles Industries plc









BRAMBLES INDUSTRIES



CONTENTS


                                                                                                   Page

Summary of Results                                                                                 1

Financial Highlights                                                                               2

Overview                                                                                           4

Financial Review                                                                                   5
Business Review                                                                                    7
Brambles Industries Group Combined Financial Information
for the year ended 30 June 2002
Combined Profit and Loss Account                                                                   14
Combined Balance Sheet                                                                             15
Combined Cash Flow Statement                                                                       16
Combined Segmental Analysis                                                                        18
GAAP Reconciliation                                                                                24
Brambles Industries plc Financial Information
for the year ended 30 June 2002
Consolidated Profit and Loss Account                                                               26

Consolidated Balance Sheet                                                                         27
Consolidated Cash Flow Statement                                                                   28




BRAMBLES INDUSTRIES GROUP

SUMMARY OF COMBINED RESULTS FOR THE YEAR ENDED 30 JUNE 2002


£ millions                                                Year ended         Year ended          Increase/
                                                            30 June            30 June          (Decrease)
                                                              2002               2001                 %
Results Before Exceptional Items,
Goodwill Amortisation and CHEP
accounting harmonisation (i)
Continuing Businesses
Revenue                                                       2,923               2,689               8.7
Operating Profit                                                395                 402             (1.7)
Group
Revenue                                                       3,184               3,181               0.1
Profit Before Tax                                               314                 338             (7.1)
Profit After Tax                                                225                 226             (0.4)
Earnings per Share                                            13.3p               13.4p             (0.7)
Group Results After Exceptional
Items, Goodwill Amortisation and
CHEP accounting harmonisation
Profit Before Tax                                               271                 248               9.3
Profit After Tax                                                175                 141              24.1
Earnings per Share                                            10.3p                8.3p              24.1
Interim Dividend per Share                                   3.577p                 N/A
payable on 10 October 2002
Record date for determining
entitlements to the dividend                                20 September 2002
Net Debt                                                      1,581               1,863



(i) CHEP accounting harmonisation items for the year ended 30 June 2002 resulted
in a net charge of £9m (£5m after tax).




 FINANCIAL HIGHLIGHTS

•   Revenue from continuing businesses increased by 9%



    •  CHEP up 13% with Americas 17% higher



    •  Cleanaway up 15%



    •  Recall up 21%



•   Profit(i) from continuing businesses was 2% lower than last year



    •  performance improved by 9% in the second half against same period of 
       previous year



    •  CHEP's profit growth resumed in the fourth quarter



    •  For the year as a whole
    Cleanaway profit 8% higher
    Recall profit 29% higher
    Industrial Services profit 48% higher



•   EPS(i) was 13.3p compared with 13.4p the previous year



•   Announced divestment programme now complete and realised £500 million in 
    total



•   Net debt reduced from £1,863 million to £1,581 million.



(i) Comparisons are before goodwill amortisation, exceptional items and the
harmonisation of depreciation and loss provisioning policies in CHEP, for which
a net charge of £9 million pre tax has been included in the accounts and which
is described in more detail on page 5.  For ease of comparison with the prior
year this commentary is based on results before the adjustment unless stated
otherwise.




Commenting on the results, Brambles' Chief Executive Officer Sir CK Chow said:



'In the first year of the merger, we have focused our efforts on initiatives
within CHEP to improve asset productivity, to optimise operational efficiency
and to create a solid base for the future development of this unique business.
These are beginning to yield improved results and profit growth from CHEP
resumed in the fourth quarter.  This provides a foundation for growth during the
current financial year.



'In the next twelve months, CHEP's profit progress will be driven largely by the
Americas supplemented by ongoing growth from Australia, Asia Pacific and South
Africa.  CHEP Europe is competing effectively and maintaining its leading market
position whilst improving prices, although the impact of actions to improve
asset productivity and efficiency will be more gradual.



'Cleanaway and Recall are expected to grow both organically and by acquisition.
Industrial Services is well positioned to take advantage of industry growth.



'With the announced divestment programme complete, Brambles is now a much more
focused group with quality growth businesses.



'Overall, while there remains much work to be done, we have made good solid
progress and the performance of the Group is improving.  Assuming no material
adverse change in economic conditions, we look to the future increasingly
confident of our ability to deliver sustainable growth'.



For further information contact:


London
Media                  Richard Mountain, Financial Dynamics                           +44  020 7831 3113

Investor & Other:      Sue Scholes, Head of Investor Relations                        +44 020 7659 6012

Sydney

Media                  Ron Burke, Group General Manager Corporate Affairs             +61 2 9256 5255

Investor & Other:      Edna Carew, Group Manager Communications                       +61 2 9256 5204



An analyst briefing will be held in London at 9am on 28 August.  This will be
webcast and available with the slides on our website (www.brambles.com)



This release has been prepared under UKGAAP.  Brambles Industries accounts
prepared under Australian GAAP are being lodged at the Australian Stock Exchange
simultaneously with this release and are available on our website.



Brambles Industries is globally headquartered in Australia.








OVERVIEW



Considerable change and progress characterised Brambles' first year since the
merger in August 2001.  For CHEP and Cleanaway, the single ownership structure
has enabled management to focus on improving operational performance.  We have
also put in place corporate governance procedures suitable for a global group
and have reviewed all our accounting policies.



Major initiatives instituted in the first half of the year to improve
operational efficiency in CHEP USA are yielding results.  In CHEP Europe, steps
have also been taken to improve asset utilisation and operational efficiency.
The costs of significantly higher levels of pallet collections and repairs have
been borne throughout the year.  While benefits in the USA are already apparent;
those from Europe will materialise more gradually.



Cleanaway has continued to perform satisfactorily and Recall is growing
strongly.  Industrial Services had an excellent year following a successful
restructuring of its business in Australia.



The improvement in profitability of continuing businesses is clear evidence of
progress in Brambles' performance. Whereas in the first half profits were 11%
lower than in the previous year, in the second half they were 9% higher.  This
was most marked in CHEP which, as expected, moved from a first half reduction in
profit of 16%, to a stable second half performance which was slightly above that
of the comparable period a year ago.



Revenue from continuing businesses for the year was up by 9% to £2.9 billion.
Within this, double-digit growth was achieved by each of our three key
businesses, CHEP, Cleanaway and Recall, whose aggregate sales of £2.4 billion
were up by 15% from the previous year's £2.1 billion.



Brambles Group profit before tax, goodwill amortisation and exceptional items
after the harmonisation of accounting in CHEP was £305 million.



Profit before tax, goodwill amortisation and exceptional items was £314 million,
7% below that of the previous year.



Earnings per share was 13.3p per share compared with 13.4p per share a year ago.



The business divestment plan was completed with the sale of Gardemann this month
(August).  Ten businesses have been sold realising £397 million in the year.
Brambles has now exited from all of its equipment rental businesses, US Waste
Management and a number of peripheral businesses in Australia.  The aggregate
proceeds from this divestment programme were approximately £500 million.



Net debt reduced from £1,863 million to £1,581 million.




FINANCIAL REVIEW


Excluding businesses divested, Group revenue was £2.9 billion compared with £2.7
billion last year, an increase of 9%.  The revenue from divested businesses was
£261 million, down from £492 million a year ago.



CHEP continued to be the largest contributor to revenue with sales of £1.2
billion, up by 13% compared with last year's level.



Sales at Cleanaway also improved significantly, up by 15% compared with those of
the previous year.  An important contributor to this increase was the
acquisition of Serviceteam in the UK in early 2001.  While sales in Germany were
down by 7% for the year as a whole, this fall was heavily influenced by lower
prices for recycled paper from their high levels in 2000.   Paper prices have
begun to increase somewhat from May 2002.



Recall's sales at £229 million showed a strong rise, 21% ahead of the year
before, driven by a combination of organic and acquisition growth.



Sales from our Industrial Services businesses were slightly below those of the
previous year, due solely to the restructuring of activities in Australia
through the closure of unprofitable operations.  The regional businesses had a
weak year with sales well down, particularly at Interlake Materials Handling
which is dependent on the growth of the US economy.



Geographically, the major part of Brambles Group revenue continued to be
generated in Europe and North America, with 52% and 31% respectively of revenue
from continuing businesses coming from these regions.



The impact of the accounting harmonisation of loss provisioning and depreciation
in CHEP has been incorporated as a normal operating cost in the results for the
year.  The charge has reduced from £23 million at the half year to £9 million
for the full year.  As previously explained, one-off loss provisions of £26
million were offset by £17 million, being the net benefit of the depreciation
change and an increase in loss provisioning.  For comparative purposes the
profitability of the CHEP business in this report is measured before the impact
of these changes.



Operating profit from continuing businesses before interest, tax, goodwill
amortisation and exceptional items of £395 million was 2% below the previous
year (4% below after the harmonisation of accounting in CHEP). As expected, this
was a considerable improvement on the first half, with second half performance
9% ahead of the same period of the previous year.  For the Group as a whole,
operating profit was 7% down at £411 million with the contribution from
businesses sold decreasing from £42 million to £16 million.



Operating profit from CHEP was 8% below that of the previous year, although all
of this shortfall occurred in the first half, with second half performance being
similar to that of the previous year.



Cleanaway profit was up by 8% while that of Recall was strongly ahead by 29% as
a result of both organic and acquisition driven sales growth and margin
improvements.



Industrial Services continued to generate good profit growth, particularly in
Australia where the restructuring of its businesses improved performance.  The
regional businesses had a poor year, with the weakness of the US economy
continuing to affect Interlake.  A more competitive environment in the Bass
Strait trade had an adverse impact on the performance of the Marine business in
Australia.



Net interest expense was down from £106 million to £97 million, resulting mainly
from lower interest rates and latterly, reduced debt levels.



Business Disposals and Exceptional Items



The announced business divestment programme has been completed and proceeds of
some £500 million have been received.  The final divestment was Gardemann, the
equipment rental business in Germany, which was completed in August.



The results for the year include an exceptional loss of £2 million (after tax
loss of £13 million).  This comprises the net effect of gains and losses from
businesses divested; profits (largely Group CAIB) were offset by losses mainly
from the disposal of BESI, Wreckair and Gardemann (£75 million aggregate) as
well as merger costs of £32 million.



The divested businesses earned profit before goodwill amortisation, interest and
tax of £16 million in the year and £42 million in 2000/01.



Taxation



The pre-exceptional tax charge of £89 million was approximately 28% of profit
before tax, exceptional items and goodwill.  It compared with a rate of 33% in
the previous year, both figures allowing for full deferred tax accounting.
Lower corporate tax rates in Australia, Germany and France were the principal
contributors to the lower tax charge.



Cash Flow



Total cash inflow was £282 million resulting in a net reduction in debt to £1.58
billion. Cash inflow from operations after capital expenditure was £116 million.



An important contributor to this improvement was reduced capital expenditure,
which fell from £721 million to £557 million following the success of the
programme to increase asset efficiency in CHEP.



Working capital increased by £80 million as the business expanded and changed
its mix.



The sale of businesses realised £397 million cash in the year.



Dividends



The Board is recommending a final dividend of 10.0 cents per share for all
shareholders in Brambles Industries Limited and a second interim (instead of a
final) dividend of 3.577 pence per share for all shareholders in Brambles
Industries plc.



This is as previously communicated to shareholders in the Listing Particulars.
The dividend is being paid as a second interim dividend as it is being paid in
advance of the AGM so that shareholders in Brambles Industries plc can receive
it on the same day as the shareholders in Brambles Industries Limited receive
their dividend.



This brings the dividend for the year to 20.0 cents per share for Brambles
Industries Limited shareholders and 7.167 pence per share for Brambles
Industries plc shareholders.  Looking forward to the next few years the Board
intends to pursue a policy of at least maintaining this level of dividend
payment per share.



BUSINESS REVIEW



CHEP


£million                                           12 months to              12 months to
                                                   30 June 2002              30 June 2001          Change %
Sales                                                     1,202                     1,066                13
Operating Profit                                            207                       234              (12)
Accounting Harmonisation                                      9                         -                 -
Operating Profit before
Accounting Harmonisation                                    216                       234               (8)



Sales were some 13% higher than the previous year and profits 8% lower.



Performance in the second half of the year stabilised, with operating profit
slightly above that of the same period a year ago.  More significantly, CHEP's
profit in the fourth quarter was higher than that of each of the previous three
quarters, and was ahead of the same period a year ago, driven primarily by the
improving performance of CHEP USA.



CHEP Americas sales grew by 17% to £591 million in the year.  However, growth in
the second half was slightly lower than the year average, due to a tighter
control over sales in the non-participating distributor (NPD) sector.



As we have reported previously, CHEP USA embarked on an aggressive programme to
increase its profitability following a period of rapid revenue expansion, during
which investment in pallets increased and the distribution system no longer
matched the customer base.  The impact of these initiatives was that the profits
and margins of CHEP Americas have increased consistently as the second half has
progressed.  The full year profit of CHEP Americas was £89 million.


These initiatives include:



  • The roll-out of a new Wal*Mart contract
  • A programme to improve the asset productivity of the NPD channel
  • Depot network rationalisation
  • Transport optimisation
  • New collection strategy



Each of the five initiatives is yielding positive results.



The economics of the total pallet management (TPM) service provided to Wal*Mart
are improving.



Collections from NPDs have increased by 13% since December, and a NPD surcharge
was added to pallets delivered to this distribution channel.  More than 425 NPDs
have since agreed to work with CHEP, representing 13% of the pallets issued into
this channel.  There is increasing cooperation from our customers to facilitate
more efficient movement of these pallets.



The depot rationalisation programme is on track and is expected to be completed
in the last quarter of this calendar year, when the one-off costs associated
with this initiative should also cease.



At that stage CHEP will have approximately 80 depots in the US, about one third
of the number held two years ago.  Each one will have the capability to inspect,
repair, store and issue pallets.  The locations of these depots have been
selected to minimise journey times and hence CHEP's costs.  The transport
optimisation programme is linked to depot rationalisation and will be completed
at the same time, with the benefits flowing through in the second half of the
current financial year.



The new collection strategy, which is aligned to the location of the new depot
network, will result in a more efficient return and collection arrangement for
CHEP's pallets. This will reduce cost for both CHEP and its customers while
improving overall service.



The demonstrable success of these initiatives has significantly improved the
outlook of CHEP's US operations.



Furthermore, in the US another important customer was secured during the second
half of the year as SYSCO, the largest US food service business, has agreed to
strongly encourage its suppliers to use CHEP pallets.



The Reusable Plastic Container (RPC) business in the US grew substantially in
the year; sales were up by approximately 50% to £24 million.  As expected,
profitability after direct costs and depreciation (gross profit) also improved
and moved from a first half loss to a second half profit.   We continue to be
optimistic on the outlook for this business albeit growth is from a relatively
small base.



CHEP Canada and CHEP Mexico have both had a particularly strong year and good
progress was made in Brazil and Chile, with all these territories being
profitable and performing well.



CHEP Europe sales were up by 10% at £496 million with revenue growth in all
regions.  In Italy, revenue doubled in the year to £14 million and the business
is now profitable.



Although there is continuous competitive activity in Europe, particularly in
France, CHEP is competing effectively.  CHEP is implementing a customer service
improvement programme in all territories, maintaining its leading market
position while improving prices.  In the UK, CHEP continues to serve all of its
customers with an efficient and cost effective exchange pallet pool.



The RPC business continues to grow, with sales up by 11% compared with the
previous year although this was adversely affected by Asda's decision in April
to in-source its plastic crates in the UK.



In Europe, profit was 20% lower than the previous year at £99 million due
primarily to the continuing requirement to increase collection and repair, and
IT cost increases related to the installation of a global SAP system.



These two factors are expected to continue to have an adverse effect in the
current financial year.  As a result, profits from CHEP Europe in the current
year should be similar to those of last year, although as has been the case in
the US, there should be consistent progress through the year as the benefits of
productivity improvements flow through.



CHEP Australia had an excellent year. A focus on customer service
differentiation and the successful launch of new products generated strong
profitable growth.  South Africa also performed well, and Asia Pacific continues
to grow albeit from a small base.



Overall, the vigorous profit improvement programme in CHEP has proven to be
effective.  The profit growth, which resumed in the fourth quarter, is expected
to accelerate through the current financial year.



CLEANAWAY


£million                                 12 months to               12 months to
                                         30 June 2002               30 June 2001                  Change %
Sales                                             984                        853                        15
Operating Profit                                   98                         91                         8



Sales and profit in Cleanaway were up by 15% and 8% respectively compared with
the same period a year ago.  As expected, profit growth in the second half was
stronger than that in the first half.



In the UK, sales were well up on the previous year, by 41% to £488 million
principally due to the inclusion of Serviceteam, which was acquired early in
2001.  The increase also reflected the benefit of new municipal contracts such
as that in Birmingham.




Profits were also well ahead in the UK, partly because of the contribution from
Serviceteam but more importantly due to success in dry waste collection and
recycling.  Here improved operational efficiencies and a lower customer churn
rate have led to significantly higher profitability.  The state of the art
material recycling facility (MRF) at Rainham in Essex was opened during the year
and now has contracts for more than 30,000 tonnes of waste a year.   Ranked
among the largest and most advanced MRFs in the UK, Rainham demonstrates
Cleanaway's commitment to work with its customers to achieve the goals set out
in UK Waste Strategy 2000. The performance of the landfill business in the UK
was slightly down on last year, principally because of increased depreciation
following a reassessment of the rate of site depletion.  The technical waste
business continued to perform well.



In Germany, revenues in the second half were slightly higher than those of the
same period last year.  However, the impact of lower paper prices in the first
half together with the transfer of the Dassler Secure Destruction business to
Recall resulted in sales for the full year being approximately 7% lower.



Operating profit in Germany for the year was slightly below that of last year,
although this was largely due to the first half performance where comparisons
were distorted by the impact of paper prices.



In a further development for Cleanaway, the PET recycling plant in Rostock,
Germany, was successfully commissioned.  It is producing recycled food-grade PET
materials which are sold to major bottlers.  While relatively small at present,
this new business stream should provide exciting opportunities.



Looking ahead generally, Cleanaway is operating in an industry in which
legislation is increasingly shifting the value of the industry from disposal to
the sorting, recycling and recovery of waste.  These growth drivers apply both
to Germany and the UK with further opportunities from municipal waste
outsourcing.  Cleanaway is well positioned to benefit from these opportunities.



Inevitably, as the market expands, so it will open up.  While not an immediate
issue, the Duales System Deutschland (DSD) arrangement between the waste
management industry and the manufacturers in Germany will be retendered in 2003.
Cleanaway, with an existing efficient infrastructure and strong technical
capability, is well placed to compete for these contracts.  Any change resulting
from DSD retendering will not come into effect until the calendar year 2004.



In Cleanaway Australia, sales increased by nearly 8% and profits were up by
about 3%.  One factor that has had an adverse impact on profitability is a
significant increase in workers' compensation costs, notably in New South Wales,
together with the one-off exit costs of the unprofitable Brisbane municipal
contract.  Cleanaway Australia has won major contracts such as Woolworths, and
Monash and Geelong City Councils which will enhance its performance going
forward.



In Nanjing, China, Cleanaway's landfill gas-to-energy plant started up
successfully, whilst in Taiwan, Cleanaway had a successful year and is seeking
to expand its activities there by pursuing industrial waste contracts.



Overall, Cleanaway continued to grow profit and generate cash.



Recall


£million                                 12 months to               12 months to
                                         30 June 2002               30 June 2001                  Change %
Sales                                             229                        190                        21
Operating Profit                                   40                         31                        29



Recall had another highly successful year.



Sales increased by 21% compared with the same period last year, with profits up
by 29% to £40 million.  Recall's operating margin reached 18%, which was one
percentage point higher than that of the previous year.



Despite slower economic growth in the US and Europe, Recall's organic revenue
growth rate was about 10%.  Fourteen acquisitions were made during the year, and
growth from acquisitions accounted for the balance of the increase in revenue.



Recall's performance in the Americas was strong and Recall Brazil performed
particularly well supported by an important Integrated Document Solutions (IDS)
contract with the Government which has now been completed.



In Australasia sales and profit were also well up, with a continuing focus on
customer service, efficiency and profitability.



In Europe sales and profits were both also ahead of last year's, with generally
improved profitability being driven by better performances in France and
Germany.



In Italy, the information centre consolidation programme is well under way and
by the end of this calendar year 26 facilities should be reduced to 15.



In Document Management Services (DMS), Mega centres in Toronto, Milan and Sao
Paolo were completed and a number of add-on acquisitions in the DMS business are
being pursued.  The roll-out of the IT-based ReQuest standard operations model
proceeded as planned, with 80% of global holdings converted by June 2002.



The Data Protection Services business (DPS) remains very healthy and is
generating excellent returns, while Secure Destruction Services (SDS) continues
to grow very rapidly.



The Integrated Document Solutions (IDS) business is still relatively small and
remains an exciting proposition for the future development of Recall.



Recall is extremely well positioned to continue its organic growth and
acquisition investment strategy for the years ahead.




Industrial Services


£million                                 12 months to               12 months to
                                         30 June 2002               30 June 2001                  Change %
Sales                                             285                        298                       (4)
Operating Profit                                   31                         21                        48



In Industrial Services, profits were strongly ahead, up 48% despite sales being
down by 4% compared with the same period in the previous year.  Operating
margins improved from 7% to 11%.



The most significant profit improvement came from Australia, after the business
was restructured and re-focused on a more limited number of core services to the
resource, steel and processing industries.  The business is now well placed to
continue to grow.



The Pulverised Coal Injection plant to serve BHP Steel at Port Kembla was
successfully started in April 2002, and is now operating at full capacity.  A
number of important contracts were also won in the mining and energy sectors.



In Steel Services Europe, sales were slightly below those of last year, but
profits were up due to continuing robust trading in the UK notwithstanding the
cessation of steelmaking at the Corus Llanwern plant for which compensation was
negotiated.  Three significant contracts were won in Dunkirk, France, to service
Arcelor, the world's largest steel maker.



Brambles Steel Services has in-depth technical know-how and strong positions in
a selected number of leading steel sites.  We expect the steel industry to
recover from its low level of activity of recent years, creating a more
favourable environment for this business.



Regional Businesses


£million                                 12 months to               12 months to
                                         30 June 2002               30 June 2001                  Change %
Sales                                             223                        282                      (21)
Operating Profit                                   24                         34                      (29)



The regional businesses had a poor year with sales down by 21% and profits by
29%.



A number of the regional businesses suffered from deteriorating market
conditions.  They do, however, remain profitable, they continue to maintain
their market leadership position and they generate good returns on assets
employed.



The weakest performer was Interlake Material Handling, the market leader in the
manufacture of container racking in the US.  It continued to suffer from the
slow US economy and reduced investments from its customers.  Its management has
acted quickly to bring its workforce and capacity to an optimal level.  It is
now operating at a significantly lower cost base and will benefit from any
market upturn.



Brambles Marine in the Bass Strait is experiencing greater competition and was
less profitable than last year.  Other shipping businesses have been sold.



OUTLOOK



In the next twelve months, CHEP's profit progress will be driven largely by the
Americas supplemented by ongoing growth from Australia, Asia Pacific and South
Africa.  CHEP Europe is competing effectively and maintaining its leading market
position whilst improving prices, although the impact of actions to improve
asset productivity and efficiency will be more gradual.



Cleanaway and Recall are expected to grow both organically and by acquisition.
Industrial Services is well positioned to take advantage of industry growth.



Overall, while there remains much work to be done, we have made good solid
progress and the performance of the Group is improving.  Assuming no material
adverse change in economic conditions, we look to the future increasingly
confident of our ability to deliver sustainable growth.


Brambles Industries Group

COMBINED PROFIT AND LOSS ACCOUNT

For the year ended 30 June 2002


                                               Before                               Before
                                             goodwill      Goodwill               goodwill      Goodwill
                                                  and           and                    and           and
                                          exceptional   exceptional            exceptional   exceptional
                                                items         items     Total        items         items    Total
                                                 2002          2002      2002         2001          2001     2001
Unaudited                                          £m            £m        £m           £m            £m       £m
TURNOVER (including share of joint
ventures and associates)
Continuing operations                           2,923             -     2,923        2,689             -    2,689
Discontinued operations                           261             -       261          492             -      492
                                                3,184             -     3,184        3,181             -    3,181
Less: Share of joint ventures                    (20)             -      (20)         (20)             -     (20)
Share of associates                              (52)             -      (52)         (50)             -     (50)
GROUP TURNOVER                                  3,112             -     3,112        3,111             -    3,111
OPERATING PROFIT
Continuing operations before goodwill
and exceptional items                             376             -       376          397             -      397
Goodwill amortisation                               -          (32)      (32)            -          (24)     (24)
Exceptional items                                   -             -         -            -          (91)     (91)
Continuing operations                             376          (32)       344          397         (115)      282
Discontinued operations                            16             -        16           42             -       42
GROUP OPERATING PROFIT                            392          (32)       360          439         (115)      324
Share of operating profit of joint                  3             -         3            4             -        4
ventures
Share of operating profit of associates             7             -         7            1             -        1
TOTAL OPERATING PROFIT                            402          (32)       370          444         (115)      329
EXCEPTIONAL ITEMS
Profit on sale of discontinued                      -            30        30            -            25       25
operations
Merger costs - continuing operations                -          (32)      (32)            -             -        -
PROFIT BEFORE INTEREST AND
TAXATION                                          402          (34)       368          444          (90)      354
Net interest payable                             (97)             -      (97)        (106)             -    (106)
PROFIT ON ORDINARY ACTIVITIES
BEFORE TAXATION                                   305          (34)       271          338          (90)      248
Tax on profit on ordinary activities             (85)          (11)      (96)        (112)             5    (107)
PROFIT ON ORDINARY ACTIVITIES
AFTER TAXATION                                    220          (45)       175          226          (85)      141
Equity minority interests                         (1)             -       (1)          (1)             -      (1)
Profit attributable to parent companies'
shareholders                                      219          (45)       174          225          (85)      140
Equity dividends paid and proposed              (120)             -     (120)         (69)             -     (69)
TRANSFER TO COMBINED RESERVES                      99          (45)        54          156          (85)       71
Basic earnings per share                        13.0p                   10.3p        13.4p                   8.3p
Diluted earnings per share                      13.0p                   10.3p        13.4p                   8.3p

Results before goodwill amortisation,
CHEP accounting harmonisation
and exceptional items
Net impact of CHEP accounting items in 2002
£9m (after tax £5m) - (Note 5)
Operating profit - £m                             411                                   444
Profit before tax - £m                            314                                   338
Earnings per share - p (Note 3)                 13.3p                                 13.4p





Brambles Industries Group

COMBINED BALANCE SHEET

As at 30 June 2002



                                                                                          2002           2001
Unaudited                                                                                   £m             £m
FIXED ASSETS
Goodwill and intangible assets                                                             479            470
Tangible fixed assets                                                                    2,289          2,451
                                                                                         2,768          2,921
Investments
Joint ventures
Share of gross assets                                                                       59             47
Share of gross liabilities                                                                (42)           (27)
                                                                                            17             20

Associates                                                                                  47             38
Other investments                                                                           13              9

TOTAL FIXED ASSETS                                                                       2,845          2,988
CURRENT ASSETS
Stocks                                                                                      34             48
Debtors                                                                                    765            761
Cash at bank and in hand                                                                    53             69

                                                                                           852            878
CREDITORS: amounts falling due within one year
Borrowings                                                                                (85)          (716)
Creditors                                                                                (594)          (583)
Taxation and dividends payable                                                           (147)          (118)

                                                                                         (826)        (1,417)

NET CURRENT ASSETS/(LIABILITIES)                                                            26          (539)
Total assets less current liabilities                                                    2,871          2,449
CREDITORS: amounts falling due after more than one year                                (1,549)        (1,216)

PROVISIONS FOR LIABILITIES AND CHARGES                                                   (188)          (231)

NET ASSETS                                                                               1,134          1,002

CAPITAL AND RESERVES
Share capital                                                                              477            450
Share premium account                                                                       50             50
Other reserves                                                                             108            106
Profit and loss account                                                                    494            387

EQUITY SHAREHOLDERS' FUNDS                                                               1,129            993
EQUITY AND NON-EQUITY MINORITY INTERESTS                                                     5              9

                                                                                         1,134          1,002




Brambles Industries Group

COMBINED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES

For the year ended 30 June 2002


                                                                                         2002              2001
Unaudited                                                                                  £m                £m
Profit attributable to parent companies' shareholders                                     174               140
Exchange translation differences                                                           46              (65)
Total recognised gains and losses for the period                                          220                75
Note on prior period adjustment
Total recognised gains and losses related to the period as above                          220                75
Prior year adjustment (Note 2(ii))                                                      (193)                 -
Total recognised gains and losses since last annual report                                 27                75



RECONCILIATION OF MOVEMENTS IN COMBINED SHAREHOLDERS' FUNDS

For the year ended 30 June 2002


                                                                                         2002              2001
Unaudited                                                                                  £m                £m
Combined shareholders' funds at the beginning of the period                               993             1,130
Prior year adjustment                                                                       -             (193)
Combined shareholders' funds at the beginning of the period - restated                    993               937
Profit attributable to parent companies' shareholders                                     174               140
Ordinary dividends paid and proposed                                                    (120)              (69)
Issue of ordinary shares, net of expenses                                                  20                53
Reinstatement of goodwill due to sale of businesses                                        14                 -
Shares to be issued                                                                         2                 -
Exchange translation difference                                                            46              (68)
Net increase in combined shareholders' funds                                              136                56
Combined shareholders' funds at the end of the period                                   1,129               993

COMBINED CASH FLOW STATEMENT

For the year ended 30 June 2002
                                                                                        2002              2001
Unaudited                                                                                 £m                £m
Net cash inflow from operating activities                                                673               726
Dividends received from joint ventures and associates                                      1                 1
Interest received                                                                          5                 8
Interest paid                                                                           (99)             (121)
Returns on investments and servicing of finance                                         (94)             (113)
Taxation paid                                                                           (97)              (87)
Purchase of tangible fixed assets                                                      (557)             (721)
Proceeds from sale of tangible fixed assets                                               85                58
Investment loans and other financial investments                                         (7)              (12)
Capital expenditure and financial investment                                           (479)             (675)
Purchase of subsidiary undertakings                                                     (34)             (165)
Purchase of joint ventures                                                                 -               (6)
Merger costs paid                                                                       (21)               (8)
Sale of businesses                                                                       397                82
Acquisitions and disposals                                                               342              (97)
Equity dividends paid to shareholders of the parent companies                           (98)              (70)


Brambles Industries Group
COMBINED CASH FLOW STATEMENT

For the year ended 30 June 2002 (continued)

                                                                                         2002             2001
                                                                                           £m               £m
Net cash inflow/(outflow) before management of liquid resources
and financing                                                                             248            (315)
Management of liquid resources                                                            (1)                5
Net proceeds from share issues                                                             20               31
(Decrease)/Increase in borrowings                                                       (278)              277
Capital element of finance lease rentals                                                  (5)              (3)
Financing                                                                               (263)              305
Decrease in cash                                                                         (16)              (5)



MOVEMENT IN COMBINED NET FUNDS

For the year ended 30 June 2002


                                                                                        2002              2001
Unaudited                                                                                 £m                £m
Cash inflow/(outflow) before use of liquid resources and financing                       248             (315)
Net proceeds from share issues                                                            20                31
Currency variations                                                                       30              (95)
(Decrease)/increase in liquid resources                                                  (1)                 5
Decrease in cash                                                                          16                 5
Increase in deferred consideration                                                      (16)              (16)
Subsidiaries acquired and sold                                                          (15)              (12)
Total inflow/(outflow)                                                                   282             (317)
Net borrowings at beginning of period                                                (1,863)           (1,466)
Net borrowings at end of period                                                      (1,581)           (1,863)



RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM OPERATING ACTIVITIES

For the year ended 30 June 2002



                                                                                        2002               2001
Unaudited                                                                                 £m                 £m
Group operating profit                                                                   360                324
Depreciation charge                                                                      346                357
Goodwill amortisation                                                                     32                 24
Increase in working capital                                                             (80)              (101)
Decrease in provisions                                                                    46                 36
Other                                                                                   (31)                 86
Net cash inflow from operating activities                                                673                726





Brambles Industries Group
COMBINED SEGMENTAL ANALYSIS

For the year ended 30 June 2002

Turnover

                                                                           2002               2001
Unaudited                                                                    £m                 £m
Business segment
CHEP                                                                      1,202              1,066
Cleanaway                                                                   984                853
Recall                                                                      229                190
Industrial services                                                         285                298
Regional businesses                                                         223                282
Discontinued                                                                261                492
Total                                                                     3,184              3,181
Geographical origin
Europe                                                                    1,638              1,559
Americas                                                                    952              1,220
Australia/New Zealand                                                       544                575
Rest of world                                                                50                 45
Total                                                                     3,184              3,181



Profit

                                                                          2002                2001
Unaudited                                                                   £m                  £m
Business segment
CHEP (before accounting harmonisation items)                               216                 234
Cleanaway                                                                   98                  91
Recall                                                                      40                  31
Industrial services                                                         31                  21
Regional businesses                                                         24                  34
Discontinued                                                                16                  42
Unallocated                                                               (14)                 (9)
Total                                                                      411                 444
CHEP accounting harmonisation items                                        (9)                   -
Goodwill amortisation                                                     (32)                (24)
Exceptional items                                                          (2)                (66)
Profit before interest and tax (2)                                         368                 354
Geographical origin (1)
Europe                                                                     241                 257
Americas                                                                    71                 110
Australia/New Zealand                                                       75                  63
Rest of world                                                               15                  14
Total                                                                      402                 444
Goodwill amortisation                                                     (32)                (24)
Exceptional items                                                          (2)                (66)
Profit before interest and tax                                             368                 354



(1) Including the CHEP accounting harmonisation items.  Excluding these items,
the geographical segments of 2002 are: Europe £228m;  Americas £97m;  
Australia/New Zealand £71m ; Rest of world £15m.

Brambles Industries Group
COMBINED SEGMENTAL ANALYSIS

For the year ended 30 June 2002



(2) Profit before interest and tax after charging goodwill amortisation and
exceptional items is analysed by business as follows: CHEP £205m (2001 - £233m);
Cleanaway £84m (2001 - £81m); Recall £29m (2001 - £24m); Industrial Services
£21m (2001 - £19m); Regional businesses £20m (2001 - £33m); Discontinued
operations £55m (2001 - £(29)m); Unallocated £(46)m (2001 - £(7)m); and by
region of origin as follows: Europe £290m (2001 - £244m); Americas £24m (2001 -
£72m); Australia/New Zealand £39m (2001 - £26m); Rest of world £15m (2001 -
£12m).



(3) Following the formation of the dual listed companies structure (DLC), the
Brambles Group activities were restructured along global business lines.  The
material business segments are Pallet and Container Pooling (CHEP), Waste
Management (Cleanaway), Information Management (Recall) and Industrial Services.



The remaining ongoing business segment 'Regional Businesses' covers Shipping,
Meineke, Interlake, TCR and Eurotainer.



The 'Discontinued' segment covers the businesses sold being Rail Division,
Equipment Division, Specialised Transport, Jardine and North West Shipping and
Gardner Perrott.



To enable meaningful comparison, the industry segmentation for 2002 has been
prepared to reflect discontinued operations.  The comparatives for 2001 have
been amended accordingly.




Net Assets

                                                                           2002               2001
Unaudited                                                                    £m                 £m
Business segment
CHEP                                                                      1,637              1,509
Cleanaway                                                                   672                619
Recall                                                                      276                241
Industrial services                                                         267                260
Regional businesses                                                         136                143
Discontinued                                                                  5                394
Unallocated                                                                (60)               (41)
Total                                                                     2,933              3,125
Geographical origin
Europe                                                                    1,569              1,532
Americas                                                                  1,064              1,216
Australia/New Zealand                                                       294                357
Rest of world                                                                66                 61
Unallocated                                                                (60)               (41)
Total                                                                     2,933              3,125
Segmented net assets                                                      2,933              3,125
Net debt                                                                (1,581)            (1,863)
Net tax liabilities                                                       (218)              (260)
Group net assets                                                          1,134              1,002





Brambles Industries Group
NOTES TO THE COMBINED FINANCIAL INFORMATION

For the year ended 30 June 2002



1. Basis of preparation

The Brambles Industries combined financial information (the combined financial
information) represents the combined businesses of Brambles Industries plc (BIP)
and Brambles Industries Limited (BIL) and encompasses their respective
subsidiaries, associates and joint ventures (the combined businesses).



The merger of the support services of GKN plc with BIL was completed on 7 August
2001.  The merger involved GKN plc separating its support services activities
from its engineering operations and placing them in a new company, BIP.  BIP and
BIL were then combined under a dual listed companies (DLC) structure (Combined
Brambles Group).



Financial information for BIP is presented on pages 26 to 29.  The combined
financial information has been presented in order to provide shareholders with a
fuller picture of the combined economic interests of the Combined Brambles
Group.  The combined financial information has been prepared under merger
accounting principles, as set out in Financial Reporting Standard (FRS) 6:
Acquisitions and Mergers.  Under merger accounting the results and cash flows of
BIP and BIL have been combined from the beginning of the financial period.  The
accounting policies of BIP and BIL are the same under UK Generally Accepted
Accounting Principles (GAAP).  A reconciliation to Australian GAAP is presented
in Note 6.



In accordance with merger accounting principles, the comparatives for the year
ended 30 June 2001 are presented as if the merger took place on the first day of
that accounting period.  The amounts are different to the pro forma comparatives
presented at the half year following a management review of the opening balances
on a merger accounting basis.



2. Principal accounting policies



The accounting policies adopted by Brambles Industries Group are consistent with
those detailed on pages 59 to 61 of the BIP Listing Particulars issued on 22
June 2001 other than the following:



(i) Tangible fixed assets and depreciation



Tangible fixed assets are stated at cost, net of depreciation and any provision
for impairment.  Depreciation is provided at rates calculated to write-off the
cost less estimated residual value on a straight-line or reducing balance basis
over their expected useful lives.



The carrying values of tangible fixed assets are subject to review and any
impairment charged to the profit and loss account.



Depreciation is charged in the financial statements so as to write-off all
tangible fixed assets, including landfill sites but excluding other freehold
land, during their expected useful lives.  Predominantly, the straight-line
method of calculation has been used except for landfills where the depreciation
is based on capacity used of the total capacity available.



The expected useful lives are generally:


Buildings                                                     50 years
Leasehold improvements                                     5-10 years
Plant and equipment                                        5-20 years



The Group reviewed its depreciation policy with respect to the pallet pool
during the period.  The financial effect of these changes is described in Note
5.



Brambles Industries Group
NOTES TO THE COMBINED FINANCIAL INFORMATION

For the year ended 30 June 2002



2. Principal accounting policies (continued)



(ii) Taxation

FRS 19: Deferred Tax has been adopted.  Previously, provision was made for
deferred tax to the extent that it was probable that a liability or asset would
crystallise.  The new policy is to provide for deferred tax on all timing
differences except those arising from the revaluation of fixed assets for which
there is no binding agreement to sell or on the undistributed profits of
overseas subsidiaries, associates and joint ventures.  Deferred tax is
calculated at the rates at which it is estimated the tax will arise.  The
deferred tax provision is not discounted to net present value.



(iii) Pensions



The Group has not fully implemented FRS 17: Retirement Benefits, taking
advantage of the transitional provisions within the standard which require
disclosure only of the impact of application.  The financial information
reflects the application of the pension accounting policy set out in the Listing
Particulars.



Valuations performed in accordance with FRS 17 would result in a gross deficit
of £55m on the Group's defined benefit pension funds, being £41m after taking
account of deferred tax.

Brambles Industries Group
NOTES TO THE COMBINED FINANCIAL INFORMATION

For the year ended 30 June 2002



3. Earnings per share



Earnings per share for 2002 is based on the earnings for the year of £174
million (2001 - £140 million) and calculated on the weighted average number of
1,687.0 million shares in issue and ranking for dividend (2001 - 1,680.3 million
shares).  Diluted earnings per share, which takes into account options over
shares, is calculated on the weighted average number of 1,690.3 million (2001 -
1,680.3 million) shares.



Earnings per share before goodwill amortisation, exceptional items and CHEP
accounting harmonisation items which the Directors consider gives a useful
additional indication of underlying performance, is calculated on the earnings
of the year adjusted as follows:
                                                            Earnings         Earnings per share
                                                   Year         Year        Year           Year
                                                  ended        ended       ended          ended
                                                30 June      30 June     30 June        30 June
                                                   2002         2001        2002           2001
                                                     £m           £m           p              p

Profit for the period                               174          140        10.3            8.3
Included in operating profit:
Goodwill amortisation                                32           24         1.9            1.5
Exceptional items                                     -           91           -            5.4
Non-operating exceptional items                       2         (25)         0.1            1.5
Taxation attributable to
exceptional items                                    11          (5)         0.7          (0.3)
Profit after tax before
goodwill amortisation and
exceptional items                                   219          225        13.0           13.4
Net impact of CHEP accounting
harmonisation items                                   5            -         0.3              -
Profit after tax before goodwill
amortisation, exceptional items and
CHEP accounting harmonisation items                 224          225        13.3           13.4






4. Exceptional items


                                                   Year         Year
                                                  ended        ended
                                                30 June      30 June
                                                   2002         2001
                                                     £m           £m
Operating exceptional items
Writedown of equipment division                       -         (91)
Non-operating exceptional items
Profit on sale of
discontinued operations                             105           25
Loss on sale of discontinued
operations                                         (75)            -
Net profit on sale of
discontinued operations                              30           25
Merger costs                                       (32)            -
Total                                               (2)         (66)
Tax on exceptional items                           (11)            5
Exceptional items after tax                        (13)         (61)



NOTES TO THE COMBINED FINANCIAL INFORMATION

For the year ended 30 June 2002



5. CHEP accounting harmonisation

During the first half of the year and following the merger of the ownership of
CHEP, a comprehensive management review was undertaken of the control and
accounting for pallets across the Group. This has resulted in a number of new
initiatives relating to the management of the pallet pool, notably in the
rapidly expanding North American market.  It has also provided an opportunity
for the different accounting practices relating to pallet depreciation and loss
provisioning, which varied across national pools and between countries, to be
standardised.



The accounting changes had no impact on the cash flow of the business as they
relate solely to the carrying value of different categories of pallets.

Depreciation



Depreciation was standardised across CHEP's global businesses.  A residual value
assessed at 25% of the original cost of a pallet has been introduced into the
depreciation calculation.  The 10-year life and straight-line depreciation
methodology was retained.



Coincidentally and in recognition of a customer preference for the block pallets
in the US, depreciation of the old pool of 13 million stringer pallets was
accelerated so as to depreciate fully this pool over a period of 5 years.



There were also 2.3 million stringer pallets awaiting repair which had not yet
been fully depreciated.  In view of the customer preference for block pallets,
these were uneconomical to repair and were written off.

Loss provisioning



It has always been CHEP's policy never to abandon its pallets and in order to
address a pallet build up with non participating distributors (NPDs), a number
of initiatives were put in place to facilitate their collection.



However, to reduce the attendant financial risk, some 3.8 million pallets which
were proving slow to return have been written down to a nominal value.



In order to standardise future loss provisioning globally, provisioning will be
based on physical audits and statistical sampling results from collection data
in each CHEP territory.



In this context, although lost pallets are normally the subject of claims for
compensation from customers it is more prudent not to include this factor in the
calculation of loss provisioning. This does not reflect any change of CHEP's
policy of always seeking compensation for the loss of its pallets and actual
compensations will be written back when they are received.

Financial effect



The net effect of the changes in depreciation and loss provisioning is reflected
in the results for the year ended 30 June 2002.
                                                      Total
                                                         £m
Ongoing adjustments
Depreciation harmonisation                               29
Accelerated depreciation on US stringer
pallets and increase in loss provisioning              (12)
One-off adjustments
Write-down of pallets at NPDs                          (15)
Write-off damaged US stringer pallets
and harmonise loss provisioning                        (11)
Total effect of accounting changes                      (9)

Brambles Industries Group

NOTES TO THE COMBINED FINANCIAL INFORMATION

For the year ended 30 June 2002


6. GAAP Reconciliation
year ended 30 June 2002

                                                                             GAAP adjustments in A$m
                                                       Treatment of
                                            UK      UK   Associates
                                          GAAP    GAAP    and Joint                DLC    LTIP              Total  AGAAP
                                         in £m  in A$m     Ventures  Goodwill    costs   costs   Other adjustment in A$m

TURNOVER (including share of joint       3,184   8,820            -         -        -       -       -         -   8,820
ventures and associates)

OPERATING PROFIT
Continuing operations before               376   1,039            -         -        -       4    (11)       (7)   1,032
goodwill
Goodwill                                  (32)    (87)            -      (22)        -       -      11      (11)    (98)
Continuing operations                      344     952            -      (22)        -       4       -      (18)     934
Discontinued                                16      44            -         -        -       -       -         -      44

GROUP OPERATING PROFIT                     360     996            -      (22)        -       4       -      (18)     978
Share of operating profit of joint           3       8          (8)         -        -       -       -       (8)       -
ventures
Share of operating profit of                 7      19          (1)         -        -       -       -       (1)      18
associates

TOTAL OPERATING PROFIT                     370   1,023          (9)      (22)        -       4       -      (27)     996
EXCEPTIONAL ITEMS
Profit on sale of discontinued              30      71            -        23        -       -       -        23      94
operations
Merger transaction costs                  (32)    (91)            -         -       85       -       -        85     (6)

PROFIT BEFORE INTEREST AND
TAXATION                                   368   1,003          (9)         1       85       4       -        81   1,084
Net interest payable                      (97)   (270)            4         -        -       -       5         9   (261)

PROFIT ON ORDINARY ACTIVITIES
BEFORE TAXATION                            271     733          (5)         1       85       4       5        90  823(i)
Tax on profit on ordinary                 (96)   (263)            5         -        -       -    (18)      (13)   (276)
activities

PROFIT ON ORDINARY ACTIVITIES
AFTER TAXATION                             175     470            -         1       85       4    (13)        77 547(ii)
Minority interests                         (1)     (2)            -         -        -       -       -         -     (2)

PROFIT ATTRIBUTABLE TO PARENT
COMPANIES' SHAREHOLDERS                    174     468            -         1       85       4    (13)        77     545



(i) ASX Release - Profit from ordinary activities before tax (items 1.5)

(ii) ASX Release - Net profit for the period attributable to members (item 1.11)





Brambles Industries Group
NOTES TO THE COMBINED FINANCIAL INFORMATION
For the year  ended 30 June 2001

6. GAAP Reconciliation (continued)
year ended 30 June 2001

                                                                          GAAP adjustments in A$m
                                                         Treatment of
                                           UK       UK     Associates                                               A
                                         GAAP     GAAP      and Joint                  DLC             Total     GAAP
                                        in £m   in A$m       Ventures    Goodwill    costs Other  adjustment   in A$m

TURNOVER (including share of joint
ventures and associates)                3,181    8,646              -           -        -     -           -    8,646

OPERATING PROFIT
Continuing operations before
goodwill
and exceptional items                     397    1,084              -           -        -   (6)         (6)    1,078
Goodwill                                 (24)     (64)              -        (33)        -     1        (32)     (96)
Exceptional items                        (91)    (246)              -          53        -   (2)          51    (195)
Continuing operations                     282      774              -          20        -   (1)          13      787
Discontinued                               42      112              -           -        -     -           -      112

GROUP OPERATING PROFIT                    324      886              -          20        -   (7)          13      899
Share of operating profit of joint          4        7            (7)           -        -     -         (7)        -
ventures
Share of operating profit of                1        3              4           -        -     -           4        7
associates

TOTAL OPERATING PROFIT                    329      896            (3)          20        -   (7)          10      906
EXCEPTIONAL ITEMS
Profit on sale of discontinued             25       67              -          10        -     -          10       77
operations
Merger transaction costs                    -        -              -           -     (83)     -        (83)     (83)

PROFIT BEFORE INTEREST AND
TAXATION                                  354      963            (3)          30     (83)   (7)        (63)      900
Net interest payable                    (106)    (288)              1           -        -     2           3    (285)

PROFIT ON ORDINARY ACTIVITIES
BEFORE TAXATION                           248      675            (2)          30     (83)   (5)        (60)   615(i)
Tax on profit on ordinary               (107)    (290)              2           -        -    20          22    (268)
activities

PROFIT ON ORDINARY ACTIVITIES
AFTER TAXATION                            141      385              -          30     (83)    15        (38)      347
Minority interests                        (1)      (2)              -           -        -     -           -      (2)

PROFIT ATTRIBUTABLE TO PARENT
COMPANIES' SHAREHOLDERS                   140      383              -          30     (83)    15        (38)  345(ii)



(i) ASX Release - Profit from ordinary activities before tax (items 1.5)

(ii) ASX Release - Net profit for the period attributable to members (item 1.11)




Brambles Industries plc



CONSOLIDATED PROFIT AND LOSS ACCOUNT

For the year ended 30 June 2002



                                                                                2002       2001
Unaudited                                                                         £m         £m
Turnover (including share of associates)                                       2,081      1,866
Less: share of associates                                                       (45)       (46)
Group turnover                                                                 2,036      1,820
Operating profit - continuing operations
Before goodwill amortisation                                                     245        290
Goodwill amortisation                                                           (15)         11
Group operating profit                                                           230        279
Share of associates                                                                4          5
Total operating profit                                                           234        284
DLC merger costs - continuing operations                                        (15)          -
Profit on ordinary activities before interest and tax                            219        284
Net interest payable                                                            (67)       (72)
Profit on ordinary activities before taxation                                    152        212
Tax on profit on ordinary activities                                            (52)       (74)
Profit on ordinary activities after taxation                                     100        318
Minority interest                                                               (46)       (65)
Profit attributable to the shareholders                                           54         73
Ordinary dividends paid and proposed                                            (52)       (23)
Retained profit taken to reserves                                                  2         50
Basic earnings per share                                                        7.5p      10.1p
Diluted earnings per share                                                      7.5p      10.1p







Brambles Industries plc

CONSOLIDATED BALANCE SHEET

As at 30 June 2002


                                                                                   2002       2001
Unaudited                                                                            £m         £m
FIXED ASSETS
Goodwill and intangible assets                                                      242        246
Tangible fixed assets and investments                                             1,833      1,684
                                                                                  2,075      1,930
CURRENT ASSETS
Stocks                                                                               19         18
Debtors - amounts falling due within one year                                       503        438
Cash at bank and in hand                                                             20         38
                                                                                    542        494
CREDITORS: amounts falling due within one year                                  (1,585)      1,464
NET CURRENT LIABILITIES                                                         (1,043)      (970)
Total assets less current liabilities                                             1,032        960
CREDITORS: amounts falling due after more than one year                           (201)      (185)
PROVISIONS FOR LIABILITIES AND CHARGES                                            (144)      (133)
NET ASSETS                                                                          687        642
CAPITAL AND RESERVES
Share capital                                                                        36         36
Share premium account                                                                50         50
Other reserves                                                                       81         82
Profit and loss account                                                             212        206
EQUITY SHAREHOLDERS' FUNDS                                                          379        374
EQUITY MINORITY INTERESTS                                                           308        268
                                                                                    687        642





Brambles Industries plc



STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES

For the year ended 30 June 2002



                                                                                         2002             2001
Unaudited                                                                                  £m               £m
Profit attributable to parent companies' shareholders                                      55               73
Exchange translation differences                                                            7                -
Total recognised gains and losses for the period                                           62               73

Note on prior period adjustment
Total recognised gains and losses related to the period as above                           62               73
Prior period adjustment                                                                  (85)                -
Total recognised gains and losses since last annual report                                 23               73



CONSOLIDATED CASH FLOW STATEMENT

For the year ended 30 June 2002

                                                                                         2002             2001
Unaudited                                                                                  £m               £m
Net cash inflow from operating activities                                                 447              439
Dividends received from joint ventures and associates                                       -                -
Interest received                                                                          13                2
Interest paid                                                                            (80)             (72)
Returns on investments and servicing of finance                                          (67)             (70)
Taxation                                                                                 (45)             (53)
Purchase of tangible fixed assets                                                       (434)            (514)
Proceeds from sale of tangible fixed assets                                                54               20
Investment loans and other financial investments                                          (3)             (16)
Dividends paid to minority shareholders in subsidiary undertakings                        (7)             (37)
Capital expenditure and financial investment                                            (390)            (547)
Purchase of subsidiary undertakings                                                       (5)             (44)
Merger costs paid                                                                        (13)                -
Acquisitions and disposals                                                               (18)             (44)
Equity dividends paid to shareholders                                                    (26)              (5)
Net cash outflow before management of liquid resources and
financing                                                                                (99)            (280)
Management of liquid resources                                                              -                -
Increase in borrowings                                                                     84              306
Financing                                                                                  84              306
Increase/(decrease) in cash                                                              (15)               26



Brambles Industries plc

NOTES TO THE FINANCIAL INFORMATION
For the year ended 30 June 2002



Basis of preparation

1. The formation of Brambles Industries plc (BIP) and the Combined Brambles
Group

BIP was incorporated on 3 January 2001.  On 7 August 2001, the support services
activities of GKN plc were transferred to BIP by way of a court approved
reduction of capital of GKN plc and the issue of 723,742,311 ordinary shares of
5p each in BIP to the shareholders of GKN plc as part of the combination
transaction.



The above transaction was accounted for as a Group reconstruction under merger
accounting principles.  The results and cash flows of the relevant entities are
combined from the beginning of the period in which the merger occurred and their
assets and liabilities combined at the amounts at which they were previously
recorded.



In preparing the BIP financial information, the results, cash flows and assets
and liabilities of the 50 per cent joint ventures (Joint Ventures) with BIL have
been included as subsidiary undertakings.  As a result of the DLC arrangements,
the Joint Ventures are managed on a unified basis and are therefore deemed to be
subsidiary undertakings of BIP.  The interests of BIL in the Joint Ventures have
been recognised as a minority interest.



In the opinion of the directors, the presentation of the BIP financial
information on its own would be insufficient for shareholders to understand the
full economic interests held through the DLC arrangements.  Therefore,
additional combined financial information for Brambles Industries Group has been
presented.



2. Basis of comparative financial information

The consolidated profit and loss account, consolidated cash flow statement and
consolidated balance sheet, for 30 June 2001 has been presented as if the merger
took place on the first day of that accounting period.



3. Accounting policies



The accounting policies adopted by BIP are set out in Note 2 to the combined
financial information.



4. Statutory financial statements



The BIP financial information and the combined financial information (together
the financial information), approved by the Board on 28 August 2002, does not
separately or together constitute the Company's statutory financial statements
for the years ended 30 June 2002 and 30 June 2001, nor have the auditors
reported on them.  The statutory accounts for the year ended 30 June 2002 will
be finalised on the basis of the financial information and will be delivered to
the Registrar of Companies in due course.






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