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Brambles Industries (BI.)

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Wednesday 26 February, 2003

Brambles Industries

Interim Results Part 4

Brambles Industries PLC
26 February 2003

PART 4

Brambles Industries Group



COMBINED PROFIT AND LOSS ACCOUNTS

For the six months ended 31 December 2002


                                                Six months ended 31/12/2002       Six months ended 31/12/2001
                                               Before                            Before
 Year ended                                   goodwill    Goodwill              goodwill    Goodwill
 30/6/2002                                       and         and       Total       and         and       Total
                                             exceptional exceptional           exceptional exceptional
                                                items       items                 items       items
 £ millions  Unaudited                       £ millions  £ millions      £     £ millions  £ millions      £
                                                                     millions                          millions

             TURNOVER (including share of
             joint ventures and associates)
      2,871  Continuing operations                1,453           -     1,453       1,407           -     1,407
        313  Discontinued operations                 21           -        21         212           -       212
      3,184                                       1,474           -     1,474       1,619           -     1,619
        (20) less: share of joint ventures          (15)          -       (15)        (12)          -       (12)
        (52) less: share of associates              (26)          -       (26)        (22)          -       (22)
      3,112  GROUP TURNOVER                       1,433           -     1,433       1,585           -     1,585

             OPERATING PROFIT
             Continuing operations before
             goodwill
        370  and exceptional items                  176           -       176         166           -       166
        (32) Goodwill amortisation                    -         (16)      (16)          -         (15)      (15)
          -  Exceptional items                        -          (2)       (2)          -         (23)      (23)
        338  Continuing operations                  176         (18)      158         166         (38)      128
         22  Discontinued operations                  2           -         2          19            -       19
        360  GROUP OPERATING PROFIT                 178         (18)      160         185         (38)      147

          3  Share of op. profit of joint             4           -         4           2           -         2
             ventures
          7  Share of op. profit of                   2           -         2           2           -         2
             associates
        370  TOTAL OPERATING PROFIT                 184         (18)      166         189         (38)      151

             EXCEPTIONAL ITEMS
         30  Profit on sale of discontinued           -          13        13           -         (35)      (35)
             ops.
        (32) Merger costs - continuing                -            -        -           -         (30)      (30)
             operations
             PROFIT BEFORE INTEREST AND
        368  TAXATION                               184          (5)      179         189        (103)       86

             Net interest payable:
        (96) Group                                  (41)          -       (41)        (51)          -       (51)
         (1) Share of Joint Ventures                 (1)          -        (1)         (1)          -        (1)
        (97)                                        (42)          -       (42)        (52)          -       (52)

        271  PROFIT ON ORDINARY ACTIVITIES          142          (5)      137         137        (103)       34
             BEFORE TAXATION
        (96) Tax on profit on ordinary              (45)         (2)      (47)        (35)         17       (18)
             activities
             PROFIT ON ORDINARY ACTIVITIES
        175  AFTER TAXATION                          97          (7)       90         102         (86)       16

         (1) Equity minority interests               (1)          -        (1)         (1)          -        (1)
             Profit attributable to parent
             companies'
        174  shareholders                            96          (7)       89         101         (86)       15
       (120) Equity dividends paid and              (60)          -       (60)        (59)          -       (59)
             proposed

         54  Transfer to combined reserves           36          (7)       29          42         (86)      (44)

       10.3  Basic earnings per share (p)           5.7        (0.4)      5.3         6.0        (5.1)      0.9
       10.3  Diluted earnings per share (p)         5.7        (0.4)      5.3         6.0        (5.1)      0.9




                                       20

Brambles Industries Group



COMBINED BALANCE SHEET

As at 31 December 2002


       At                                                                                At            At
    30/6/2002                                                                        31/12/2002    31/12/2001
   £ millions     Unaudited                                                          £ millions    £ millions

                  FIXED ASSETS
             479  Goodwill and intangible assets                                             490           483
           2,289  Tangible fixed assets                                                    2,294         2,384
           2,768                                                                           2,784         2,867
                  Investments
                  Joint ventures:
              59  Share of gross assets                                                       58            53
             (42) Share of gross liabilities                                                 (25)          (35)
              17                                                                              33            18
              47  Associates                                                                  34            29
              13  Other investments                                                           16            20
              77  Total investments                                                           83            67

           2,845  Total fixed assets                                                       2,867         2,934

                  CURRENT ASSETS
              34  Stocks                                                                      44            48
             765  Debtors                                                                    715           758
              53  Cash at bank and in hand                                                    68            83
             852                                                                             827           889
                  CREDITORS: amounts falling due within one year
             (85) Borrowings                                                                (122)          (83)
            (473) Creditors                                                                 (394)         (440)
            (147) Taxation and dividends payable                                            (117)         (142)
            (705)                                                                           (633)         (665)

             147  NET CURRENT ASSETS                                                         194           224

           2,992  Total assets less current liabilities                                    3,061         3,158

          (1,549) CREDITORS: amounts falling due beyond one year                          (1,634)       (1,872)
            (309) PROVISIONS FOR LIABILITIES AND CHARGES                                    (294)         (292)


           1,134  NET ASSETS                                                               1,133           994

                  CAPITAL AND RESERVES
             477  Share capital                                                              456           450
              50  Share premium account                                                       50            50
             108  Other reserves                                                              99           142
             494  Profit and loss account                                                    523           344
           1,129  Equity shareholders' funds                                               1,128           986
               5  Equity minority interests                                                    5             8

           1,134                                                                           1,133           994











                                       21

Brambles Industries Group



COMBINED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES

For the six months ended 31 December 2002


                                                                                     Six months    Six months
   Year ended                                                                           ended         ended
    30/6/2002                                                                        31/12/2002    31/12/2001
   £ millions     Unaudited                                                          £ millions    £ millions

             174  Profit attributable to parent companies' shareholders                       89            15
              46  Exchange translation differences                                           (31)           25
             220  Total recognised gains for the period                                       58            40

            (193) Prior year adjustment                                                        -           (93)
                  Total recognised gains and losses since
              27  last annual report                                                          58           (53)







RECONCILIATION OF MOVEMENTS IN COMBINED SHAREHOLDERS' FUNDS

For the six months ended 31 December 2002


                  Combined shareholders' funds at the
             993  beginning of the period                                                  1,129           993

             174  Profit attributable to parent companies' shareholders                       89            15
            (120) Ordinary dividends paid and proposed                                       (60)          (59)
              20  Issue of ordinary shares, net of expenses                                    1            12
              14  Reinstatement of goodwill due to sale of businesses                                        -
               2  Shares to be issued                                                          -             -
              46  Exchange translation difference                                            (31)           25

             136  Net increase in combined shareholders' funds                                (1)           (7)

           1,129  Combined shareholders' funds at the end of the period                    1,128           986






                                       22

Brambles Industries Group



COMBINED CASH FLOW STATEMENT

For the six months ended 31 December 2002


                                                                                     Six months    Six months
   Year ended                                                                           ended         ended
    30/6/2002                                                                        31/12/2002    31/12/2001
   £ millions     Unaudited                                                          £ millions    £ millions

             673  Net cash inflow from operating activities                                  258           264

               1  Dividends received from joint ventures and associates                        1             1

               5  Interest received                                                            2             2
             (99) Interest paid                                                              (43)          (47)
             (94) Returns on investments and servicing of finance                            (41)          (45)

             (97) Taxation paid                                                              (74)          (60)

            (557) Purchase of tangible fixed assets                                         (242)         (304)
              85  Proceeds from sale of tangible fixed assets                                 22            36
              (7) Investment loans and other financial investments                             1            (3)
            (479) Capital expenditure and financial investment                              (219)         (271)

             (34) Purchase of subsidiary undertakings                                        (43)          (24)
               -  Purchase of associates                                                      (1)            -
             (21) Merger costs paid                                                            -             -
               -  Net cash acquired with subsidiary undertakings                               2             -
             397  Sale of businesses                                                          39            97
               -  Sale of associates                                                           -             -
             342  Acquisitions and disposals                                                  (3)           73

                  Equity dividends paid to shareholders of the
             (98) parent companies                                                           (61)          (35)

                  Net cash inflow/(outflow) before management
             248  of liquid resources and financing                                         (139)          (73)

              (1) Management of liquid resources                                             (2)             -

              20  Net proceeds from share issues                                               1            12
            (278) Increase in borrowings                                                     143            92
              (5) Capital element of finance lease rentals                                    (1)           (1)
            (263) Financing                                                                  143           103

             (16) Increase / (decrease) in cash                                                2            30





                                       23

Brambles Industries Group



MOVEMENT IN COMBINED NET DEBT

For the six months ended 31 December 2002


                                                                                     Six months    Six months
Year ended                                                                              ended         ended
30/6/2002                                                                            31/12/2002    31/12/2001
£ millions        Unaudited                                                          £ millions    £ millions

   (16)           Increase / (decrease) in cash                                                2            30
   278            Decrease / (increase) in borrowings                                       (143)          (92)
     5            Capital element of finance lease rentals                                     1             1
    30            Currency variations                                                         38            66
     1            Increase in liquid resources                                                 2             -
   (16)           Other non cash charges                                                      (5)          (14)
     -            Subsidiaries acquired and sold                                              (2)            -

   282            Total inflow / (outflow)                                                  (107)           (9)

(1,863)           Net borrowings at beginning of period                                   (1,581)       (1,863)

(1,581)           Net borrowings at end of period                                         (1,688)       (1,872)





RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW
FROM OPERATING ACTIVITIES

For the six months ended 31 December 2002


   360            Group operating profit                                                     160           147
   346            Depreciation charge                                                        157           189
    32            Goodwill amortisation                                                       16            15
   (43)           Increase in working capital                                                (68)         (108)
     9            Increase / (decrease) in provisions                                        (21)            6
   (31)           Other                                                                       14            15

    673           Net cash inflow from operating activities                                  258           264


                                       24

Brambles Industries Group



COMBINED SEGMENTAL ANALYSIS

For the six months ended 31 December 2002


                                                                                     Six months    Six months
   Year ended                                                                           ended         ended
    30/6/2002                                                                        31/12/2002    31/12/2001
   £ millions     Unaudited                                                          £ millions    £ millions

                  Turnover - by Business segment
           1,202  CHEP                                                                       620           591
             984  Cleanaway                                                                  505           478
             229  Recall                                                                     118           107
             273  Industrial services                                                        137           134
             183  Regional businesses                                                         73            97
             313  Discontinued                                                                21           212
           3,184  Total                                                                    1,474         1,619

                  Turnover - by Geographical origin
           1,638  Europe                                                                     783           817
             952  Americas                                                                   426           495
             544  Australia / New Zealand                                                    235           284
              50  Rest of world                                                               30            23
           3,184  Total                                                                    1,474         1,619


                  Profit - by Business segment
             207  CHEP                                                                       103            84
              98  Cleanaway                                                                   50            51
              40  Recall                                                                      19            18
              31  Industrial services                                                         13            12
              18  Regional businesses                                                          6             9
              22  Discontinued                                                                 2            19
             (14) Unallocated                                                                 (9)           (4)
                  Operating profit before amortisation of goodwill
             402  and exceptional items                                                      184           189
             (32) Goodwill amortisation                                                      (16)          (15)
              (2) Exceptional items                                                           11           (88)
             368  Profit before interest and tax (1)                                         179            86

                  Profit - by Geographical origin
             225  Europe                                                                      85           122
              99  Americas                                                                    58            27
              63  Australia / New Zealand                                                     33            33
              15  Rest of world                                                                8             7
                  Operating profit before amortisation of goodwill
             402  and exceptional items                                                      184           189
             (32) Goodwill amortisation                                                      (16)          (15)
              (2) Exceptional items                                                           11           (88)
             368  Profit before interest and tax (1)                                         179            86



(1) Profit before interest and tax after charging goodwill amortisation and
exceptional items is analysed by business as follows: CHEP £101m (2001 - £83m);
Cleanaway £43m (2001- £44m); Recall £14m (2001 - £13m); Industrial Services £10m
(2001 - £10m); Regional businesses £4m (2001 - £8m); Discontinued operations
£16m (2001 - £(38)m); Unallocated £(9)m (2001 - £(34)m); and by region of origin
as follows: Europe £75m (2001 - £100m); Americas £53m (2001 - £(13)m); Australia
/ New Zealand £51m (2001 - £26m); Rest of world £9m (2001 - £7m); Unallocated 
£(9)m (2001 - £(34)m).





                                       25

Brambles Industries Group



COMBINED SEGMENTAL ANALYSIS (continued)

For the six months ended 31 December 2002



       At                                                                                At            At
    30/6/2002                                                                        31/12/2002    31/12/2001
   £ millions     Unaudited                                                          £ millions    £ millions

                  Net Assets - by Business segment
           1,637  CHEP                                                                     1,726         1,570
             672  Cleanaway                                                                  667           653
             276  Recall                                                                     311           270
             257  Industrial services                                                        233           246
             127  Regional businesses                                                        119           133
              24  Discontinued                                                                 4           253
             (60) Unallocated                                                                (59)          (13)
           2,933  Total                                                                    3,001         3,112

                  Net Assets - by Geographical origin
           1,569  Europe                                                                   1,606         1,638
           1,064  Americas                                                                 1,105         1,083
             294  Australia / New Zealand                                                    284           344
              66  Rest of world                                                               65            60
             (60) Unallocated                                                                (59)          (13)
           2,933  Total                                                                    3,001         3,112

           2,933  Segmented net assets                                                     3,001         3,112
          (1,581) Net debt                                                                (1,688)       (1,872)
           (218)  Net tax liabilities                                                       (180)         (246)
           1,134  Group net assets                                                         1,133           994





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



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





                                       26

Brambles Industries Group



NOTES TO THE COMBINED FINANCIAL INFORMATION

For the six months ended 31 December 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 activities 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).



The combined financial information has been prepared under merger accounting
principles, as set out in Financial Reporting Standard 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 were the same under UKGAAP.  A reconciliation to
Australian GAAP is presented in Note 7.



In accordance with merger accounting principles, the comparatives for the six
months ended 31 December 2001 and the twelve months ended 30 June 2002 are
presented as if the DLC merger took place on the first day of the accounting
periods presented.



The combined financial information for the six months ended 31 December 2001 has
been re-presented to make it consistent with the treatment of the CHEP
accounting harmonisation items in the 2002 Annual Report.  Further details on
this are set out in note 5.



Consolidated financial information for BIP is presented on pages Pg32 to Pg34.
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.



2.  Earnings per share



Earnings per share for 2002 is based on the earnings of the half year of £89
million (2001 - £15 million) and calculated on the weighted average number of
1,690.6 million shares in issue and ranking for dividend (2001 - 1,685.1 million
shares).  Diluted earnings per share, which takes into account options over
shares, is calculated on the weighted average number of 1,690.7 million (2001 -
1,689.9 million) shares.



Earnings per share before goodwill amortisation and exceptional 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       EPS                                               Earnings           Earnings per share
   Year        Year                                        Six months  Six months  Six months  Six months
   ended       ended                                          ended       ended       ended       ended
 30/6/2002   30/6/2002                                     31/12/2002  31/12/2001  31/12/2002  31/12/2001
£ millions     pence                                       £ millions  £ millions     pence       pence

       174        10.3  Profit for the period                      89          15         5.3         0.9
                        Included in operating profit:
        32         1.9  Goodwill amortisation                      16          15         0.9         0.9
         -           -  Exceptional items                           2          23         0.1         1.4
         2         0.1  Non-operating exceptional items           (13)         65        (0.7)        3.8
        11         0.7  Tax attributable to exceptional             2         (17)        0.1        (1.0)
                        items
                        Profit after tax before goodwill
       219        13.0  amortisation and exceptional items         96         101         5.7         6.0



                                       27

Brambles Industries Group



NOTES TO THE COMBINED FINANCIAL INFORMATION

For the six months ended 31 December 2002



3.  Exceptional items


                                                                                    Six months     Six months
   Year ended                                                                          ended          ended
   30/6/2002                                                                        31/12/2002     31/12/2001
   £ millions    Unaudited                                                          £ millions     £ millions

                 Operating exceptional items: *
              -  CHEP Europe reorganisation costs                                             (2)            -
              -  Writedown of equipment division                                               -           (23)

                 Non-operating exceptional items:
            105  Profit on sale of discontinued operations                                    21             -
            (75) Loss on sale of discontinued operations                                      (8)          (35)
             30  Net profit / (loss) on sale of discontinued operations                       13           (35)
            (32) Merger costs                                                                  -           (30)

             (2) Total exceptional items before tax                                           11           (88)

            (11) Tax on exceptional items                                                     (2)           17

            (13) Exceptional items after tax                                                   9           (71)



*  Refer Note 5.



4.  Dividend



An interim dividend of 3.757p per BIP share has been declared and will be paid
on 10 April 2003 to shareholders on the register at 21 March 2003.



5.  CHEP accounting harmonisation and exceptional items



The half year results to 31 December 2001 have been re-presented to reflect the
inclusion of CHEP accounting harmonisation in operating activities rather than
operating exceptional items, consistent with the 2002 Annual Report.



The post on-going harmonisation figures included with the LSE announcement dated
19 February 2003 are those used as prior year comparatives to explain trading
movements in the press release and analyst presentations.



6.  Contingent liabilities



The Group is in the process of agreeing completion accounts in respect of the
disposals of several businesses sold in current or prior periods.  The Group has
recognised the financial impact of the expected resolution of any outstanding
items on the basis of all information currently available.  Until these matters
are agreed, a contingent liability exists for any costs ultimately borne by the
Group in excess of the amounts provided at 31 December 2002.



Except for the above, there have been no other material changes in the
contingent liabilities of the Group.













                                       28

Brambles Industries Group



NOTES TO THE COMBINED FINANCIAL INFORMATION

For the six months ended 31 December 2002



7.  GAAP Reconciliation

Six months ended 31 December 2002




                                                   GAAP adjustments in A$ millions


                                                 Assoc.                         Total
                            UK GAAP   UK GAAP   and joint                      adjust     AGAAP
                           £ million A$ million ventures  Goodwill    Other    -ments   A$ million
TURNOVER (including share
of joint ventures and
associates)                  1,474      4,191         -         -         -         -      4,191

OPERATING PROFIT
Continuing operations
before
goodwill                       176        500         -         -         1         1        501
Goodwill amortisation          (16)       (46)        1        (9)        -        (8)       (54)
Exceptional items               (2)        (6)        -         -         -         -         (6)
Continuing operations          158        448         1        (9)        1        (7)       441
Discontinued                     2          6         -         -         1         1          7

GROUP OPERATING PROFIT         160        454         1        (9)        2        (6)       448
Share of operating profit
of joint
ventures                         4         12       (12)        -         -       (12)         -
Share of operating profit
of associates                    2          5         5         -         -         5         10

TOTAL OPERATING PROFIT         166        471        (6)       (9)        2       (13)       458

EXCEPTIONAL ITEMS
Profit on sale of
discontinued
operations                      13         35         -        (2)        -        (2)        33

PROFIT BEFORE INTEREST
AND TAXATION                   179        506        (6)      (11)        2       (15)       491
Net interest payable           (42)      (119)        2         -         -         2       (117)

PROFIT ON ORDINARY
ACTIVITIES BEFORE
TAXATION                       137        387        (4)      (11)        2       (13)   (a) 374
Tax on profit on ordinary
activities                     (47)      (134)        4         -         5         9       (125)

PROFIT ON ORDINARY
ACTIVITIES AFTER TAXATION       90        253         -       (11)        7        (4)       249
Minority interests              (1)        (1)        -         -         -         -         (1)

PROFIT ATTRIBUTABLE TO
PARENT COMPANIES'
SHAREHOLDERS                    89        252         -       (11)        7        (4)   (b) 248





(a)  ASX Release - Profit from ordinary activities before tax

(b)  ASX Release - Net Profit for the period attributable to members









                                       29

Brambles Industries Group



NOTES TO THE COMBINED FINANCIAL INFORMATION

For the six months ended 31 December 2002



7.  GAAP Reconciliation (continued)

Year ended 30 June 2002




                                                        GAAP adjustments in A$ millions


                                                Assoc.                                   Total
                            UK GAAP   UK GAAP  and joint              DLC               adjust     AGAAP
                           £ million    A$     ventures  Goodwill    costs     Other    -ments      A$
                                      million                                                     million
TURNOVER (including share
of joint ventures and
associates)                  3,184     8,820         -         -         -         -         -     8,820

OPERATING PROFIT
Continuing operations
before
goodwill                       370     1,021         -         -         -        (7)       (7)    1,014
Goodwill amortisation          (32)      (87)        -       (22)        -        11       (11)      (98)
Exceptional items                -         -         -         -         -         -         -         -
Continuing operations          338       934         -       (22)        -         4       (18)      916
Discontinued                    22        62         -         -         -         -         -        62

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

TOTAL OPERATING PROFIT         370     1,023        (9)      (22)        -         4       (27)      996

EXCEPTIONAL ITEMS
Profit on sale of
discontinued
operations                      30        71         -        23         -         -        23        94
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         9        90   (a) 823
Tax on profit on ordinary
activities                     (96)     (263)        5         -         -       (18)      (13)     (276)

PROFIT ON ORDINARY
ACTIVITIES AFTER TAXATION      175       470         -         1        85        (9)       77       547
Minority interests              (1)       (2)        -         -         -         -         -        (2)

PROFIT ATTRIBUTABLE TO
PARENT COMPANIES'
SHAREHOLDERS                   174       468         -         1        85        (9)       77   (b) 545





(a)  ASX Release - Profit from ordinary activities before tax

(b)  ASX Release - Net Profit for the period attributable to members







                                       30

Brambles Industries Group



NOTES TO THE COMBINED FINANCIAL INFORMATION

For the six months ended 31 December 2002



7.  GAAP Reconciliation (continued)

Pro Forma six months ended 31 December 2001


                                                        GAAP adjustments in A$ millions


                                                Assoc.                                   Total
                            UK GAAP   UK GAAP  and joint              DLC               adjust     AGAAP
                           £ million    A$     ventures  Goodwill    costs     Other    -ments      A$
                                      million                                                     million
TURNOVER (including share
of joint ventures and
associates)                  1,619     4,589         -         -         -         -         -     4,589

OPERATING PROFIT
Continuing operations
before
goodwill                       166       471         -         -         -        (6)       (6)      465
Goodwill amortisation          (15)      (45)        1       (10)        -         -        (9)      (54)
Exceptional items              (23)      (65)        -         5         -         -         5       (60)
Continuing operations          128       361         1        (5)        -        (6)      (10)      351
Discontinued                    19        53         -         -         -         1         1        54

GROUP OPERATING PROFIT         147       414         1        (5)        -        (5)       (9)      405
Share of operating profit
of joint
ventures                         2         6        (6)        -         -         -        (6)        -
Share of operating profit
of associates                    2         6         1         -         -         -         1         7

TOTAL OPERATING PROFIT         151       426        (4)       (5)        -        (5)      (14)      412

EXCEPTIONAL ITEMS
Profit on sale of
discontinued
operations                     (35)     (102)        -         -         -         -         -      (102)
Merger transaction costs       (30)      (84)        -         -        84         -        84         -

PROFIT BEFORE INTEREST
AND TAXATION                    86       240        (4)       (5)       84        (5)       70       310
Net interest payable           (52)     (147)        2         -         -         3         5      (142)

PROFIT ON ORDINARY
ACTIVITIES BEFORE
TAXATION                        34        93        (2)       (5)       84        (2)       75   (a) 168
Tax on profit on ordinary
activities                     (18)      (50)        2         -         -       (13)      (11)      (61)

PROFIT ON ORDINARY
ACTIVITIES AFTER TAXATION       16        43         -        (5)       84       (15)       64       107
Minority interests              (1)       (1)        -         -         -         -         -        (1)

PROFIT ATTRIBUTABLE TO
PARENT COMPANIES'
SHAREHOLDERS                    15        42         -        (5)       84       (15)       64   (b) 106





(a)  ASX Release - Profit from ordinary activities before tax

(b)  ASX Release - Net Profit for the period attributable to members







                                       31

Brambles Industries plc



CONSOLIDATED PROFIT AND LOSS ACCOUNT

For the six months ended 31 December 2002


                                                                                     Six months    Six months
   Year ended                                                                           ended         ended
   30/6/2002                                                                         31/12/2002    31/12/2001
   £ millions    Unaudited                                                           £ millions    £ millions

                 Turnover (including share of associates)
          2,081  - continuing operations                                                   1,065           977
            (45) less share of associates                                                    (25)          (22)

          2,036  Group Turnover                                                            1,040           955

                 Operating profit - continuing operations
            245  Before goodwill amortisation and exceptional items                          113           128
            (15) Goodwill amortisation                                                        (8)           (7)
              -  Exceptional items                                                            (3)          (25)
            230  Group operating profit                                                      102            96
              4  Share of associates - continuing operations                                   2             2

            234  Total operating profit                                                      104            98

            (15) DLC merger costs - continuing operations                                      -           (13)

            219  Profit on ordinary activities before interest and tax                       104            85

            (67) Net interest payable                                                        (33)          (35)

            152  Profit on ordinary activities before taxation                                71            50

            (52) Tax on profit on ordinary activities                                        (23)          (16)

            100  Profit on ordinary activities after taxation                                 48            34

            (46) Equity minority interest                                                    (21)          (27)

             54  Profit attributable to shareholders                                          27             7

            (52) Equity dividends paid and proposed                                          (25)          (25)

              2  Retained profit/(loss) taken to/(from) reserves                               2           (18)

           7.5p  Basic earnings per share                                                   3.7p          1.0p
           7.5p  Diluted earnings per share                                                 3.7p          1.0p




                                       32

Brambles Industries plc



CONSOLIDATED BALANCE SHEET

As at 31 December 2002


       At                                                                                At            At
    30/6/2002                                                                        31/12/2002    31/12/2001
   £ millions     Unaudited                                                          £ millions    £ millions

                  FIXED ASSETS
             242  Goodwill and intangible assets                                             239           241
           1,833  Tangible fixed assets and investments                                    1,888         1,752
           2,075                                                                           2,127         1,993

                  CURRENT ASSETS
              19  Stocks                                                                      28            18
             503  Debtors - amounts falling due within one year                              634           500
              20  Cash at bank and in hand                                                    31            32
             542                                                                             693           550

          (1,515) CREDITORS: amounts falling due within one year                          (1,735)       (1,465)

            (973) NET CURRENT LIABILITIES                                                 (1,042)         (915)

           1,102  Total assets less current liabilities                                    1,085         1,078

            (201) CREDITORS: amounts falling due after more than one year                   (179)         (226)
            (214) PROVISIONS FOR LIABILITIES AND CHARGES                                    (233)         (204)

             687  NET ASSETS                                                                 673           648

                  CAPITAL AND RESERVES
              36  Share capital                                                               36            36
              50  Share premium account                                                       50            50
              81  Other reserves                                                              82            94
             212  Profit and loss account                                                    205           198
             379  Equity shareholders' funds                                                 373           378
             308  Equity minority interests                                                  300           270
             687                                                                             673           648



                                       33

Brambles Industries plc



CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES

For the six months ended 31 December 2002


                                                                                     Six months    Six months
   Year ended                                                                           ended         ended
   30/6/2002                                                                         31/12/2002    31/12/2001
   £ millions    Unaudited                                                           £ millions    £ millions

             54  Profit attributable to parent companies' shareholders                        27             7
              3  Exchange translation differences                                             (8)           10
             57  Total recognised gains and losses for the period                             19            17

            (85) Prior period adjustment                                                       -           (85)
                 Total recognised gains and losses since last
            (28) annual report                                                                19           (68)





CONSOLIDATED CASH FLOW STATEMENT

For the six months ended 31 December 2002




            447  Net cash inflow from operating activities                                   179           213

             13  Interest received                                                             6             3
            (80) Interest paid                                                               (37)          (36)
            (67) Returns on investments and servicing of finance                             (31)          (33)

            (45) Taxation paid                                                               (24)          (30)

           (434) Purchase of tangible fixed assets                                          (201)         (248)
             54  Proceeds from sale of tangible fixed assets                                   7            25
             (3) Investment loans and other financial investments                              -             -
                 Dividends paid to minority shareholders in
             (7) subsidiary undertakings                                                     (26)           (7)
           (390) Capital expenditure and financial investment                               (220)         (230)

             (5) Purchase of subsidiary undertakings                                          (2)           (2)
            (13) Merger costs paid                                                             -           (13)
            (18) Acquisitions and disposals                                                   (2)          (15)

            (26) Equity dividends paid to shareholders                                       (26)            -


            (99) Net cash outflow before management of                                      (124)          (95)
                 liquid resources and financing

              -  Management of liquid resources                                                 -            -

             84  Increase in borrowings                                                      125           107
             84  Financing                                                                   125           107

            (15) Increase/(decrease) in cash                                                   1            12









                                       34

Brambles Industries plc



NOTES TO THE BRAMBLES INDUSTRIES PLC FINANCIAL INFORMATION

For the six months ended 31 December 2002



1.   Basis of preparation



Brambles Industries plc 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 financial information, the results, 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.



The consolidated profit and loss account, consolidated cash flow statement, and
consolidated balance sheet for 31 December 2001 and 30 June 2002 have been
presented as if the merger took place on the first day of each of the accounting
periods presented.



2.   Accounting policies



The interim report for the period ended 31 December 2002 has been prepared on
the basis of the accounting policies set out in the 2002 Annual Report and
Accounts.



3.   Combined financial information



The combined financial information presented on pages Pg20 to Pg28 forms part of
the notes to the financial information for BIP.  The DLC structure unites the
economic interests of BIP and BIL shareholder groups.  The directors consider
that to provide a true and fair view of the impact of the DLC arrangements on
BIP it is necessary to provide combined financial information of the combined
businesses of BIP and BIL under merger accounting principles.



4.   Status of financial information



The figures included within the financial information for the year ended 30 June
2002 (which do not constitute statutory accounts within the meaning of Section
240 of the Companies Act 1985) have been extracted from the Annual Report and
Accounts which have been filed with the Registrar of Companies.  The auditors'
opinion on those accounts was unqualified and did not contain a statement under
section 237 of the Companies Act 1985.



The interim financial information was approved by the board of directors on 26
February 2003.  It is unaudited but has been reviewed by the auditors.




                                       35

INDEPENDENT REVIEW REPORT TO THE DIRECTORS OF BRAMBLES INDUSTRIES PLC



Introduction



We have been instructed by the company to review the financial information which
comprises the consolidated profit and loss account, the consolidated balance
sheet, the consolidated statement of total recognised gains and losses, the
consolidated cash flow statement and the related notes, including the combined
financial information. We have read the other information contained in the
interim report and considered whether it contains any apparent misstatements or
material inconsistencies with the financial information.



Directors' responsibilities



The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by the directors. The directors are
responsible for preparing the interim report in accordance with the Listing
Rules of the Financial Services Authority which require that the accounting
policies and presentation applied to the interim figures should be consistent
with those applied in preparing the preceding annual accounts except where any
changes, and the reasons for them, are disclosed.



Review work performed



We conducted our review in accordance with guidance contained in Bulletin 1999/4
issued by the Auditing Practices Board for use in the United Kingdom. A review
consists principally of making enquiries of group management and applying
analytical procedures to the financial information and underlying financial data
and, based thereon, assessing whether the accounting policies and presentation
have been consistently applied unless otherwise disclosed. A review excludes
audit procedures such as tests of controls and verification of assets,
liabilities and transactions. It is substantially less in scope than an audit
performed in accordance with United Kingdom Auditing Standards and therefore
provides a lower level of assurance than an audit. Accordingly we do not express
an audit opinion on the financial information. This report, including the
conclusion, has been prepared for and only for the company for the purpose of
the Listing Rules of the Financial Services Authority and for no other purpose.
We do not, in producing this report, accept or assume responsibility for any
other purpose or to any other person to whom this report is shown or into whose
hands it may come save where expressly agreed by our prior consent in writing.



Review conclusion



On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended 31 December 2002.



PricewaterhouseCoopers
Chartered Accountants
London
26 February 2003

                                       36


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