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Brambles Industries (BI.)

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Tuesday 02 September, 2003

Brambles Industries

Final Results - Part 4

Brambles Industries PLC
01 September 2003


Brambles


COMBINED PROFIT AND LOSS ACCOUNT
for the year ended 30 June 2003

                          Year ended 30 June 2003                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
                      £ millions    £ millions   £ millions   £ millions    £ millions    £millions
                     ------------------------------------------------------------------------------------
TURNOVER (including
share of
joint ventures and
associates)
Continuing                 2,909             -      2,909         2,780             -      2,780
operations
Discontinued                  88             -         88           404             -        404
operations
                          -------------------------------------------------------------------------------
                           2,997             -      2,997         3,184             -      3,184
Less: share of joint         (31)            -        (31)          (20)            -        (20)
ventures
Less: share of               (51)            -        (51)          (52)            -        (52)
associates
                          -------------------------------------------------------------------------------
GROUP TURNOVER             2,915             -      2,915         3,112             -      3,112

OPERATING PROFIT
Continuing
operations before
goodwill
amortisation and             347             -        347           361             -        361
exceptional items
Goodwill                       -           (34)       (34)            -           (32)       (32)
amortisation
Exceptional items              -           (59)       (59)            -             -          -
                          -------------------------------------------------------------------------------
Continuing                   347           (93)       254           361           (32)       329
operations
Discontinued                  10             -         10            31             -         31
operations 
                          -------------------------------------------------------------------------------
GROUP OPERATING              357           (93)       264           392           (32)       360
PROFIT

Share of op. profit            7             -          7             3             -          3
of joint ventures
Share of op. profit            5             -          5             7             -          7
of associates 
                          -------------------------------------------------------------------------------
TOTAL OPERATING              369           (93)       276           402           (32)       370
PROFIT

EXCEPTIONAL ITEMS
Net (loss)/profit on           -            (1)        (1)            -            30         30
sale of discontinued
operations
DLC costs -                    -            (2)        (2)            -           (32)       (32)
continuing                
operations
                           ------------------------------------------------------------------------------
PROFIT BEFORE
INTEREST AND
TAXATION                     369           (96)       273           402           (34)       368

Net interest
payable:
Group                        (81)            -        (81)          (96)            -        (96)
Share of joint                (2)            -         (2)           (1)            -         (1)
ventures
                          -------------------------------------------------------------------------------
                             (83)            -        (83)          (97)            -        (97)
                          -------------------------------------------------------------------------------
PROFIT ON ORDINARY
ACTIVITIES
BEFORE TAXATION              286           (96)       190           305           (34)       271
Tax on profit on             (91)           19        (72)          (85)          (11)       (96)
ordinary                  
activities
                          -------------------------------------------------------------------------------
PROFIT ON ORDINARY
ACTIVITIES
AFTER TAXATION               195           (77)       118           220           (45)       175
Equity minority               (1)            -         (1)           (1)            -         (1)
interests
                          -------------------------------------------------------------------------------
PROFIT ATTRIBUTABLE
TO PARENT
COMPANIES'                   194           (77)       117           219           (45)       174
SHAREHOLDERS
Equity dividends            (127)            -       (127)         (120)            -       (120)
paid and proposed
                          -------------------------------------------------------------------------------

Transfer (from)/to            67           (77)       (10)           99           (45)        54
combined reserves 
                          -------------------------------------------------------------------------------

Basic earnings per          11.5                      6.9          13.0                     10.3
share (pence)
Diluted earnings per        11.5                      6.9          13.0                     10.3
share (pence)
                          -------------------------------------------------------------------------------




                                       19

Brambles


COMBINED BALANCE SHEET
as at 30 June 2003

                                                            2003        2002
                                                         £ millions  £ millions
                                                         -----------------------

FIXED ASSETS
Intangible assets                                              507         479
Tangible assets                                              2,392       2,259
                                                         -----------------------
                                                             2,899       2,738
                                                         -----------------------
Investments
Joint ventures:
Share of gross assets                                           81          59
Share of gross liabilities                                     (42)        (42)
                                                         -----------------------
                                                                39          17
Associates                                                      21          47
Other investments                                               14          13
                                                         -----------------------
Total investments                                               74          77
                                                         -----------------------

Total fixed assets                                           2,973       2,815
                                                         -----------------------

CURRENT ASSETS
Stocks                                                          32          34
Debtors                                                        697         765
Cash at bank and in hand                                        45          53
                                                         -----------------------
                                                               774         852
                                                         -----------------------
CREDITORS: amounts falling due within one year:
Borrowings                                                     (49)        (85)
Creditors                                                     (500)       (564)
Taxation and dividends payable                                (106)       (147)
                                                         -----------------------
                                                              (655)       (796)
                                                         -----------------------
NET CURRENT ASSETS                                             119          56
                                                         -----------------------
Total assets less current liabilities                        3,092       2,871

CREDITORS: amounts falling due beyond one year -            (1,603)     (1,549)
borrowings
Provisions for liabilities and charges                        (299)       (188)
                                                         -----------------------

NET ASSETS                                                   1,190       1,134
                                                         -----------------------

CAPITAL AND RESERVES
Share capital                                                  527         477
Share premium account                                           50          50
Other reserves                                                  83         108
Combined profit and loss account                               525         494
                                                         -----------------------
Equity shareholders' funds                                   1,185       1,129
Equity minority interests                                        5           5
                                                         -----------------------

                                                             1,190       1,134
                                                         -----------------------










                                       20

Brambles


COMBINED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
for the year ended 30 June 2003

                                                          2003          2002
                                                       £ millions    £ millions
                                                       -------------------------
Profit attributable to parent companies' shareholders         117          174
Exchange translation differences                               60           46
                                                       -------------------------

Total recognised gains since last Annual Report               177          220
                                                       -------------------------




RECONCILIATION OF MOVEMENTS IN COMBINED SHAREHOLDERS' FUNDS
for the year ended 30 June 2003

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

Profit attributable to parent companies' shareholders            117       174
Ordinary dividends paid and proposed                            (127)     (120)
Issue of ordinary shares, net of expenses                          2        20
Reinstatement of goodwill due to sale of businesses                2        14
Shares to be issued                                                2         2
Exchange translation difference - Brambles Industries             48         -
Limited share capital
Exchange translation difference - other                           12        46
                                                       -------------------------

Net increase in combined shareholders' funds                      56       136
                                                       -------------------------

Combined shareholders' funds at the end of the period          1,185     1,129
                                                       -------------------------














                                       21

Brambles


COMBINED CASH FLOW STATEMENT
for the year ended 30 June 2003

                                                           2003         2002
                                                        £ millions   £ millions
                                                       -------------------------

Net cash inflow from operating activities                     684          673
                                                       -------------------------

Dividends received from joint ventures and associates           7            1
                                                       -------------------------

Interest received                                               4            5
Interest paid                                                 (83)         (99)
Interest element of finance lease rentals                      (1)           -
                                                       -------------------------
Returns on investments and servicing of finance               (80)         (94)
                                                       -------------------------

Taxation paid                                                (131)         (97)
                                                       -------------------------

Purchase of tangible fixed assets                            (456)        (557)
Proceeds from sale of tangible fixed assets                    45           85
Investment loans and other financial investments                2           (7)
                                                       -------------------------
Capital expenditure and financial investment                 (409)        (479)
                                                       -------------------------

Purchase of subsidiary undertakings                          (106)         (34)
Net cash acquired with subsidiary undertakings                  3            -
DLC costs paid                                                  -          (21)
Sale of businesses                                             50          397
                                                        ------------------------
Acquisitions and disposals                                    (53)         342
                                                        ------------------------

Equity dividends paid to shareholders of the
parent companies                                             (125)         (98)
                                                        ------------------------

Net cash (outflow)/inflow before management
of liquid resources and financing                            (107)         248
                                                        ------------------------

Management of liquid resources                                 (1)          (1)
                                                        ------------------------

Net proceeds from share issues                                  2           20
Increase/(decrease) in borrowings                             118         (278)
Capital element of finance lease rentals                       (6)          (5)
                                                        ------------------------
Financing                                                     114         (263)
                                                        ------------------------

Increase/(decrease) in cash                                     6          (16)
                                                        ------------------------










                                       22

Brambles


MOVEMENT IN COMBINED NET DEBT
for the year ended 30 June 2003

                                                        2003            2002
                                                     £ millions      £ millions
                                                     ---------------------------
Increase/(decrease) in cash                                  6             (16)
(Increase)/decrease in borrowings                         (118)            278
Capital element of finance lease rentals                     6               5
Currency variations                                         51              30
Increase in liquid resources                                (1)              1
Other non-cash changes                                      35             (16)
Subsidiaries acquired and sold                              (5)              -
                                                     ---------------------------

Total movement                                             (26)            282
                                                     ---------------------------

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

Net borrowings at end of period                         (1,607)         (1,581)
                                                     ---------------------------



RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW
FROM OPERATING ACTIVITIES
for the year ended 30 June 2003

Group operating profit                                        264          360
Depreciation charge                                           316          346
Goodwill amortisation                                          34           32
Decrease/(increase) in working capital                         27          (43)
Increase in provisions                                          1            9
Other                                                          42          (31)
                                                     ---------------------------

Net cash inflow from operating activities                     684          673
                                                     ---------------------------













                                       23

Brambles


COMBINED SEGMENTAL ANALYSIS
for the year ended 30 June 2003



                                                    Comparable
                                                    operating
                            Turnover                 profit*          Net assets
                             2003       2002       2003       2002       2003        2002
                       £ millions £ millions £ millions £ millions £ millions  £ millions           
                       -----------------------------------------------------------------
By business segment
CHEP                      1,284      1,202        199        207      1,681      1,637
Cleanaway                   964        916         96         97        675        668
Recall                      258        229         49         40        335        276
Brambles Industrial         282        273         28         31        241        256
Services
Regional Businesses         121        160          4         10        108        114
Corporate                     -          -        (17)       (14)       (75)       (60)
                       -----------------------------------------------------------------
Total continuing          2,909      2,780        359        371      2,965       2,891
businesses

Discontinued operations      88        404         10         31        (14)        42
                       -----------------------------------------------------------------
Total                     2,997      3,184        369        402      2,951      2,933
                       -----------------------------------------------------------------

By geographic origin
Europe                    1,597      1,638        181        225      1,576      1,569
Americas                    861        952        104         99      1,076      1,064
Australia/New Zealand       473        544         68         63        306        294
Rest of the World            66         50         16         15         68         66

Corporate                     -          -          -          -        (75)       (60)
                       -----------------------------------------------------------------
Total                      2,997      3,184        369        402      2,951      2,933
                       -----------------------------------------------------------------
Total segmented                                                        2,951      2,933
net assets

Net debt                                                             (1,607)    (1,581)
Net tax liabilities                                                    (154)      (218)
                                                                     --------------------
Total net assets                                                      1,190      1,134
                                                                     --------------------



* Comparable operating profit is profit before interest, tax, goodwill
amortisation and exceptional items (EBITA before exceptionals). The difference
between comparable operating profit and profit before interest and tax is due to
goodwill amortisation and exceptional items.  Goodwill amortisation by segment
is CHEP £1 million (2002: £1 million), Cleanaway £15 million (2002: £14
million), Recall £12 million (2002: £10 million), Brambles Industrial Services
£4 million (2002: £4 million), Regional Businesses £2 million (2002: £2
million), Discontinued operations nil (2002: £1 million).  Exceptional items by
segment are CHEP £(50) million (2002: nil), Cleanaway £(5) million (2002: nil),
Brambles Industrial Services £(1) million (2002: nil), Regional Businesses £(2)
million (2002: nil), Corporate £(2) million (2002: £(32) million), Discontinued
£(2) million (2002: £30 million).










                                       24

Brambles


COMBINED SEGMENTAL ANALYSIS (continued)
for the year ended 30 June 2003


                             Profit before interest and
                             tax (after goodwill
                             amortisation and                 Non-operating
                             exceptional items)               exceptionals
                                   2003          2002          2003         2002
                             £ millions    £ millions    £ millions   £ millions
                             ---------------------------------------------------
By business segment
CHEP                                 148           206           -           -
Cleanaway                             76            83           -           -
Recall                                37            30           -           -
Brambles Industrial Services          23            27           -           -
Regional Businesses                    -             8           -           -
Corporate                            (19)          (46)         (2)        (32)
                             ---------------------------------------------------
Total continuing                     265           308          (2)        (32)
businesses

Discontinued operations                8            60          (1)         30
                             ---------------------------------------------------
Total                                273           368          (3)         (2)
                             ---------------------------------------------------

By geographic origin
Europe                                85           290         (19)         70
Americas                              90            24           1         (37)
Australia/New Zealand                 82            39          15         (35)
Rest of the World                     16            15           -           -
                             ---------------------------------------------------
Total                                273           368          (3)         (2)
                             ---------------------------------------------------



Brambles' activities are structured along global business lines.  The material
business segments are Pallet and Container Pooling (CHEP), Waste Management
(Cleanaway), Information Management (Recall) and Brambles Industrial Services.
The Regional Businesses segment comprises Interlake, TCR and Eurotainer.


The 'Discontinued' segment comprises, for 2003, Heavy Contracting, FM Repairs
and Maintenance, Shipping and Meineke and for 2002 also includes Rail Division,
Equipment Division, Specialised Transport, Jardine and North West Shipping and
Gardner Perrott.  Some elements of revenues and profit from ordinary activities
arising from disposals are subject to finalisation of completion accounts.


To enable meaningful comparison, the industry segmentation for 2003 has been
prepared to reflect discontinued operations.  The comparatives for 2002 have
been amended accordingly.  The impact of redefining the business segments
previously published for 2002 is as follows:  (i) Turnover - Cleanaway £(68)
million; Brambles Industrial Services £(12) million; Regional Businesses £(63)
million; Discontinued £143 million; and (ii) Operating profit - Cleanaway £(1)
million; Regional Businesses £(14) million; Discontinued £15 million.

















                                       25

Brambles


NOTES TO THE COMBINED FINANCIAL INFORMATION
for the year ended 30 June 2003


1.  Basis of preparation


Brambles 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).  This structure unites the economic
interests of the two shareholder groups.


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.  It 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 2002 financial year.  The accounting
policies of BIP and BIL were the same under UKGAAP.  A reconciliation to AGAAP
is presented in Note 9.


Consolidated financial information for BIP is presented on pages 31 to 34.


2.  Accounting policies

The preliminary results for the year ended 30 June 2003 have been prepared on
the basis of the accounting policies set out in the 2002 Annual Report and
Accounts.


3.  Earnings per share

Earnings per share for 2003 is based on the earnings of the year of £117 million
(2002: £174 million) and calculated on the weighted average number of 1,690.6
million shares in issue and ranking for dividend (2002: 1,687.0 million shares).
Diluted earnings per share, which takes into account options over shares, is
calculated on the weighted average number of 1,690.9 million (2002: 1,690.3
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         Earnings per share
                                        2003         2002       2003       2002
                                     £ millions   £ millions    pence     pence
                                     -------------------------------------------
                                    

Profit for the period                      117         174       6.9      10.3
Included in operating profit:
- Goodwill amortisation                     34          32       2.0       1.9
- Exceptional items                         59           -       3.5         -
Non-operating exceptional items              3           2       0.2       0.1
Tax attributable to exceptional            (19)         11      (1.1)      0.7
items 
                                     -------------------------------------------
Profit after tax before goodwill
amortisation and exceptional items         194         219      11.5      13.0
                                     -------------------------------------------









                                       26

Brambles


NOTES TO THE COMBINED FINANCIAL INFORMATION
for the year ended 30 June 2003


4.  Exceptional items

                                                           2003         2002
                                                        £ millions   £ millions
                                                       -------------------------

Operating exceptional items: 1
- Reorganisation costs                                        (59)           -
                                                       -------------------------

Non-operating exceptional items:
- Profit on sale of discontinued operations                    23          105
- Loss on sale of discontinued operations                     (24)         (75)
                                                       -------------------------
Net (loss)/profit on sale of discontinued operations           (1)          30
DLC merger costs                                               (2)         (32)
                                                       -------------------------
                                                               (3)          (2)
                                                       -------------------------
Total exceptional items before tax                            (62)          (2)
                                                       -------------------------

Tax on exceptional items:
- Operating exceptional items                                  18            -
- Non-operating exceptional items
- Profit on sale of discontinued operations                    (2)         (28)
- Loss on sale of discontinued operations                       2           17
- DLC merger costs                                              1            -
                                                        ------------------------
Total tax on exceptional items                                 19          (11)
                                                        ------------------------

Exceptional items after tax                                   (43)         (13)
                                                        ------------------------


1  These costs principally comprise redundancy costs, pallet writedowns and
other related costs in CHEP Europe (£50 million) and restructuring costs in
Cleanaway Germany (£5 million).


5.  Equity dividends


A second interim dividend of 4.053 pence per BIP share has been declared and
will be paid on 9 October 2003 to shareholders on the register at 19 September
2003.

                                                              2003       2002
                                                          £ millions  £ millions
                                                          ----------------------
Brambles Industries plc:
- Interim paid 3.757 pence per share (2002: 3.590 pence)        27         26

- Second interim declared 4.053 pence per share (2002:          29         26
3.577 pence)                                              ----------------------
                                                                56         52
                                                          ----------------------
Brambles Industries Limited:
- Interim paid 10.0 cents per share (2002: 10.0 cents)          32         33
- Final declared 10.0 cents per share (2002: 10.0 cents)        39         35
                                                          ----------------------
                                                                71         68
                                                          ----------------------
                                                               127        120
                                                          ----------------------










                                       27

Brambles


NOTES TO THE COMBINED FINANCIAL INFORMATION
for the year ended 30 June 2003


6.  Harmonisation of CHEP pallet accounting in 2002


The results for the year ended 30 June 2002 reflect the impact of the
harmonisation of accounting in CHEP.  The net negative impact of the
harmonisation on operating profit and on profit before tax was £9 million and
included a one-off charge of £21 million.



7.  Tax on profit on ordinary activities

                                                            2003         2002
                                                         £ millions   £ millions
                                                         -----------------------
Current taxation:
- UK corporation tax charge for the year                        18          26
- Adjustments in respect of prior periods                       (1)          -
- Overseas taxation charge
- Corporation tax                                               56          58
- Adjustments in respect of prior periods                       (2)          -
- Joint ventures                                                 1           1
- Associates                                                     2           1
                                                         -----------------------
Total current taxation                                          74          86

Deferred taxation:
- Origination and reversal of timing differences               (10)         10
- Adjustments in respect of prior periods                        8           -
                                                         -----------------------
Tax on profit on ordinary activities                            72          96
                                                         -----------------------

The actual current tax charge differs from the UK standard rate of 30% for the
reasons set out below:

Profit on ordinary activities before taxation                  190         271
                                                         -----------------------
Tax on profit on ordinary activities at standard                57          81
rate

Factors affecting charge:
- Capital allowances in excess of depreciation                 (30)        (30)
- Change in provisions                                          (3)         (1)
- Other timing differences                                      14           -
- Other net expenses not deductible for tax purposes            10          17
- Non-taxable profit on sale of assets                          (3)          -
- Foreign tax charged at different rates                         5           6
- Utilisation of tax losses brought forward                     (1)         (3)
- Unrelieved tax losses carried forward                         28          21
- Adjustments to tax charge in respect of prior periods         (3)         (5)
                                                          ----------------------
                                                                74          86
                                                          ----------------------


8.  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 30 June 2003.


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





                                       28

Brambles


NOTES TO THE COMBINED FINANCIAL INFORMATION
for the year ended 30 June 2003


9.  GAAP Reconciliation
Year ended 30 June 2003

                                    GAAP adjustments in A$ millions
                                    -------------------------------

                          2003     2003   Assoc.                          Total     2003
                       UK GAAP   UK       and                            adjust   AGAAP
                                 GAAP     joint
                            £m   A$m      ventures   Goodwill   Other    -ments   A$m
                        ----------------------------------------------------------------
TURNOVER (including
share of joint
ventures and associates) 2,997    8,141          -          -        -        -    8,141

                        ----------------------------------------------------------------

OPERATING PROFIT
Continuing operations
before goodwill            347      943          -          -        5        5      948
amortisation
Goodwill amortisation      (34)     (92)         2        (21)       -      (19)    (111)

Exceptional items          (59)    (146)         -          -        -        -     (146)
                        ----------------------------------------------------------------
Continuing operations      254      705          2        (21)       5      (14)     691
Discontinued operations     10       25          -          -        -        -       25
                        ----------------------------------------------------------------

GROUP OPERATING PROFIT     264      730          2        (21)       5      (14)     716
Share of operating
profit of joint ventures     7       19         (9)         -        -       (9)      10                       
Share of operating
profit of associates         5       14         (6)         -        -       (6)       8
                        ----------------------------------------------------------------

TOTAL OPERATING 
PROFIT                     276      763        (13)       (21)       5      (29)     734


EXCEPTIONAL ITEMS
DLC costs                   (2)      (4)         -          -        -        -       (4)
Other                       (1)      (1)         -          -        -        -       (1)
                        ----------------------------------------------------------------

PROFIT BEFORE INTEREST
AND TAXATION               273      758        (13)       (21)       5      (29)     729
Net interest payable       (83)    (226)         5          -        -        5     (221)
                        ----------------------------------------------------------------

PROFIT ON ORDINARY
ACTIVITIES BEFORE
TAXATION                   190      532         (8)       (21)       5      (24)     508
Income tax expense         (72)    (197)         8          2       12       22     (175)
                        ----------------------------------------------------------------

PROFIT ON ORDINARY
ACTIVITIES AFTER
TAXATION                   118      335          -        (19)      17       (2)     333
Minority interests          (1)      (3)         -          -        -        -       (3)
                        ----------------------------------------------------------------

PROFIT ATTRIBUTABLE
TO PARENT COMPANY
SHAREHOLDERS               117      332          -        (19)      17       (2)     330
                        ----------------------------------------------------------------



                                       29

Brambles Industries plc


NOTES TO THE COMBINED FINANCIAL INFORMATION
for the year ended 30 June 2003


9.  GAAP Reconciliation (continued)

Year ended 30 June 2002

            GAAP adjustments in A$ millions
            -------------------------------
                         2002     2002   Assoc.                                 Total     2002
                       UK       UK       and                   DLC             adjust   AGAAP
                       GAAP     GAAP     joint
                           £m   A$m      ventures   Goodwill   costs   Other   -ments   A$m
                       -----------------------------------------------------------------------
TURNOVER (including
share of joint
ventures and associates) 3,184    8,820          -          -       -       -        -    8,820
                        ----------------------------------------------------------------------

OPERATING PROFIT
Continuing operations
before goodwill
amortisation              361      998          -          -       -      (7)      (7)     991
Goodwill amortisation     (32)     (87)         -        (22)      -      11      (11)     (98)
                       ------------------------------------------------------------------------
Continuing operations     329      911          -        (22)      -       4      (18)     893

Discontinued operations    31       85          -          -       -       -        -       85
                       ------------------------------------------------------------------------

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
Net profit on sale of
discontinued operations    30       71          -         23       -       -       23       94
DLC 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         271      733         (5)         1      85       9       90      823
TAXATION
Income tax expense        (96)    (263)         5          -       -     (18)     (13)    (276)
                         -----------------------------------------------------------------------

PROFIT ON ORDINARY
ACTIVITIES AFTER           175      470          -          1      85      (9)      77      547

TAXATION
Minority interests          (1)      (2)         -          -       -       -        -       (2)
                         -----------------------------------------------------------------------
PROFIT ATTRIBUTABLE
TO PARENT COMPANY
SHAREHOLDERS              174      468          -          1      85      (9)      77      545
                        -----------------------------------------------------------------------





                                       30


Brambles Industries plc


CONSOLIDATED PROFIT AND LOSS ACCOUNT
for the year ended 30 June 2003

                                                              2003       2002
                                                           £ millions £ millions
                                                           ---------------------

Turnover (including share of associates)
- Continuing operations                                       2,072      1,989
- Discontinued operations                                        67         92
Less share of associates - continuing                           (50)       (45)
                                                           ---------------------

Group turnover                                                2,089      2,036
                                                           ---------------------

Operating profit
   Continuing operations before goodwill amortisation and       213        236
   exceptional items
   Goodwill amortisation                                        (16)       (15)
   Exceptional items                                            (57)         -
                                                            --------------------
Continuing operations                                           140        221
   Discontinued operations before exceptional items               8          9
   Exceptional items - discontinued operations                   (1)         -
                                                            --------------------
Discontinued operations                                           7          9
                                                            --------------------
Group operating profit                                          147        230
Share of operating profit of associates - continuing              5          4
operations                                                  --------------------

Total operating profit                                          152        234

Net loss on sale of discontinued operations                      (5)         -
DLC costs - continuing operations                                (2)       (15)
                                                            --------------------

Profit on ordinary activities before interest and tax           145        219

Net interest payable                                            (70)       (67)
                                                            --------------------

Profit on ordinary activities before taxation                    75        152

Tax on profit on ordinary activities                            (31)       (52)
                                                            --------------------

Profit on ordinary activities after taxation                     44        100

Equity minority interest                                        (16)       (46)
                                                            --------------------

Profit attributable to shareholders                              28         54
                                                            --------------------

Equity dividends paid and proposed                              (56)       (52)
                                                            --------------------

Retained (loss)/profit transferred (from)/to reserves           (28)         2
                                                            --------------------

Basic earnings per share (pence)                                3.9        7.5
Diluted earnings per share (pence)                              3.9        7.5
                                                            --------------------













                                       31

Brambles Industries plc


CONSOLIDATED BALANCE SHEET
as at 30 June 2003

                                                           2003          2002
                                                        £ millions    £ millions
                                                        ------------------------
FIXED ASSETS
Intangible assets                                             247         242
Tangible fixed assets and investments                       1,927       1,803
                                                        ------------------------
                                                            2,174       2,045
                                                        ------------------------

CURRENT ASSETS
Stocks                                                         20          19
Debtors                                                       471         503
Cash at bank and in hand                                       40          20
                                                        ------------------------
                                                              531         542
                                                        ------------------------

CREDITORS: amounts falling due within one year               (997)     (1,555)
                                                        ------------------------
NET CURRENT LIABILITIES                                      (466)     (1,013)
                                                        ------------------------

Total assets less current liabilities                       1,708       1,032

CREDITORS: amounts falling due after more than one year      (864)       (201)
Provisions for liabilities and charges                       (196)       (144)
                                                        ------------------------

NET ASSETS                                                    648         687
                                                        ------------------------

CAPITAL AND RESERVES
Share capital                                                  36          36
Share premium account                                          50          50
Other reserves                                                 83          81
Profit and loss account                                       187         212
                                                        ------------------------
Equity shareholders' funds                                    356         379
Equity minority interests                                     292         308
                                                        ------------------------

                                                              648         687
                                                        ------------------------












                                       32

Brambles Industries plc


CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
for the year ended 30 June 2003

                                                           2003          2002
                                                         £ millions   £ millions
                                                         -----------------------

Profit attributable to parent companies' shareholders           28          54
Exchange translation differences                                 5           3
                                                         -----------------------

Total recognised gains and losses since last Annual             33          57
Report                                                   -----------------------



CONSOLIDATED CASH FLOW STATEMENT
for the year ended 30 June 2003



Net cash inflow from operating activities                        492       447
                                                         -----------------------
Dividends received from associates                                 2         -
                                                         -----------------------
Interest received                                                 20        13
Interest paid                                                    (91)      (80)
Interest element of finance lease rentals                         (1)        -
Dividends paid to minority shareholders in subsidiary            (36)       (7)
undertakings
                                                         -----------------------
Returns on investments and servicing of finance                 (108)      (74)
                                                         -----------------------

UK corporation tax paid                                          (27)      (12)
Overseas corporate tax paid                                      (33)      (33)
                                                         -----------------------
Taxation paid                                                    (60)      (45)
                                                         -----------------------

Purchase of tangible fixed assets                               (368)     (434)
Proceeds from sale of tangible fixed assets                       24        54
Investment loans and other financial investments                   -        (3)
                                                         -----------------------
Capital expenditure and financial investment                    (344)     (383)
                                                         -----------------------

Purchase of subsidiary undertakings                              (24)       (5)
Net cash acquired with subsidiary undertakings                     4         -
DLC costs paid                                                     -       (13)
Sale of businesses                                                 2         -
                                                         -----------------------
Acquisitions and disposals                                       (18)      (18)
                                                         -----------------------

Equity dividends paid to shareholders                            (53)      (26)
                                                         -----------------------

Net cash outflow before management of
liquid resources and financing                                   (89)      (99)
                                                         -----------------------

Management of liquid resources                                     -         -
                                                         -----------------------

Increase in borrowings                                           101        84
                                                         -----------------------
Financing                                                        101        84
                                                         -----------------------

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










                                       33

Brambles Industries plc


NOTES TO THE BRAMBLES INDUSTRIES PLC FINANCIAL INFORMATION
for the year ended 30 June 2003


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 5 pence 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 were
combined from the beginning of the 2002 financial year 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  minority interests.


2.   Accounting policies

The preliminary results for the year ended 30 June 2003 have 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 19 to 30 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 preliminary results for 2003 were approved by the board of directors on 2
September 2003.  The financial information contained in this announcement does
not constitute statutory financial statements within the meaning of section 240
of the Companies Act 1985.  The financial statements for 2003 will be
distributed to shareholders prior to the Annual General Meeting and filed with
the Register of Companies following the AGM.  The financial statements for 2003
include the auditors' report, which was unqualified and did not contain a
statement under Section 237 of the Companies Act 1985.


The figures for 2002 have been extracted from the statutory accounts, which have
been distributed to shareholders and 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.







                                       34









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