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Brambles Industries (BI.)

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Tuesday 31 August, 2004

Brambles Industries

Final Results - Part 4

Brambles Industries PLC
31 August 2004


Brambles

COMBINED PROFIT AND LOSS ACCOUNT  
for the year ended 30 June 2004

                                                2004                                     2003
                         ------------------------------------------  ----------------------------------------
                               Before                                      Before
                             goodwill       Goodwill                     goodwill       Goodwill
                         amortisation   amortisation                 amortisation   amortisation
                        & 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 operations         3,109              -      3,109          2,909              -      2,909
- Discontinued operations           3              -          3             88              -         88
                        -------------------------------------------  ----------------------------------------
                                3,112              -      3,112          2,997              -      2,997
Less share of turnover of:
- Joint ventures -
continuing operations             (51)             -        (51)           (31)             -        (31)
- Associates -
continuing operations             (38)             -        (38)           (51)             -        (51)
                         ------------------------------------------  ----------------------------------------
GROUP TURNOVER                   3,023             -      3,023          2,915              -       2,915

OPERATING PROFIT
Continuing operations
before goodwill
amortisation and                      
exceptional items                  366             -        366            347              -        347
Goodwill amortisation               -            (34)       (34)             -            (34)       (34)
Exceptional items                   -            (75)       (75)             -            (59)       (59)
                          -----------------------------------------  ----------------------------------------
Continuing operations              366           (109)       257            347            (93)       254

Discontinued operations              1              -          1             10              -         10
                          -----------------------------------------  ----------------------------------------
GROUP OPERATING PROFIT             367           (109)       258            357            (93)       264

Share of operating
profit of:
- Joint ventures -                     
continuing operations              10              -         10              7              -          7
- Associates -                      
continuing operations               4             (1)         3              5              -          5
                           ----------------------------------------  ----------------------------------------   
TOTAL OPERATING PROFIT            381           (110)       271            369            (93)       276

EXCEPTIONAL ITEMS
Net profit/(loss) on sale
of discontinued operations          -             27         27              -             (1)        (1)
DLC costs - continuing
operations                          -              -          -              -             (2)        (2)
                            ---------------------------------------  ----------------------------------------
                                    -             27         27              -             (3)        (3)
                            ---------------------------------------  ----------------------------------------
PROFIT BEFORE INTEREST 
AND TAX                           381            (83)       298            369            (96)       273
Net interest payable:
- Group                           (72)             -        (72)           (81)             -        (81)
- Share of joint ventures
and associates                     (2)             -         (2)            (2)             -         (2)
                             --------------------------------------  ----------------------------------------
                                  (74)             -        (74)           (83)             -        (83)
                             --------------------------------------  ----------------------------------------
PROFIT ON ORDINARY 
ACTIVITIES BEFORE TAX             307            (83)       224            286            (96)       190
Tax on profit on ordinary
activities                        (97)            (2)       (99)           (91)            19        (72)
                              -------------------------------------  ----------------------------------------

PROFIT ON ORDINARY
ACTIVITIES AFTER TAX              210            (85)       125            195            (77)       118

Equity minority interests           -              1          1             (1)             -         (1)
                              -------------------------------------  ----------------------------------------


PROFIT ATTRIBUTABLE TO 
PARENT COMPANIES'SHAREHOLDERS     210            (84)       126            194            (77)       117

Equity dividends paid
and proposed                     (136)             -       (136)          (127)             -       (127)
                               ------------------------------------  ----------------------------------------

TRANSFER TO/(FROM) RESERVES        74            (84)       (10)            67            (77)       (10)
                               ------------------------------------  ----------------------------------------

Basic earnings per share (pence)  12.4                       7.5           11.5                       6.9
Diluted earnings per share 
(pence)                           12.4                       7.4           11.5                       6.9
                               ------------------------------------  ----------------------------------------


                                       18

Brambles


COMBINED BALANCE SHEET
as at 30 June 2004


                                                           2004           2003
                                                     £ millions     £ millions
                                                     -------------------------

FIXED ASSETS
Intangible assets                                           451            507
Tangible assets                                           2,220          2,392
                                                     -------------------------

                                                          2,671          2,899
Investments:
Joint ventures:
- Share of gross assets                                      84             81
- Share of gross liabilities                                (43)           (42)
                                                     -------------------------
                                                             41             39
Associates                                                   28             21
Other investments                                             9             14
                                                     -------------------------

Total investments                                            78             74
                                                     -------------------------

Total fixed assets                                        2,749          2,973
                                                     -------------------------

CURRENT ASSETS
Stocks                                                       33             32
Debtors                                                     633            697
Cash at bank and in hand                                     34             45
                                                     -------------------------

                                                            700            774
                                                     -------------------------
CREDITORS: amounts falling due within one year:
Borrowings                                                  (39)           (49)
Creditors                                                  (518)          (500)
Taxation and dividends payable                             (100)          (106)
                                                     -------------------------
                                                           (657)          (655)
                                                     -------------------------
NET CURRENT ASSETS                                           43            119
                                                     -------------------------
TOTAL ASSETS LESS CURRENT LIABILITIES                     2,792          3,092

CREDITORS: amounts falling due beyond one year:
Borrowings                                               (1,390)        (1,603)
Provisions for liabilities and charges                     (285)          (299)
                                                     -------------------------
NET ASSETS                                                1,117          1,190
                                                     -------------------------
CAPITAL AND RESERVES
Share capital                                               499            527
Share premium account                                        50             50
Other reserves                                               83             83
Combined profit and loss account                            481            525
                                                      ------------------------
Equity shareholders' funds                                1,113          1,185
Equity minority interests                                     4              5
                                                      ------------------------
                                                          1,117          1,190
                                                      ------------------------
                                        19


Brambles

COMBINED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
for the year ended 30 June 2004


                                                          2004           2003
                                                    £ millions     £ millions
                                                    -------------------------

Profit attributable to parent companies'
shareholders                                               126            117
Exchange translation differences                           (67)            60
                                                    -------------------------

Total recognised gains and losses for the year              59            177
                                                    -------------------------




RECONCILIATION OF MOVEMENTS IN COMBINED SHAREHOLDERS' FUNDS
for the year ended 30 June 2004

                                                             2004         2003
                                                       £ millions   £ millions
                                                       -----------------------
Combined shareholders' funds at
beginning of year                                           1,185        1,129

Profit attributable to parent companies' shareholders         126          117
Ordinary dividends paid and proposed                         (136)        (127)
Issue of ordinary shares, net of expenses                       -            2
Reinstatement of goodwill due to sale of businesses             5            2
Shares to be issued                                             -            2
Exchange translation difference:
- Brambles Industries Limited share capital                   (28)          48
- Other                                                       (39)          12
                                                       -----------------------

Net (decrease)/increase in combined shareholders'funds        (72)          56
                                                       -----------------------

Combined shareholders' funds at end of year                 1,113        1,185
                                                       -----------------------

                                        20


Brambles


COMBINED CASH FLOW STATEMENT
for the year ended 30 June 2004


                                                             2004         2003
                                                       £ millions   £ millions
                                                       -----------------------

Net cash inflow from operating activities                     737          684
                                                       -----------------------
Dividends received from joint ventures and associates           7            7
                                                       -----------------------
Interest received                                               6            4
Interest paid                                                 (74)         (83)
Interest element of finance lease rentals                      (1)          (1)
                                                       -----------------------
Returns on investments and servicing of finance               (69)         (80)
                                                       -----------------------
Tax paid                                                      (82)        (131)
                                                       -----------------------

Purchase of tangible fixed assets                            (398)        (456)
Sale of tangible fixed assets                                  50           45
Investment loans and other financial investments                4            2
                                                       -----------------------
Capital expenditure and financial investment                 (344)        (409)
                                                       -----------------------

Purchase of subsidiary undertakings and associates            (42)        (106)
Net cash acquired with subsidiary undertakings                  3            3
Sale of subsidiary undertakings and associates                 29           50
                                                       -----------------------
Acquisitions and disposals                                    (10)         (53)
                                                       -----------------------
Equity dividends paid to shareholders of the parent
companies                                                    (139)        (125)
                                                       -----------------------

Net cash inflow/(outflow) before management
of liquid resources and financing                             100         (107)
                                                       -----------------------
Management of liquid resources                                 (3)          (1)
                                                       -----------------------

Net proceeds from share issues                                  1            2
Net proceeds from hedge borrowings                             14            -
(Decrease)/increase in borrowings                            (127)         118
Capital element of finance lease rentals                       (5)          (6)
                                                       -----------------------
Financing                                                    (117)         114
                                                       -----------------------
(Decrease)/increase in cash                                   (20)           6
                                                       -----------------------

                                        21

Brambles


MOVEMENT IN COMBINED NET DEBT
for the year ended 30 June 2004


                                                          2004            2003
                                                    £ millions      £ millions
                                                    --------------------------

(Decrease)/increase in cash                                (20)              6
Decrease/(increase) in borrowings                          127            (118)
Capital element of finance lease rentals                     5               6
Currency variations                                         80              51
Increase/(decrease) in liquid resources                      3              (1)
Other non-cash changes                                      18              35
Subsidiaries acquired and sold                              (1)             (5)
                                                    --------------------------
Total movement                                             212             (26)
                                                    --------------------------
Net borrowings at beginning of year                     (1,607)         (1,581)
                                                    --------------------------
Net borrowings at end of year                           (1,395)         (1,607)
                                                    --------------------------




RECONCILIATION OF OPERATING PROFIT TO NET CASH
INFLOW FROM OPERATING ACTIVITIES
for the year ended 30 June 2004

                                                          2004            2003
                                                    £ millions      £ millions
                                                    --------------------------

Group operating profit                                     258             264

Depreciation charge and impairment                         333             316
Goodwill amortisation and impairment                        53              34
Hire equipment loss provision expense                       39              15
Decrease in working capital                                 54              27
Increase in provisions                                       7               1
Other                                                       (7)             27
                                                    --------------------------
Net cash inflow from operating activities                  737             684
                                                    --------------------------


                                        22

Brambles

COMBINED SEGMENTAL ANALYSIS
for the year ended 30 June 2004


Brambles' material business segments are CHEP (pallet and container pooling),
Cleanaway (waste management), Recall (information management) and Brambles
Industrial Services. The Regional Businesses segment comprises Interlake, TCR
and Eurotainer.

The Discontinued segment comprises businesses sold, being Heavy Contracting, FM
Repairs and Maintenance, Shipping and Meineke. Some elements of revenues and
profit from ordinary activities arising from disposals are subject to
finalisation of completion accounts.


                                                                Comparable operating
                                              Turnover                profit 1
                                             2004        2003        2004       2003
                                       £ millions  £ millions  £ millions £ millions
                                         -------------------------------------------

By business segment
CHEP                                        1,394      1,284          224        199
Cleanaway                                   1,037        964           89         96
Recall                                        274        258           43         49
Brambles Industrial Services                  287        282           34         28
Regional Businesses                           117        121            5          4
Corporate                                       -          -          (15)       (17)
                                         -------------------------------------------
Total continuing businesses                 3,109      2,909          380        359
Discontinued                                    3         88            1         10
                                         -------------------------------------------
                                            3,112      2,997          381        369
                                         -------------------------------------------

By geographic origin
Europe                                       1,656      1,597        179         181
Americas                                       855        861        100         104
Australia / New Zealand                        519        473         82          68
Rest of the World                               82         66         20          16
                                          ------------------------------------------
                                             3,112      2,997        381         369
                                          ------------------------------------------


1 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 (2003: £1 million), Cleanaway £15 million (2003: £15 million),
Recall £13 million (2003: £12 million), Brambles Industrial Services £5 million
(2003: £4 million), Regional Businesses £1 million (2003: £2 million).
Exceptional items by segment are CHEP £(44) million (2003: £(50) million),
Cleanaway £(14) million (2003: £(5) million), Brambles Industrial Services 
£(3) million (2003: £(1) million), Regional Businesses £(20) million (2003: 
£(2) million), Corporate nil (2003: £(2) million) and Discontinued £33 million
(2003: £(2) million).

                                        23

Brambles

COMBINED SEGMENT ANALYSIS continued
for the year ended 30 June 2004

                              Profit before
                             interest and tax
                         (after goodwill amortisation       Non-operating
                          and exceptional items)          exceptional items
                              2004             2003          2004        2003
                          £ millions     £ millions    £ millions  £ millions
                        -----------------------------------------------------

By business segment
CHEP                             179            148            -            -
Cleanaway                         60             76           (3)           -
Recall                            30             37            -            -
Brambles Industrial 
Services                          26             23           (3)           -
Regional Businesses              (16)             -            -            -
Corporate                        (15)           (19)           -           (2)
                        -----------------------------------------------------
Total continuing
businesses                       264            265           (6)          (2)
Discontinued                      34              8           33           (1)
                        -----------------------------------------------------
                                 298            273           27           (3)
                        -----------------------------------------------------

By geographic origin
Europe                           105             85           (2)         (19)
Americas                          97             90           30            1
Australia / New Zealand           79             82           (1)          15
Rest of the World                 17             16            -            -
                        -----------------------------------------------------

                                 298            273           27           (3)
                        -----------------------------------------------------

                                                         Net assets
                                                         2004             2003
                                                   £ millions       £ millions
                                                   ---------------------------
By business segment
CHEP                                                    1,534            1,681
Cleanaway                                                 617              675
Recall                                                    321              335
Brambles Industrial Services                              209              241
Regional Businesses                                        76              108
Corporate                                                 (83)             (75)
                                                   ---------------------------
Total continuing businesses                             2,674            2,965
Discontinued                                               (3)             (14)
                                                   ---------------------------
Total segmented net operating assets                    2,671            2,951
                                                   ---------------------------

By geographic origin
Europe                                                  1,478            1,576
Americas                                                  920            1,076
Australia / New Zealand                                   291              306
Rest of the World                                          65               68
Corporate                                                 (83)             (75)
                                                   --------------------------

Total segmented net operating assets                    2,671            2,951
                                                   --------------------------
Total segmented net operating assets                    2,671            2,951
Net debt                                               (1,395)          (1,607)
Net tax liabilities                                      (159)            (154)
                                                   --------------------------
Net assets                                              1,117            1,190
                                                   --------------------------

The above segment analysis includes Brambles' share of amounts reported by joint
ventures and associates.

                                        24

Brambles

NOTES TO THE COMBINED FINANCIAL INFORMATION
for the year ended 30 June 2004

1       BASIS OF PREPARATION

The dual listed companies structure (DLC Structure) is essentially a contractual
arrangement between Brambles Industries Limited (BIL) and Brambles Industries
plc (BIP) under which they operate as if they are a single economic enterprise,
while retaining their separate legal identities, tax residencies and stock
exchange listings. The combination did not involve the acquisition of one
company by the other or any transfer of shares or other assets between BIL and
BIP. This structure unites the economic interests of the two shareholder groups.

Combined financial information represents the combined businesses of BIL and BIP
and encompasses their respective subsidiaries, associates and joint ventures.
BIL and BIP are referred to collectively throughout these financial statements
as Brambles.

Combined financial information has been presented in order to provide
shareholders with a fuller picture of the combined economic interests of
Brambles. 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.

Consolidated financial information for BIP is presented on pages 34 to 37.

Accounting policies
-------------------

The preliminary results for the year ended 30 June 2004 have been prepared on
the basis of the accounting policies set out in the 2003 Annual Report and
Accounts.

A reconciliation between UK GAAP and Australian GAAP (AGAAP) is presented in
Note 8.

                                        25

Brambles

NOTES TO THE COMBINED FINANCIAL INFORMATION continued
for the year ended 30 June 2004


2 IMPACT OF ADOPTING INTERNATIONAL FINANCIAL REPORTING STANDARDS

Brambles has commenced transitioning its accounting policies and financial
reporting from current UK Standards to International Financial Reporting
Standards (IFRS). Brambles has allocated internal and external resources to
perform diagnostics and conduct impact assessments to isolate key areas that
will be affected by the transition to IFRS. As a result of these procedures,
Brambles has prioritised impact areas and established project teams to address
them. An IFRS steering committee has been established to oversee progress and to
make accounting policy recommendations to the Audit Committee.

As Brambles has a 30 June year end, priority has been given to considering the
preparation of an opening balance sheet in accordance with IFRS as at 1 July
2004. This will form the basis of accounting for IFRS in the future and is
required when Brambles prepares its first fully IFRS compliant financial report
for the year ending 30 June 2006. Set out below are the key areas where
accounting policies will change and may have an impact on the financial report
of Brambles. Brambles is not yet in a position to reliably quantify the impacts
on the financial report.

The following should not be regarded as a complete list of changes in Brambles'
accounting policies that will result from the transition to IFRS, as not all
standards have yet been fully analysed and some decisions have not yet been made
where choices of accounting policies are available. For these reasons it is not
yet possible to quantify the impact of the transition to IFRS on Brambles'
financial position and reported results.

Classification of financial instruments
---------------------------------------

Under IAS 39 'Financial Instruments: Recognition and Measurement', financial
instruments will be carried at either amortised cost or fair value, depending on
their classification. Movements in fair value will be either charged to net
profit or loss or taken to equity in accordance with the standard.
This will result in a change to Brambles' current accounting policy which does
not currently classify financial instruments. Current measurement is at
amortised cost, with certain derivative financial instruments not recognised as
assets or liabilities. The future financial effect of this change in accounting
policy is not yet known as the classification and measurement process has not
been completed.

Hedge accounting
----------------

Under IAS 39 'Financial Instruments: Recognition and Measurement' foreign
exchange contracts held for hedging purposes will be classified as cash flow
hedges or fair value hedges, on the basis that the qualifying criteria outlined
in IAS 39 are satisfied. This will result in the recognition of hedging
instruments as assets or liabilities, with resulting gains or losses being
changed to net profit or loss or taken to equity in accordance with the hedge
accounting rules.
Currently, costs or gains arising from some contracts used for hedging purposes,
along with any realised or unrealised gains from re-measurement are included in
assets or liabilities as deferred losses or deferred gains.

Goodwill
--------

Under IFRS 3 'Business Combinations', goodwill will no longer be amortised but
instead will be subject to rigorous annual impairment testing. This will result
in a change to Brambles' current accounting policy which amortises goodwill over
its useful life but not exceeding 20 years. Under the new policy, amortisation
will no longer be charged, but goodwill will be written down to the extent it is
impaired. Reliable estimation of the future financial effects of this change in
accounting policy is not practical because the conditions under which impairment
will be assessed are not yet known.

                                        26

NOTES TO THE COMBINED FINANCIAL INFORMATION continued
for the year ended 30 June 2004



2 IMPACT OF ADOPTING INTERNATIONAL FINANCIAL REPORTING STANDARDS continued


Employee benefits
-----------------

Under IAS 19 'Employee Benefits', Brambles will be required to recognise the net
surplus or deficit in its employer sponsored defined benefit pension funds as an
asset or liability, respectively, based on actuarial calculations of the
position of the funds. The actuarial gain or loss arising from movements in the
fair value of the funds' assets and the discounted value of future liabilities
will be, in most cases, recognised as an expense. The initial adjustment on
transition will be made directly against retained profits and subsequent
adjustments will be included in net profit or loss for the year.

This will result in a change to Brambles' current accounting policy where the
expected cost of providing superannuation, as calculated periodically by
professionally qualified actuaries, is recognised in the balance sheet so as to
spread the cost over the service lives of employees in the schemes operated
within Brambles. This results in a pension cost which is a substantially level
percentage of current and expected future pensionable payroll.

Reliable estimation of the future financial effects of this change in accounting
policy is not practical because the necessary IFRS actuarial calculations have
not yet been completed.

Share based payments
--------------------

Under IFRS 2 'Share based Payments', Brambles will be required to determine the
fair value of all share based payments (performance shares and options) to
employees as remuneration and recognise an expense in the profit and loss
account. This treatment will result in a reduction in profits as such items have
not been recognised as expenses under the current accounting policy. Reliable
estimation of the future financial effects of this change in accounting policy
is not practical as the details of future equity based remuneration plans are
not yet known.

                                        
                                        
                                        27

Brambles


NOTES TO THE COMBINED FINANCIAL INFORMATION continued
for the year ended 30 June 2004


3       EARNINGS PER SHARE

Earnings per share (EPS) for 2004 is based on the earnings of the year of 
£126 million (2003: £117 million) and calculated on the weighted average number 
of 1,690.7 million (2003: 1,690.6 million) shares in issue and ranking for
dividend. Diluted EPS, which takes into account options over shares, is
calculated on the weighted average number of 1,692.8 million 
(2003: 1,690.9 million) shares.

EPS 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
                                     2004        2003       2004          2003
                               £ millions  £ millions £ millions    £ millions
                               -----------------------------------------------

Profit for the year                 126           117        7.5           6.9
Included in operating profit:
- Goodwill amortisation              35            34        2.0           2.0
- Exceptional items                  75            59        4.4           3.5
Non-operating
exceptional items                   (27)            3       (1.6)          0.2
Minority interest in
exceptional items                    (1)            -          -             -
Tax attributable to
exceptional items                     2           (19)       0.1          (1.1)
                                ----------------------------------------------
Profit after tax before
 goodwill amortisation and
 exceptional items                  210           194       12.4          11.5
                                ----------------------------------------------


                                       28

Brambles


NOTES TO THE COMBINED FINANCIAL INFORMATION continued
for the year ended 30 June 2004



4       EXCEPTIONAL ITEMS

                                                            2004          2003
                                                      £ millions    £ millions
                                                      ------------------------

Operating exceptional items:
- Reorganisation costs 1                                     (53)          (59)
- Goodwill impairment 2                                      (19)            -
- Write-down of fixed assets 3                                (3)            -
                                                      ------------------------
Total operating exceptional items                            (75)          (59)

Non-operating exceptional items:
- Profit on sale of discontinued operations 4                 34            23
- Loss on sale of discontinued operations and
  associates 4                                               (7)          (24)
                                                      ------------------------
Net profit/(loss) on sale of discontinued operations          27            (1)
DLC costs                                                      -            (2)
                                                      ------------------------
Total non operating exceptional items                         27            (3)
                                                      ------------------------
Total exceptional items before tax                           (48)          (62)
                                                      ------------------------
Tax on exceptional items:
Operating exceptional items                                    9            18
Non-operating exceptional items:
- Profit on sale of discontinued operations                  (13)           (2)
- Loss on sale of discontinued operations                      2             2
- DLC costs                                                    -             1
                                                      ------------------------
Total tax on exceptional items 5                              (2)           19
                                                      ------------------------
Exceptional items after tax                                  (50)          (43)
                                                      ------------------------



1  These costs comprise redundancy costs, pallet writedowns and other related
costs in CHEP Europe of £38 million (2003: £50 million), costs associated with
the reorganisation of CHEP's management structure of £6 million (2003: nil) and
other restructuring costs, principally in Cleanaway, of £9 million 
(2003: £5 million).

2  Following detailed business reviews undertaken during the year, and in light
of Interlake's trading performance, an impairment charge of £19 million
(£17 million after tax) was booked against the carrying value of goodwill in
Interlake, which forms part of the Regional Businesses segment.

3  The carrying amount of the fixed assets in Cleanaway's gas to energy business
in Taiwan has been written down to recoverable amount.

4  Brambles disposed of various businesses during the year, one of which is
individually material being the disposal of Meineke Car Care Centers, Inc
(Meineke). In August 2003, Brambles completed the sale of Meineke for net
proceeds of £42 million. This resulted in a profit on sale of £30 million
(£17 million after tax).

5 Tax expense of £2 million on exceptional items reflects the potential
non-deductibility of certain items and existing unrecognised tax losses.


                                        29

Brambles

NOTES TO THE COMBINED FINANCIAL INFORMATION continued
for the year ended 30 June 2004



5       EQUITY DIVIDENDS

                                                               2004       2003
                                                         £ millions £ millions
                                                           -------------------
BIP:
- Interim paid 4.155 pence per share (2003: 3.757 pence)         30         27
- Second interim declared 3.918 pence per share (2003:           28         29
  4.053 pence)                                             -------------------
                                                                 58         56
BIL:
- Interim paid 10.0 cents per share (2003: 10.0 cents)           41         32
- Final declared 10.0 cents per share (2003: 10.0 cents)         37         39
                                                           -------------------
                                                                 78         71

 Total                                                          136        127
                                                           -------------------


6       CONTINGENT LIABILITIES

Brambles is in the process of agreeing completion accounts in respect of the
disposals of several businesses sold in current or prior years. Brambles 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
Brambles in excess of the amounts provided at 30 June 2004.

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


                                        30


Brambles

NOTES TO THE COMBINED FINANCIAL INFORMATION continued
for the year ended 30 June 2004


7 Tax on profit on ordinary activities

                                                             2004        2003
                                                      £ millions   £ millions
                                                      -----------------------
Current taxation:
UK corporation tax charge:
- Corporation tax                                              21          18
- Adjustments in respect of prior periods                       2          (1)
Overseas tax charge:
- Corporation tax                                              59          56
- Adjustments in respect of prior periods                       1          (2)
Joint ventures                                                  2           1
Associates                                                      1           2
                                                      -----------------------
Total current taxation                                         86          74

Deferred taxation:
- Origination and reversal of timing differences                8         (10)
- Adjustments in respect of prior periods                       5           8
                                                      -----------------------
Tax on profit on ordinary activities                           99          72
                                                      -----------------------
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                 224         190
                                                      -----------------------
Tax on profit on ordinary activities at standard               67          57
rate

Factors affecting charge:
- Capital allowances in excess of depreciation                (40)        (30)
- Change in provisions                                          2          (3)
- Other timing differences                                      -          14
- Other net expenses not deductible for tax purposes           10          10

- Non-taxable profit on sale of assets                          -          (3)
- Foreign tax charged at different rates                        7           5
- Utilisation of tax losses brought forward                    (1)         (1)
- Unrelieved tax losses carried forward                        38          28
- Adjustments to tax charge in respect of prior
  periods                                                       3          (3)
                                                      ------------------------
                                                               86          74
                                                      ------------------------

                                        31

Brambles


NOTES TO THE COMBINED FINANCIAL INFORMATION continued
for the year ended 30 June 2004


8.       GAAP RECONCILIATION - UK GAAP TO AUSTRALIAN GAAP


(a)      2004

                                         2004         2004   GAAP adjustments in A$ millions            2004
                                      UK GAAP      UK GAAP   JV's and                                  AGAAP
                                   £ millions  A$ millions  Associates  Goodwill   Other  Total  A$ millions
                                   -------------------------------------------------------------------------
TURNOVER (including share
of joint ventures and associates)      3,112      7,652            -          -       -       -      7,652
                                   -------------------------------------------------------------------------

OPERATING PROFIT
Continuing operations before
goodwill amortisation and
exceptional items                        366        902            -          -      (2)     (2)       900
Goodwill amortisation                    (34)       (84)           -        (18)      -     (18)      (102)
Exceptional items                        (75)      (184)           -          -       -       -       (184)
                                   -------------------------------------------------------------------------
Continuing operations                    257        634            -        (18)     (2)    (20)       614
Discontinued operations                    1          2            -          -       -       -          2
                                   -------------------------------------------------------------------------

GROUP OPERATING PROFIT                   258        636            -        (18)     (2)    (20)       616
                                   -------------------------------------------------------------------------
Share of operating profit of
joint ventures and associates             13         32          (11)         -       -     (11)        21
                                   -------------------------------------------------------------------------

TOTAL OPERATING PROFIT                   271        668          (11)       (18)     (2)    (31)       637
                                   -------------------------------------------------------------------------

EXCEPTIONAL ITEMS
Net profit on sale of
discontinued operations                   27         67            -         13       -      13         80
                                   -------------------------------------------------------------------------

PROFIT BEFORE INTEREST AND TAX           298        735          (11)        (5)     (2)    (18)       717
                                   -------------------------------------------------------------------------

Net interest payable                     (74)      (181)           4          -       -       4       (177)

PROFIT BEFORE TAX                        224        554           (7)        (5)     (2)    (14)       540
                                   -------------------------------------------------------------------------
Tax                                      (99)      (243)           7          2      (2)      7       (236)

PROFIT AFTER TAX                         125        311            -         (3)     (4)     (7)       304
                                   -------------------------------------------------------------------------

Minority interests                         1          3            -          -       -       -          3

ATTRIBUTABLE PROFIT                      126        314            -         (3)     (4)     (7)       307
                                   -------------------------------------------------------------------------

                                        32

Brambles

NOTES TO THE COMBINED FINANCIAL INFORMATION continued
for the year ended 30 June 2004


8.       GAAP RECONCILIATION - UK GAAP TO AUSTRALIAN GAAP continued


(b)     2003

                                         2003        2003          GAAP adjustments in A$millions          2003
                                      UK GAAP     UK GAAP      JV's and                                   AGAAP
                                    £millions   A$millions   Associates   Goodwill   Other   Total   A$millions
                                    ---------------------------------------------------------------------------
TURNOVER (including share
of joint ventures and associates)       2,997        8,141            -          -       -       -        8,141
                                    ---------------------------------------------------------------------------

OPERATING PROFIT
Continuing operations before
goodwill amortisation and
exceptional items                         347          943            -          -       5       5          948
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 and associates              12           33          (15)         -       -     (15)          18
                                     ---------------------------------------------------------------------------
TOTAL OPERATING PROFIT                    276          763          (13)       (21)      5     (29)         734
                                     ---------------------------------------------------------------------------
EXCEPTIONAL ITEMS
DLC costs                                  (2)          (4)           -          -       -       -           (4)
Other                                      (1)          (1)           -          -       -       -           (1)
                                     ---------------------------------------------------------------------------
                                           (3)          (5)           -          -       -       -           (5)
PROFIT BEFORE INTEREST AND TAX            273          758          (13)       (21)      5     (29)         729
                                     ---------------------------------------------------------------------------

Net interest payable                      (83)        (226)           5          -       -       5         (221)

PROFIT BEFORE TAX                         190          532           (8)       (21)      5     (24)         508
                                     ---------------------------------------------------------------------------

Tax                                       (72)        (197)           8          2      12      22         (175)

PROFIT AFTER TAX                          118          335            -        (19)     17      (2)         333
                                     ---------------------------------------------------------------------------

Minority interests                         (1)          (3)           -          -       -       -           (3)

ATTRIBUTABLE PROFIT                       117          332            -        (19)     17      (2)         330
                                     ---------------------------------------------------------------------------


                                        33
Brambles Industries plc
Company No 4134697


CONSOLIDATED PROFIT AND LOSS ACCOUNT
for the year ended 30 June 2004


                                                              2004        2003
                                                         £ millions £ millions
                                                         ---------------------

TURNOVER (including share of joint ventures and
associates)
- Continuing operations                                      2,187       2,072
- Discontinued operations                                        2          67
                                                          --------------------
                                                             2,189       2,139
Less share of joint ventures and associates -
continuing operations                                          (48)        (50)
                                                          --------------------

GROUP TURNOVER                                               2,141       2,089
                                                          --------------------

OPERATING PROFIT
Continuing operations before goodwill amortisation and
exceptional items                                              220         213
Goodwill amortisation                                          (16)        (16)
Exceptional items                                              (71)        (57)
                                                          --------------------
Continuing operations                                          133         140
Discontinued operations                                          1           7
                                                          --------------------
GROUP OPERATING PROFIT                                         134         147

Share of operating profit of joint ventures and
associates
- continuing operations                                          4           5
                                                          --------------------
TOTAL OPERATING PROFIT                                         138         152

Exceptional items
Net profit/(loss) on sale of discontinued operations            27          (5)
DLC costs - continuing operations                                -          (2)
                                                          --------------------
PROFIT ON ORDINARY ACTIVITIES BEFORE INTEREST AND TAX          165         145
Net interest payable                                           (67)        (70)
                                                          --------------------
PROFIT ON ORDINARY ACTIVITIES BEFORE TAX                        98          75
Tax on profit on ordinary activities                           (56)        (31)
                                                          --------------------
PROFIT ON ORDINARY ACTIVITIES AFTER TAX                         42          44
Equity minority interest                                       (15)        (16)
                                                          --------------------
PROFIT ATTRIBUTABLE TO SHAREHOLDERS                             27          28
Equity dividends paid and proposed                             (58)        (56)
                                                          --------------------
RETAINED LOSS FOR THE YEAR TRANSFERRED
FROM RESERVES                                                  (31)        (28)
                                                          --------------------
Basic earnings per share (pence)                               3.7         3.9
Diluted earnings per share (pence)                             3.7         3.9
                                                          --------------------

                                        34

Brambles Industries plc
Company No 4134697


CONSOLIDATED BALANCE SHEET
for the year ended 30 June 2004

                                                           2004          2003
                                                     £ millions    £ millions
                                                     ------------------------
FIXED ASSETS
Intangible assets                                           209           247
Tangible fixed assets and investments                     1,783         1,927
                                                     ------------------------
                                                          1,992         2,174
                                                     ------------------------
CURRENT ASSETS
Stocks                                                       24            20
Debtors                                                     431           471
Cash at bank and in hand                                     15            40
                                                     ------------------------
                                                            470           531
                                                     ------------------------
CREDITORS: amounts falling due within one year             (854)         (997)
                                                     ------------------------
NET CURRENT LIABILITIES                                    (384)         (466)
                                                     ------------------------
TOTAL ASSETS LESS CURRENT LIABILITIES                     1,608         1,708

CREDITORS: amounts falling due after more than one
year                                                       (782)         (864)
Provisions for liabilities and charges                     (207)         (196)
                                                     ------------------------
NET ASSETS                                                  619           648
                                                     ------------------------
CAPITAL AND RESERVES
Share capital                                                36            36
Share premium account                                        50            50
Other reserves                                               83            83
Profit and loss account                                     138           187
                                                     ------------------------
Equity shareholders' funds                                  307           356
Equity minority interests                                   312           292
                                                     ------------------------

                                                            619           648
                                                     ------------------------


CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
for the year ended 30 June 2004

                                                           2004           2003
                                                     £ millions     £ millions
                                                     -------------------------
Profit attributable to shareholders                          27             28
Exchange translation differences                            (23)             5
                                                     -------------------------
Total recognised gains and losses for the year                4             33
                                                     -------------------------

                                        35

Brambles Industries plc
Company No 4134697


CONSOLIDATED CASH FLOW STATEMENT
for the year ended 30 June 2004

                                                             2004         2003
                                                       £ millions   £ millions
                                                       -----------------------

Net cash inflow from operating activities                     524          492
                                                       -----------------------
Dividends received from associates                              4            2
                                                       -----------------------

Interest received                                              31           20
Interest paid                                                 (93)         (91)
Interest element of finance lease rentals                      (1)          (1)
Dividends paid to minority shareholders in subsidiary
 undertakings                                                  (4)         (36)
                                                       -----------------------
Returns on investments and servicing of finance               (67)        (108)
                                                       -----------------------
UK corporation tax paid                                       (22)         (27)
Overseas corporate tax paid                                   (17)         (33)
                                                       -----------------------
Taxation paid                                                 (39)         (60)
                                                       -----------------------
Purchase of tangible fixed assets                            (297)        (368)
Proceeds from sale of tangible fixed assets                    27           24
Investment loans and other financial investments                3            -
                                                       -----------------------
Capital expenditure and financial investment                 (267)        (344)
                                                       -----------------------

Purchase of subsidiary undertakings and associates             (9)         (24)
Net cash acquired with subsidiary undertakings                  -            4
Sale of businesses                                             45            2
                                                       -----------------------
Acquisitions and disposals                                     36          (18)
                                                       -----------------------
Equity dividends paid to shareholders                         (59)         (53)
                                                       -----------------------
Net cash inflow/(outflow) before management of
liquid resources and financing                                132          (89)
                                                       -----------------------
Management of liquid resources                                 (1)           -
                                                       -----------------------
(Decrease)/increase in borrowings                            (148)         101
                                                       -----------------------
Financing                                                    (148)         101
                                                       -----------------------
Increase in cash                                              (17)          12
                                                       -----------------------

                                        36

Brambles Industries plc
Company No 4134697


NOTES TO THE BRAMBLES INDUSTRIES PLC FINANCIAL INFORMATION
for the year ended 30 June 2004



1       Basis of preparation

BIP was incorporated on 3 January 2001. On 7 August 2001, the support services
activities of GKN plc were transferred to BIP by way of a court approved
reduction of capital of GKN plc and the issue of ordinary shares 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 financial information for the year ended 30 June 2004 has been prepared on
the basis of the accounting policies set out in the 2003 Annual Report and
Accounts.


3       Combined financial information

The combined financial information presented on pages 18 to 33 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 2004 were approved by the board of Directors on 31
August 2004. 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 2004 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 2004 include the
auditors' report, which was unqualified and did not contain a statement under
section 237 of the Companies Act 1985.

The figures for 2003 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.


                                        37















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