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Brambles Industries (BI.)

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Friday 16 December, 2005

Brambles Industries

Statement re: IFRS

Brambles Industries PLC
16 December 2005


Stock Exchange Release


16 December 2005



          BRAMBLES RELEASES HISTORICAL US DOLLAR AND IFRS INFORMATION


Brambles has today released historical financial information in US dollars and
under International Financial Reporting Standards (IFRS) for the six months to
December 2004 and the twelve months to June 2005. The effect on both the income
statement and the balance sheet is similar to the indicative impact announced on
23 June 2005.


Results for the years ended June 2002 to 2004 inclusive have also been restated
in US dollars and are shown for information. These figures remain in UK GAAP.


The information provided is Brambles' current best estimate of the consequences
of adopting IFRS and moving to the US dollar as its presentation currency. It
has not been independently verified or audited.

Continued development and interpretation of accounting standards by relevant
authorities could affect the ultimate differences between UK GAAP, AGAAP and
IFRS and their impact upon Brambles' financial results. Accordingly, the
information provided in these materials remains subject to change.



Full details are shown in the tables which follow.


For further information please contact:


UK
Investor     Sue Scholes, Head of Investor Relations                   +44 (0)20 7659 6012
Media        Richard Mountain, Financial Dynamics                      +44 (0)20 7269 7291
Australia
Investor     John Hobson, Head of Investor Relations                   +61 (0)2 9256 5216
                                                                       +61 (0)414 239 188 (mobile)
Media        Michael Sharp, Vice President Corporate Affairs           +61 (0)2 9256 5255
                                                                       +61 (0)439 470 145 (mobile)


                Brambles is globally headquartered in Australia


Brambles

Historical financial information in US dollars

(including IFRS data for FY05)

December 2005



Disclaimer:

The information provided is Brambles' current best estimate of the consequences
of adopting IFRS and moving to the US dollar as its presentation currency. It
has not been independently verified or audited.

Continued development and interpretation of accounting standards by relevant
authorities could affect the ultimate differences between UK GAAP, AGAAP and
IFRS and their impact upon Brambles' financial results. Accordingly, the
information provided in these materials remains subject to change.




Brambles


                                                                                                                        
                                                                            Page

Overview                                                                       2

Income statement in US dollars

FY02 - FY05 UK GAAP                                                            3

1H05 and FY05 IFRS                                                             4

Income statement transition from UK GAAP to IFRS 

FY05                                                                           5
1H05                                                                           6

Income statement transition from AGAAP to IFRS 

FY05                                                                           7
1H05                                                                           8

Balance sheet in US dollars

FY02 - FY05, 
1H05                                                                           9

Balance sheet transition from UK GAAP to IFRS

FY05                                                                          11
1H05                                                                          12

Balance sheet transition from AGAAP to IFRS

FY05                                                                          13
1H05                                                                          14

Cash flow statement in US dollars

FY02 - FY05, 
1H05                                                                          15

Segmental information in US dollars

Sales                                                                         16

Comparable operating profit                                                   17

Cash flow from operations after net capex                                     18

Purchases of property, plant & equipment                                      19

Depreciation                                                                  20

Amortisation of goodwill and non-goodwill intangibles                         21

Average capital invested                                                      22

Explanatory notes                                                             23



                                    1 of 27


Brambles

                                    Overview



As previously announced to the market, with effect from its December 2005
results release in February 2006, Brambles will be reporting its financial
results under International Financial Reporting Standards (IFRS) and using the
US dollar as its presentation currency. Previously, Brambles reported under both
UK GAAP and AGAAP, in sterling and Australian dollars respectively.

The purpose of this document is to provide the market with historical financial
data, expressed in US dollars, to facilitate an understanding of Brambles'
financial results in that currency.

Confirming the guidance previously given, the introduction of IFRS:

O      will not impact Brambles' strategy, economics, risk profile, cash flows
or underlying business operations;

O      will not have a significant impact on Brambles' income statement, other
than the cessation of goodwill amortisation;

O      will not result in a significant net impact on the balance sheet; and

O      will permit simplification of Brambles' financial reporting.



Discontinued Operations

On 13 October 2005, Brambles announced that it had sold its Cleanaway Germany
business, subject to regulatory approval. On 29 November 2005, Brambles
announced that it would focus on growing the CHEP and Recall businesses, and
that it would divest all its other businesses. Accordingly, the results of
Cleanaway, Brambles Industrial Services and the Regional Businesses have been
reclassified to discontinued operations in the historical financial information
for each of the years presented, together with businesses reported as
discontinued in prior years.  The assets and liabilities of these discontinued
operations will be presented as 'held for sale' in future balance sheets.
Consistent with IFRS requirements, they have not been reclassified to 'held for
sale' in the historical financial information presented.



Other

In these materials:

O      FY02, FY03, FY04 and FY05 refer to the years ended 30 June 2002, 2003,
       2004 and 2005 respectively; and

O      1H05 refers to the half-year ended 31 December 2004.


                                    2 of 27


Brambles
                                     4 year income statement under UK GAAP, expressed in US dollars

                                      UK GAAP
US$ million                    FY02                            FY03
                  Before               Result     Before                Result
                special1   Special1   for the   special1   Special1    for the
                   items      items      year      items      items       year
Continuing
operations
Sales revenue
from
continuing
operations         2,075          -     2,075      2,453          -     2,453

Operating
profit from
group companies
before special
items                339          -       339        365          -       365

Share of
results of JVs
and associates         1          -         1          2          -         2

Amortisation2          -        (16)      (16)         -        (21)      (21)
Exceptional items      -        (81)      (81)         -        (86)      (86)
Operating profit     340        (97)      243        367       (107)      260

Net finance
costs               (139)         -      (139)      (130)         -      (130)

Profit before tax    201        (97)      104        237       (107)      130
Tax                  (56)         -       (56)       (76)        26       (50)

Profit from
continuing
operations           145        (97)       48        161        (81)       80

Profit/(loss)
from discontinued
operations           173         31       204        149        (44)      105

Profit for the
year                 318        (66)      252        310       (125)      185

Profit attributable
to minority interests  1          -         1          2          -         2

Profit attributable
to parent entities
interests            317        (66)      251        308       (125)      183

Weighted
average number
of shares        1,687.0              1,687.0    1,690.6              1,690.6
Basic earnings     18.8c                14.9c      18.2c                10.8c
per share (US 
cents)

UK GAAP equivalents previously reported (in £ million)

Profit attributable
to parent entities
interests          £ 219   (£ 45)     £ 174     £ 194      (£ 77)     £ 117
Basic earnings
per share (pence)  13.0p              10.3p     11.5p                  6.9p


Brambles

                4 year income statement under UK GAAP, expressed in US dollars

                                      UK GAAP
US$ million              FY04                            FY05
                       Before               Result     Before               Result
                     special1   Special1   for the   special1   Special1   for the
                        items      items      year      items      items      year
Continuing operations
Sales revenue
from continuing
operations              2,911          -     2,911      3,293          -     3,293

Operating
profit from
group companies
before special
items                     441          -       441        595          -       595

Share of
results of JVs
and associates              2          -         2          2          -         2
Amortisation2               -        (24)      (24)         -        (26)      (26)
Exceptional items           -        (84)      (84)         -          8         8
Operating profit          443       (108)      335        597        (18)      579

Net finance costs        (126)         -      (126)      (133)         -      (133)

Profit before tax         317       (108)      209        464        (18)      446
Tax                      (102)         7       (95)      (153)        (3)     (156)

Profit from
continuing
operations                215       (101)      114        311        (21)      290

Profit/(loss)
from
discontinued
operations                153        (51)      102        160        (42)      118

Profit for the year       368       (152)      216        471        (63)      408

Profit attributable
to minority interests       -         (2)       (2)         2          -         2
Profit attributable
to parent entities
interests                 368        (150)      218        469        (63)      406

Weighted average 
number
of shares             1,690.7               1,690.7    1,691.8              1,691.8

Basic earnings          21.8c                 12.9c      27.7c                24.0c
per share (US
cents)

UK GAAP equivalents previously reported (in £ million)
Profit
attributable
to parent
entities
interests               £ 210      (£ 84)     £ 126     £ 254      (£ 35)     £ 219
Basic earnings
per share
(pence)                 12.4p                  7.5p     15.0p                 12.9p


Notes:

1. Special items under UK GAAP refer to exceptional items, goodwill amortisation and
   amortisation of non-goodwill intangibles (other than software).

2. Amortisation of goodwill and acquired non-goodwill
   intangibles (other than software).

3. Results for years FY02 to FY05 shown on this page are under UK GAAP. They have
   been reclassified into an IFRS presentation format.


                                    3 of 27


Brambles
                                 Income statement under IFRS, expressed in US dollars

                                                                                    IFRS
US$ million                                                         1H05                             FY05
                                                        Before               Result       Before              Result
                                                       special1  Special1   for the      special1  Special1   for the
                                                         items     items     period        items     items     year

Continuing operations
Sales revenue from continuing operations                  1,610        -       1,610        3,293        -      3,293

Operating profit from group companies
  before special items                                      282        -         282          599        -        599
Share of results of JVs and associates                        1        -           1            2        -          2
Amortisation2                                                -         (1)        (1)          -         (2)       (2)
Exceptional items                                            -         -          -            -          8         8
Operating profit                                            283        (1)       282          601         6       607

Net finance costs                                           (69)       -         (69)        (133)       -       (133)

Profit before tax                                           214        (1)       213          468         6       474

Tax                                                         (73)       -         (73)        (158)       (3)     (161)

Profit from continuing operations                           141        (1)       140          310         3       313

Profit/(loss) from discontinued operations                   66       (10)        56          145       (10)      135

Profit for the year                                         207       (11)       196          455        (7)      448

Profit attributable to minority interests                    -         -          -             2        -          2
Profit attributable to parent entities interests            207       (11)       196          453        (7)      446

Weighted average number of shares                       1,691.2              1,691.2      1,691.8             1,691.8

Basic earnings per share (US cents)                        12.2c                11.6c        26.8c               26.4c

UK GAAP equivalents previously reported (in £ million)
Profit attributable to parent entities interests          £ 116     (£ 20)      £ 96        £ 254     (£ 35)    £ 219
Basic earnings per share (pence)                            6.9p                 5.7p        15.0p               12.9p

Notes:

1. Special items under IFRS refer to exceptional items, impairments, fair value adjustments and amortisation
of acquired non-goodwill intangibles (other than software).

2. Amortisation of acquired non-goodwill intangibles (other than software).


                                    4 of 27


Brambles
                    Year ended 30 June 2005 - income statement transition from UK GAAP to IFRS

£ million, except as               Reclassifications                         IFRS adjustments
noted
                         UK GAAP                        Dis-     Defined               Share    Overseas
                              as      JVs and     continued      benefit               based  subsidiary
                        reported   associates    operations     pensions   Goodwill  payments   fx hedge     Other
                                      (note 3)      (note 5)     (note 6)   (note 7) (note 9)   (note 11) (note 12)
                                                                                                           
Continuing operations
Sales revenue              3,211                    (1,438)

Operating profit from
group companies
before special
items                        438                      (117)        (1)                    1            2
Share of
results of JVs
and associates                13           (5)          (7)
Amortisation of
goodwill
and
non-goodwill
intangibles                  (34)                       20                    13
Exceptional
items                          4
Operating
profit                       421           (5)        (104)        (1)        13          1            2       -

Net finance
costs                        (74)           2

Profit before
tax                          347           (3)        (104)        (1)        13          1            2       -

Tax                         (127)           3           40                    (2)                     (1)

Profit from
continuing
operations                   220            -          (64)        (1)        11          1            1       -

Profit from
discontinued
operations                     -                        64         (2)        15         (4)                   1

Profit for the
year                         220            -            -         (3)        26         (3)           1       1

Profit
attributable
to minority
interests                      1
Profit
attributable
to parent
entities
interests                    219            -            -         (3)        26         (3)           1       1


Brambles

     Year ended 30 June 2005 - income statement transition from UK GAAP to IFRS


£ million, except as noted
                                         IFRS      IFRS
                                           in        in
                                            £       US$

Continuing
operations

Sales revenue                           1,773      3,293

Operating profit
from group
companies
before special items                      323        599
Share of results of                         1          2
JVs and associates
Amortisation of
goodwill
and non-goodwill                           (1)        (2)
intangibles
Exceptional items                           4          8
Operating profit                          327        607

Net finance costs                         (72)      (133)

Profit before tax                         255        474

Tax                                       (87)      (161)

Profit from                               168        313
continuing
operations

Profit from                                74        135
discontinued
operations

Profit for the year                       242        448

Profit attributable
to minority                                 1          2
interests
Profit attributable
to parent entities                        241        446
interests

                                    5 of 27

Brambles

                        Half-year ended 31 December 2004 - income statement transition from UK GAAP to IFRS

£ million, except as               Reclassifications         IFRS adjustments
noted
                         UK GAAP                       Dis-   Defined                Share     Overseas
                              as      JVs and    continued    benefit                based   subsidiary
                        reported   associates   operations   pensions   Goodwill   payments    fx hedge      Other
                                      (note 3)     (note 5)  (note 6)   (note 7)   (note 9)   (note 11)   (note 12)
                                                                                                           
Continuing operations
Sales revenue              1,583                      (710)

Operating profit from
group companies
before special items         205                       (53)
Share of
results of JVs
and associates                 6           (2)          (3)
Amortisation of
goodwill and
non-goodwill
intangibles                  (17)                       10                     7
Exceptional items              -
Operating profit             194           (2)         (46)         -          7          -            -       -

Net finance costs            (39)           1

Profit before tax            155           (1)         (46)         -          7          -            -       -

Tax                          (59)           1           20                    (1)

Profit from continuing
operations                    96            -          (26)         -          6          -            -       -

Profit from discontinued
operations                     -                        26                     6         (2)                   1

Profit for the year           96            -            -          -         12         (2)           -       1

Profit attributable to         -
minority interests
Profit attributable
to parent entities
interests                    96            -            -          -         12         (2)           -       1


Brambles

Half-year ended 31 December 2004 - income statement transition from UK GAAP to IFRS

£ million, except as noted
                                                         IFRS   IFRS
                                                           in     in
                                                            £    US$

Continuing operations

Sales revenue                                             873   1,610

Operating profit from group companies
before special items                                      152     282
Share of results of JVs and                                 1       1
associates
Amortisation of goodwill and non-goodwill                   -      (1)
intangibles
Exceptional items                                           -       -
Operating profit                                          153     282

Net finance costs                                         (38)    (69)

Profit before tax                                         115     213

Tax                                                       (39)    (73)

Profit from continuing                                     76     140
operations

Profit from discontinued                                   31      56
operations

Profit for the year                                       107     196

Profit attributable to                                      -       -
minority interests
Profit attributable to
parent entities                                           107     196
interests


                                    6 of 27



Brambles

        Year ended 30 June 2005 - income statement transition from AGAAP to IFRS

A$ million,             Reclass    IFRS adjustments
except as noted

               AGAAP      Dis-    Defined            Share    Overseas        IFRS  IFRS
                 as    continued  benefit            based   subsidiary        in    in
              reported operations pensions Goodwill payments  fx hedge  Other  A$    US$
                        (note 5)  (note 6) (note 7) (note 9) (note 11)  (note
                                                                         12)
Continuing operations

Sales revenue   7,917     (3,545)                                             4,372 3,293


Operating profit from
group companies
before          1,088       (287)      (2)              (11)         4         792   599
special items

Share of           20        (16)                                                4     2
results of
JVs and
associates

Amortisation
of goodwill
and              (100)        48                50                              (2)   (2)
non-goodwill
intangibles

Exceptional        10                                                           10     8
items

Operating       1,018       (255)      (2)      50      (11)         4    -    804   607
profit

Net finance      (177)                                                        (177) (133)
costs

Profit before     841       (255)      (2)      50      (11)         4    -    627   474
tax

Tax              (310)        98       -        (5)       5         (1)   -   (213) (161)

Profit from       531       (157)      (2)      45       (6)         3    -    414   313
continuing
operations

Profit from        -         157       (4)      38      (10)                   181   135
discontinued
operations

Profit for        531         -        (6)      83      (16)         3    -    595   448
the year

Profit              2                                                            2     2
attributable
to minority
interests
Profit            529         -        (6)      83      (16)         3    -    593   446
attributable
to parent
entities
interests

                                    7 of 27


Brambles

                      Half-year ended 31 December 2004 - income statement transition from AGAAP to IFRS

A$ million, except as noted          Reclass      IFRS adjustments

                          AGAAP      Dis-         Defined               Share      Overseas
                          as         continued    benefit               based      subsidiary
                          reported   operations   pensions   Goodwill   payments   fx hedge     Other
                                     (note 5)     (note 6)   (note 7)   (note 9)   (note 11)    (note
                                                                                                12)
Continuing operations

Sales revenue                3,960       (1,777)

Operating profit from
group companies
before special
items                          517         (131)                    -         (6)

Share of
results of JVs
and associates                   9           (7)                    -

Amortisation of
goodwill
and
non-goodwill
intangibles                    (50)          24                    25

Exceptional items                -

Operating
profit                         476         (114)         -         25         (6)           -       -

Net finance
costs                          (94)           -

Profit before
tax                            382         (114)         -         25         (6)           -       -

Tax                           (147)          49

Profit from
continuing
operations                     235          (65)         -         25         (6)           -       -

Profit from
discontinued
operations                       -           65                    16         (3)

Profit for the
year                           235            -          -         41         (9)           -       -

Profit attributable to           -
minority interests

Profit
attributable
to parent
entities
interests                      235            -          -         41         (9)           -       -


Brambles

                      Half-year ended 31 December 2004 - income statement transition from AGAAP to IFRS

A$ million, except as noted
                                        IFRS                   IFRS
                                          in                     in
                                          A$                    US$

Continuing operations

Sales revenue                          2,183                  1,610

Operating profit from
group companies
before special items                     380                    282

Share of results of JVs                    2                      1
and associates

Amortisation of
goodwill
and non-goodwill                          (1)                    (1)
intangibles

Exceptional items                          -                      -

Operating profit                         381                    282

Net finance costs                        (94)                   (69)

Profit before tax                        287                    213

Tax                                      (98)                   (73)

Profit from continuing                   189                    140
operations

Profit from                               78                     56
discontinued operations

Profit for the year                      267                    196

Profit attributable to                     -                      -
minority interests

Profit attributable to                   267                    196
parent entities
interests

                                    8 of 27


Brambles

                       4 year balance sheet assets, expressed in US dollars

                                                                  UK GAAP                 IFRS
US$ million                                              FY02   FY03   FY04   FY05     1H05   FY05

Current assets

Cash and cash equivalents                                  81     75     63    188       65    188
Trade and other receivables                             1,054  1,029  1,034  1,099    1,112  1,099
Inventories                                                52     53     60     70       66     66
Other current assets                                       64     88     84     68      102     62
Assets classified as held for sale                         -      -      -               10      9
                                                                                  -
Total current assets                                    1,251  1,245  1,241  1,425    1,355  1,424

Non-current assets
Trade and other receivables                                11     23     15     30       16     30
Investments in joint ventures and associates               98    100    125    125      134    127
Other investments                                          21     23     17      4       17      4
Property, plant and equipment                           3,468  3,966  4,045  4,065    4,145  3,934
Goodwill                                                  735    840    821    793      991    939
Other intangible assets                                    -      -      -      -       147    127
Deferred tax assets                                        35     92    106     80      167    150
Other non-current assets                                   44     16     19     21       23     21
Total non-current assets                                4,412  5,060  5,148  5,118    5,640  5,332

Total assets                                            5,663  6,305  6,389  6,543    6,995  6,756


Reconciliation with UK GAAP equivalents (in £ million)

Fixed assets                                          £ 2,815 £2,973 £2,749 £2,777
                                                              
Current assets                                        £   852 £  774 £  700 £  822

                                                      £ 3,667 £3,747 $3,449 £3,599

Reclassification of deferred tax assets                  £ 23   £ 56   £ 58   £ 44

Total assets under IFRS presentation                  £ 3,690 £3,803 £3,507 £3,643       
                                                      
Exchange rate                                           1.5347 1.6578 1.8218 1.7960

US$ equivalent, as above                                5,663  6,305  6,389  6,543


                                    9 of 27


Brambles

                     4 year balance sheet liabilities, expressed in US dollars

US$ million                                                       UK GAAP                 IFRS
                                                         FY02   FY03   FY04   FY05     1H05   FY05

Current liabilities
Trade and other payables                                  724    827    932  1,029      998  1,029
Borrowings                                                130     81     72     26       74     26
Current tax payable                                       131     63     62     94       70     94
Provisions                                                141    178    162    177      162    178
Other current liabilities                                  93    114    118    148       -      -
Total current liabilities                               1,219  1,263  1,346  1,474    1,304  1,327

Non-current liabilities
Borrowings                                              2,378  2,658  2,532  2,371    2,560  2,371
Retirement benefit obligations                             -      -      -      -       187    242
Provisions                                                 74     96     99    103      103     99
Deferred tax liabilities                                  250    314    364    351      407    357
Other non-current liabilities                               2      1     13      7       13      7
Total non-current liabilities                           2,704  3,069  3,008  2,832    3,270  3,076

Total liabilities                                       3,923  4,332  4,354  4,306    4,574  4,403

Net assets                                              1,740  1,973  2,035  2,237    2,421  2,353


Reconciliation with UK GAAP equivalents (in £ million)
Current creditors                                       £ 796  £ 655  £ 657  £ 726

Non-current creditors                                   £1,549 £ 1,603£1,390 £1,320
                                                        
Provisions for liabilities and charges                  £ 188  £ 299  £ 285  £ 307

                                                        £2,533 £2,557 £2,332 £2,353

Reclassification of deferred tax assets                  £ 23   £ 56   £ 58   £ 44

Total liabilities under IFRS presentation               £2,556  £2,613 £2,390 £2,397   
                                                        
Exchange rate                                           1.5347 1.6578 1.8218 1.7960

US$ equivalent, as above                                3,923  4,332  4,354  4,306


                                    10 of 27



                       30 June 2005 - balance sheet transition from UK GAAP to IFRS

                             Reclassifications                                IFRS adjustments

£ million, except  UK GAAP              Non-      Non-                        Defined
as noted
                  as         Deferred   current   current       Capitalised   benefit               Dividend
                  reported   tax        assets    liabilities   software      pensions   Goodwill   provision   Other
ASSETS                       (note 1)   (note 2)  (note 2)      (note 4)      (note 6)   (note 7)   (note 8)    (note
                                                                                                                12)
Cash and cash
equivalents            105

Trade and
other
receivables            678                  (63)                                    (3)

Inventories             39                                                                                         (2)

Other current
assets                   -                   34

Assets
classified as
held for sale            -                                                                                          5

Total current
assets                 822          -       (29)            -             -         (3)         -           -       3

Trade and
other
receivables                                  17

Investments in
JVs and
associates              69                                                                      2

Other
investments              2

Property,
plant and
equipment            2,264                                              (69)                                       (5)

Goodwill               442                                                                     81

Other
intangible
assets                   -                                               69                     2

Deferred tax
assets                   -         44                                               38                              1

Other
non-current
assets                   -                   12

Total
non-current
assets               2,777         44        29             -             -         38         85           -      (4)

Total assets         3,599         44         -             -             -         35         85           -      (1)

LIABILITIES

Trade and
other payables         576                                 (4)

Borrowings              15

Current tax
payable                 52

Provisions               -                                 99

Other current
liabilities             83                                                                                (83)

Total current
liabilities            726          -         -            95             -          -          -         (83)      -

Borrowings           1,320

Retirement
benefit
obligations              -                                                         135

Provisions             156                                (99)                      (5)                             3

Deferred tax
liabilities            151         44                                                           2                   2

Other
non-current
liabilities              -                                  4

Total
non-current
liabilities          1,627         44         -           (95)            -        130          2           -       5

Total
liabilities          2,353         44         -             -             -        130          2         (83)      5

Net assets           1,246          -         -             -             -        (95)        83          83      (6)


                       30 June 2005 - balance sheet transition from UK GAAP to IFRS

£ million, except as noted              IFRS                   IFRS
                                          in                     in
                                           £                    US$
ASSETS

Cash and cash                            105                    188
equivalents

Trade and other                          612                  1,099
receivables

Inventories                               37                     66

Other current assets                      34                     62

Assets classified as                       5                      9
held for sale

Total current assets                     793                  1,424

Trade and other                           17                     30
receivables

Investments in JVs and                    71                    127
associates

Other investments                          2                      4

Property, plant and                    2,190                  3,934
equipment

Goodwill                                 523                    939

Other intangible assets                   71                    127

Deferred tax assets                       83                    150

Other non-current                         12                     21
assets

Total non-current                      2,969                  5,332
assets

Total assets                           3,762                  6,756

LIABILITIES

Trade and other                          572                  1,029
payables

Borrowings                                15                     26

Current tax payable                       52                     94

Provisions                                99                    178

Other current                              -                      -
liabilities

Total current                            738                  1,327
liabilities

Borrowings                             1,320                  2,371

Retirement benefit                       135                    242
obligations

Provisions                                55                     99

Deferred tax                             199                    357
liabilities

Other non-current                          4                      7
liabilities

Total non-current                      1,713                  3,076
liabilities

Total liabilities                      2,451                  4,403

Net assets                             1,311                  2,353


                                    11 of 27



Brambles
                   31 December 2004 - balance sheet transition from UK GAAP to IFRS

                             Reclassifications                                IFRS adjustments

£ million, except UK GAAP               Non-      Non-                        Defined
as noted
                  as         Deferred   current   current       Capitalised   benefit               Dividend
                  reported   tax        assets    liabilities   software      pensions   Goodwill   provision   Other

ASSETS                       (note 1)   (note 2)  (note 2)      (note 4)      (note 6)   (note 7)   (note 8)    (note
                                                                                                                12)
Cash and cash
equivalents             34

Trade and
other
receivables            658                  (74)                                    (2)

Inventories             37                                                                                         (2)
Other current
assets                                       54

Assets
classified as
held for sale                                                                                                       5

Total current
assets                 729          -       (20)            -             -         (2)         -           -       3

Trade and
other
receivables                                   8

Investments in
JVs and
associates              69                                                                      1

Other
investments              9

Property,
plant and
equipment            2,249                                              (75)                                       (4)

Goodwill               455                                                                     64

Other
intangible
assets                   -                                               75                     2

Deferred tax
assets                   -         59                                               27                              1

Other
non-current
assets                   -                   12

Total
non-current
assets               2,782         59        20             -             -         27         67           -      (3)

Total assets         3,511         59         -             -             -         25         67           -       -

LIABILITIES

Trade and
other payables         530                                 (7)

Borrowings              39

Current tax
payable                 36

Provisions               -                                 84

Other current
liabilities             69                                                                                (69)

Total current
liabilities            674          -         -            77             -          -          -         (69)      -

Borrowings           1,340

Retirement
benefit
obligations              -                                                          98

Provisions             139                                (84)                      (5)                             3

Deferred tax
liabilities            153         59                                                          (1)                  2

Other
non-current
liabilities              -                                  7

Total
non-current
liabilities          1,632         59         -           (77)            -         93         (1)          -       5

Total
liabilities          2,306         59         -             -             -         93         (1)        (69)      5

Net assets           1,205          -         -             -             -        (68)        68          69      (5)


                   31 December 2004 - balance sheet transition from UK GAAP to IFRS

£ million, except as noted              IFRS                   IFRS
                                          in                     in
                                           £                    US$

ASSETS

Cash and cash                             34                     65
equivalents

Trade and other                          582                  1,112
receivables

Inventories                               35                     66

Other current assets                      54                    102

Assets classified as                       5                     10
held for sale

Total current assets                     710                  1,355

Trade and other                            8                     16
receivables

Investments in JVs and                    70                    134
associates

Other investments                          9                     17

Property, plant and                    2,170                  4,145
equipment

Goodwill                                 519                    991

Other intangible assets                   77                    147

Deferred tax assets                       87                    167

Other non-current                         12                     23
assets

Total non-current                      2,952                  5,640
assets

Total assets                           3,662                  6,995

LIABILITIES

Trade and other                          523                    998
payables

Borrowings                                39                     74

Current tax payable                       36                     70

Provisions                                84                    162

Other current                              -                      -
liabilities

Total current                            682                  1,304
liabilities

Borrowings                             1,340                  2,560

Retirement benefit                        98                    187
obligations

Provisions                                53                    103

Deferred tax                             213                    407
liabilities

Other non-current                          7                     13
liabilities

Total non-current                      1,711                  3,270
liabilities

Total liabilities                      2,393                  4,574

Net assets                             1,269                  2,421


                                    12 of 27

Brambles

                              30 June 2005 - balance sheet transition from AGAAP to IFRS

                                                              Reclass           IFRS adjustments

A$ million, except as noted                         AGAAP                       Defined
                                                    as        Capitalised       benefit
                                                    reported  Software          pensions     Goodwill    Other
ASSETS                                                        (note 4)          (note 6)     (note 7)    (note
                                                                                                         12)
Cash and cash
equivalents                                              247

Trade and other
receivables                                            1,444

Inventories                                               92                                                (5)

Other current assets                                      89                         (8)

Assets classified as
held for sale                                              -                                                 12

Total current assets                                  1,872              -           (8)             -        7

Trade and other
receivables                                              39

Investments in JVs and
associates                                              164                                          3

Other investments                                         6

Property, plant and
equipment                                             5,338              (162)                              (11)

Goodwill                                              1,144                                         89

Other intangible assets                                   -               162                        5

Deferred tax assets                                     106                             89                    2

Other non-current
assets                                                   27

Total non-current
assets                                                6,824                 -           89          97       (9)

Total assets                                          8,696                 -           81          97       (2)

LIABILITIES

Trade and other
payables                                              1,352

Borrowings                                               34

Current tax payable                                     124

Provisions                                              232

Total current
liabilities                                           1,742                 -            -           -        -

Borrowings                                            3,113

Retirement benefit
obligations                                               -                            318

Provisions                                              135                            (12)                   7

Deferred tax
liabilities                                             452                                         10        6

Other non-current
liabilities                                               9

Total non-current
liabilities                                           3,709                 -          306          10       13

Total liabilities                                     5,451                 -          306          10       13

Net assets                                            3,245                 -         (225)         87      (15)


                              30 June 2005 - balance sheet transition from AGAAP to IFRS

A$ million, except as noted              IFRS                  IFRS
                                           in                    in
                                           A$                   US$

ASSETS

Cash and cash                            247                    188
equivalents

Trade and other                        1,444                  1,099
receivables

Inventories                               87                     66

Other current assets                      81                     62

Assets classified as                      12                      9
held for sale

Total current assets                   1,871                  1,424

Trade and other                           39                     30
receivables

Investments in JVs and                   167                    127
associates

Other investments                          6                      4

Property, plant and                    5,165                  3,934
equipment

Goodwill                               1,233                    939

Other intangible assets                  167                    127

Deferred tax assets                      197                    150

Other non-current                         27                     21
assets

Total non-current                      7,001                  5,332
assets

Total assets                           8,872                  6,756

LIABILITIES

Trade and other                        1,352                  1,029
payables

Borrowings                                34                     26

Current tax payable                      124                     94

Provisions                               232                    178

Total current                          1,742                  1,327
liabilities

Borrowings                             3,113                  2,371

Retirement benefit                       318                    242
obligations

Provisions                               130                     99

Deferred tax                             468                    357
liabilities

Other non-current                          9                      7
liabilities

Total non-current                      4,038                  3,076
liabilities

Total liabilities                      5,780                  4,403

Net assets                             3,092                  2,353


                                    13 of 27

Brambles

                 31 December 2004 - balance sheet transition from AGAAP to IFRS

                                                               Reclass           IFRS adjustments
A$ million, except as noted                           AGAAP                       Defined
                                                         as  Capitalised          benefit
                                                  reported      software         pensions     Goodwill    Other
ASSETS                                                         (note 4)          (note 6)     (note 7)    (note
                                                                                                            12)
Cash and cash
equivalents                                              84

Trade and other
receivables                                           1,433

Inventories                                              91                                                  (5)

Other current assets                                    135                             (5)

Assets classified as
held for sale                                             -                                                  12

Total current assets                                  1,743                 -           (5)          -        7

Trade and other
receivables                                              21

Investments in JVs and
associates                                              171                                          2

Other investments                                        22

Property, plant and
equipment                                             5,532              (184)                              (12)

Goodwill                                              1,231                                         44

Other intangible assets                                                   184                        5

Deferred tax assets                                     152                             65                    1

Other non-current
assets                                                   30

Total non-current
assets                                                7,159                 -           65          51      (11)

Total assets                                          8,902                 -           60          51       (4)

LIABILITIES

Trade and other
payables                                              1,286

Borrowings                                               95

Current tax payable                                      91

Provisions                                              208

Total current
liabilities                                           1,680                 -            -           -        -

Borrowings                                            3,297

Retirement benefit
obligations                                               -                            241

Provisions                                              134                            (12)                   7

Deferred tax
liabilities                                             513                                          7        5

Other non-current
liabilities                                              17

Total non-current
liabilities                                           3,961                 -          229           7       12

Total liabilities                                     5,641                 -          229           7       12

Net assets                                            3,261                 -         (169)         44      (16)


                 31 December 2004 - balance sheet transition from AGAAP to IFRS

A$ million, except as noted             IFRS                   IFRS
                                          in                     in
                                          A$                    US$

ASSETS

Cash and cash                             84                     65
equivalents

Trade and other                        1,433                  1,112
receivables

Inventories                               86                     66

Other current assets                     130                    102

Assets classified as                      12                     10
held for sale

Total current assets                   1,745                  1,355

Trade and other                           21                     16
receivables

Investments in JVs and                   173                    134
associates

Other investments                         22                     17

Property, plant and                    5,336                  4,145
equipment

Goodwill                               1,275                    991

Other intangible assets                  189                    147

Deferred tax assets                      218                    167

Other non-current                         30                     23
assets

Total non-current                      7,264                  5,640
assets

Total assets                           9,009                  6,995

LIABILITIES

Trade and other                        1,286                    998
payables

Borrowings                                95                     74

Current tax payable                       91                     70

Provisions                               208                    162

Total current                          1,680                  1,304
liabilities

Borrowings                             3,297                  2,560

Retirement benefit                       241                    187
obligations

Provisions                               129                    103

Deferred tax                             525                    407
liabilities

Other non-current                         17                     13
liabilities

Total non-current                      4,209                  3,270
liabilities

Total liabilities                      5,889                  4,574

Net assets                             3,120                  2,421


                                    14 of 27


Brambles

                                  4 year cash flow statement, expressed in US dollars

US$ million                                                            UK GAAP                             IFRS

                                                        FY02       FY03       FY04       FY05         1H05       FY05

Cash flows from operating activities
Receipts from customers                                  4,916      5,272      5,981      6,640        3,260      6,640
Payments to suppliers and employees                     (3,938)    (4,175)    (4,680)    (5,081)      (2,560)    (5,081)
Cash generated from operations                             978      1,097      1,301      1,559          700      1,559
Dividends received                                           2         11         12         14            6         14
Interest paid                                             (145)      (134)      (132)      (120)         (51)      (119)
Interest received                                            7          6         11          6            3          6
Income taxes paid                                         (142)      (208)      (144)      (169)         (85)      (169)
Net cash flows from operating activities                   700        772      1,048      1,290          573      1,291

Cash flows from investing activities
Acquisition and disposal of subsidiaries, JVs and          502        (86)       (23)       (38)         (38)       (38)
associates
Purchases of property, plant and equipment                (811)      (726)      (693)      (794)        (388)      (794)
Proceeds from sale of property, plant and equipment        120         72         88        120           48        120
Loans with joint ventures and associates                   (10)         3          8          5            2          5
Net cash used in investing activities                     (199)      (737)      (620)      (707)        (376)      (707)

Cash flows from financing activities
Movements in borrowings                                   (409)       172       (218)      (203)         (88)      (203)
Proceeds from issue of ordinary shares                      29          2          1         11            2         11
Dividends paid to Brambles' shareholders                  (143)      (198)      (241)      (256)        (124)      (256)
Dividends paid to minority interests                                              -          -            -          (1)
                                                           -          -
Net cash used in financing activities                     (523)       (24)      (458)      (448)        (210)      (449)

Net increase/(decrease) in cash and cash equivalents       (22)        11        (30)       135          (13)       135


UK GAAP equivalents previously reported (in £
million)
Increase/(decrease) in cash                              (£ 16)       £ 6      (£ 20)      £ 78         (£ 6)      £ 78
Management of liquid resources                             £ 1        £ 1        £ 3       (£ 1)         -         (£ 1)

                                                         (£ 15)       £ 7      (£ 17)      £ 77         (£ 6)      £ 77

                                    15 of 27

Brambles

                4 year historical segmental data, expressed in US dollars

                                          Sales

US$ million                                              UK GAAP                IFRS
                                                 FY02  FY03  FY04  FY05     1H05   FY05

Continuing operations

CHEP Americas                                     859   951  1,067 1,188     579   1,188

CHEP Europe                                       720   884  1,080 1,225     604   1,225

CHEP RoW                                          168   213   293   350      168     350

CHEP                                             1,747 2,048 2,440 2,763   1,351   2,763

Recall                                            328   405   471   530      259     530

Total continuing operations                      2,075 2,453 2,911 3,293   1,610   3,293


Cleanaway                                        1,241 1,427 1,692 1,896     938   1,896

Brambles Industrial Services                      397   450   502   559      270     559

Regional Businesses                               221   178   184   216      104     216

Prior year discontinued operations                586   139     5    -        -       -

Discontinued operations                          2,445 2,194 2,383 2,671   1,312   2,671


Total                                            4,520 4,647 5,294 5,964   2,922   5,964


UK GAAP equivalents previously reported (in £         
million)                                        £3,112 £2,915 £3,023 £3,211 £1,583 £ 3,211


Note: excludes share of sales of joint ventures and associates


                                    16 of 27

Brambles

                4 year historical segmental data, expressed in US dollars


                               Comparable operating profit


US$ million                                                UK GAAP              IFRS
                                                     FY02 FY03 FY04 FY05    1H05   FY05

Continuing operations

CHEP Americas                                         92  119  130  205       96     205
CHEP Europe                                          162  145  183  227      106     225
CHEP RoW                                              46   53   83  107       51     104
CHEP                                                 300  317  396  539      253     534

Recall                                                57   77   74   87       39      85

Corporate                                            (17) (27) (27) (29)      (9)    (18)

Total continuing operations                          340  367  443  597      283     601

Cleanaway                                            137  147  149  143       62     135
Brambles Industrial Services                          44   46   61   72       31      68
Regional Businesses                                   14    4    7   14        6      14
Prior year discontinued operations                    44   16    1   -        -       -
Discontinued operations                              239  213  218  229       99     217

Total                                                579  580  661  826      382     818


UK GAAP equivalents previously reported (in £              
million)                                            £402 £369 £381 £452    £ 211   £ 452


Note: comparable operating profit is 'profit before special items, interest and tax'
which the Directors consider to be a useful measure of underlying business performance.




                                    17 of 27


Brambles

                4 year historical segmental data, expressed in US dollars

                                Cash flow from operations
                                     after net capex

US$ million                                                UK GAAP              IFRS
                                                     FY02 FY03 FY04 FY05    1H05   FY05

Continuing operations

CHEP Americas                                          9   18  211  234       97     234

CHEP Europe                                           31  102  133  274      113     274

CHEP RoW                                              33   42   70   97       43      97

CHEP                                                  73  162  414  605      253     605

Recall                                                14   58   62  113       27     113

Corporate                                            (39) (50) (22) (18)      (9)    (18)

Total continuing operations                           48  170  454  700      271     700

Cleanaway                                             97  154  155  151       85     151

Brambles Industrial Services                          31   88   93   39        6      39

Regional Businesses                                   23   15   16   12        5      12

Prior year discontinued operations                    80   30   (2)   2        1       2

Discontinued operations                              231  287  262  204       97     204

Total                                                279  457  716  904      368     904


UK GAAP equivalents previously reported (in £             
million)                                            £195 £282 £400 £488    £ 196   £ 488



                                    18 of 27


Brambles

                4 year historical segmental data, expressed in US dollars

                        Purchases of property, plant & equipment


US$ million                                                UK GAAP              IFRS
                                                     FY02 FY03 FY04 FY05    1H05   FY05

Continuing operations

CHEP Americas                                        299  268  181  241      129     241

CHEP Europe                                          217  208  215  170       92     170

CHEP RoW                                              43   46   61   81       35      81

CHEP                                                 559  522  457  492      256     492

Recall                                                33   37   46   47       24      47

Corporate                                              1    2    1   -        -       -

Total continuing operations                          593  561  504  539      280     539

Cleanaway                                            122  127  144  155       69     155

Brambles Industrial Services                          46   32   43   87       35      87

Regional Businesses                                   13    2    2   13        4      13

Prior year discontinued operations                    37    4   -    -        -       -

Discontinued operations                              218  165  189  255      108     255

Total                                                811  726  693  794      388     794


UK GAAP equivalents previously reported (in £              
million)                                            £557 £456 £398 £428    £ 210   £ 428



                                    19 of 27


Brambles

              4 year historical segmental data, expressed in US dollars

                                     Depreciation


US$ million                                             UK GAAP              IFRS
                                                  FY02 FY03 FY04 FY05    1H05   FY05

Continuing operations

CHEP Americas                                     147  160  168  165       82     165

CHEP Europe                                       100  118  155  157       79     157

CHEP RoW                                           19   24   33   39       18      39

CHEP                                              266  302  356  361      179     361

Recall                                             19   24   28   32       16      32

Corporate                                           1    1    1    1       -        1

Total continuing operations                       286  327  385  394      195     394

Cleanaway                                          92  111  130  146       72     146

Brambles Industrial Services                       43   47   46   48       24      48

Regional Businesses                                16   15   16   16        8      16

Prior year discontinued operations                 65    4   -    -        -       -

Discontinued operations                           216  177  192  210      104     210

Total                                             502  504  577  604      299     604


UK GAAP equivalents previously reported (in £           
million)                                         £346 £316 £330 £325     £ 162   £ 325



Note: includes depreciation of fixed assets and amortisation of software


                                    20 of 27

Brambles

              4 year historical segmental data, expressed in US dollars

                               Amortisation of goodwill
                             and non-goodwill intangibles


US$ million                                             UK GAAP              IFRS
                                                  FY02 FY03 FY04 FY05    1H05   FY05

Continuing operations

CHEP Americas                                       2    2    2    3       -       -

CHEP Europe                                        -    -    -    -        -       -

CHEP RoW                                           -    -    -    -        -       -

CHEP                                                2    2    2    3       -       -

Recall                                             14   19   22   23        1       2

Corporate                                          -    -    -    -        -       -

Total continuing operations                        16   21   24   26        1       2

Cleanaway                                          20   23   27   27       -       -

Brambles Industrial Services                        6    7    8    9       -       -

Regional Businesses                                 3    2    1   -        -       -

Prior year discontinued operations                 -    -    -    -        -       -

Discontinued operations                            29   32   36   36       -       -

Total                                              45   53   60   62        1       2


UK GAAP equivalents previously reported (in £     £ 32 £ 34 £ 35 £ 35    £ 17    £ 35
million)



Note: includes amortisation of goodwill in joint ventures and associates


                                    21 of 27


Brambles

                4 year historical segmental data, expressed in US dollars

                                 Average capital invested


US$ million                                                UK GAAP               IFRS
                                                   FY02  FY03  FY04  FY05     1H05   FY05

Continuing operations

CHEP Americas                                      1,188 1,332 1,336 1,286   1,265  1,269

CHEP Europe                                         940  1,202 1,285 1,336   1,337  1,335

CHEP RoW                                            159   193   250   277      290    298

CHEP                                               2,287 2,727 2,871 2,899   2,892  2,902


Recall                                              414   536   646   706      651    653

Corporate                                             1    12     9   (18)     (34)   (36)

Total continuing operations                        2,702 3,275 3,526 3,587   3,509  3,519


Cleanaway                                           991  1,149 1,264 1,319   1,063  1,071

Brambles Industrial Services                        380   404   429   458      414    426

Regional Businesses                                 192   195   191   193      133    135

Prior year discontinued operations                  384    10   (18)   (7)      (6)    (5)

Discontinued operations                            1,947 1,758 1,866 1,963   1,604  1,627


Total                                              4,649 5,033 5,392 5,550   5,113  5,146



                                    22 of 27


Brambles


Explanatory notes on the material impacts to Brambles of the adoption of IFRS

Basis of preparation

Brambles' combined financial information sets out the combined results and
financial position of Brambles Industries plc (BIP) and Brambles Industries
Limited (BIL), and their respective subsidiaries, joint ventures and associates.
BIP and BIL are collectively referred to as Brambles.

BIP is required to comply with international accounting standards as published
by the International Accounting Standards Board (IASB), whereas BIL is required
to comply with Australian Equivalents to International Financial Reporting
Standards (AIFRS). Generally, AIFRS are identical to the IASB's international
accounting standards, except that in certain cases, AIFRS require additional
disclosures to be made or prohibit accounting treatments permitted by the IASB.

In preparing Brambles' combined accounts under International Financial Reporting
Standards (IFRS), consideration has been taken of the requirements of both the
IASB and AIFRS, and policies selected which ensure concurrent compliance with
both sets of requirements.

The historical financial information shown has been derived from the Brambles'
combined accounts previously published under UK GAAP and AGAAP, with 1H05 and
FY05 data adjusted as described below to reflect IFRS requirements. The
consolidation process used in the preparation of the combined financial
statements under IFRS has not changed from that followed under UK GAAP and
AGAAP.

Brambles has adopted the US dollar as its presentation currency when preparing
combined financial statements under IFRS.

Unless otherwise indicated as being under IFRS, results and balances for years
FY02 to FY05 are calculated under UK GAAP, but reclassified into an IFRS
presentation format.

Foreign currency results and cash flows have been translated into US dollars at
the applicable actual monthly exchange rates ruling in each year.

Presentational changes on adoption of IFRS

1. Deferred tax

Under UK GAAP, deferred tax assets were presented within deferred tax
liabilities. Under IFRS, they are presented within assets. A reclassification
entry is therefore required on transition to IFRS. Under AGAAP, deferred tax
assets were presented within assets, therefore there is no need for a similar
reclassification on transition to IFRS.

2. Current and non-current analysis

Under UK GAAP, the current and non-current portions of receivables, payables and
provisions were not separately presented. Under IFRS, they are separately
disclosed within current and non-current classifications, as appropriate. A
reclassification entry is therefore required on transition to IFRS. Under AGAAP,
disclosure was made within current and non-current classifications, and
therefore there is no need for a similar reclassification on transition to IFRS.


                                   23 of 27


Brambles



Explanatory notes on the material impacts to Brambles of the adoption of IFRS
(continued)

3. Joint ventures and associates

Under IFRS, the after-tax share of results from joint ventures and associates is
presented on one line in the income statement, unlike UK GAAP, where Brambles'
share of operating profit, interest and tax were separately presented. A
reclassification entry is therefore required on transition to IFRS. The AGAAP
treatment was the same as under IFRS, therefore no presentational adjustment is
required on transition to IFRS.

4. Intangible assets

IAS 38 & AASB 138 Intangible Assets requires that capitalised software and
software development costs be presented as an intangible asset, in contrast to
Brambles' previous practice of presenting such assets within tangible fixed
assets. At 1 July 2004, a transitional reclassification of £83 million (A$216
million) was made from tangible fixed assets to intangible assets. At 30 June
2005, as a result of amortisation movements in the year, the cumulative
reclassification was £69 million (A$162 million). There is no impact on the
effective life of the capitalised items or to net profit.

5. Discontinued operations

Under IFRS 5 & AASB 5 Non-current Assets Held for Sale and Discontinued
Operations, the results of a discontinued operation are required to be shown
separately from continuing businesses in the income statement. Comparative
information in the income statement is required to be adjusted, resulting in a
consistent presentation of the results of a discontinued operation for all
periods shown.

Assets held for sale, and assets of a disposal group (for example, a business
operation), together with related liabilities, are required to be shown
separately on the balance sheet but prior year balance sheet comparatives are
not adjusted.

Classification as a discontinued operation is required once it is highly
probable that the carrying amount of the asset will be recovered principally
through a sale transaction, rather than through continuing use, subject to
meeting other criteria set out in IFRS 5 & AASB 5. This differs from UK GAAP and
AGAAP, where classification as a discontinued operation was primarily required
for segment reporting purposes.

On 13 October 2005, Brambles announced that it had sold its Cleanaway Germany
business, subject to regulatory approval. On 29 November 2005, Brambles
announced that it would focus on growing the CHEP and Recall businesses, and
that it would divest all its other businesses. Accordingly, the results of
Cleanaway, Brambles Industrial Services and the Regional Businesses have been
reclassified to discontinued operations in the historical financial information
for each of the years presented, together with businesses reported as
discontinued in prior years.

                                    24 of 27




Brambles


Explanatory notes on the material impacts to Brambles of the adoption of IFRS
(continued)

Measurement changes on adoption of IFRS

6. Defined benefit pension plans

Under IAS 19 & AASB 119 Employee Benefits, Brambles has recognised as a
liability the net deficit in its employer sponsored defined benefit
superannuation funds, based on actuarial calculations of the position of the
funds.

Actuarial calculations were completed as at 1 July 2004 and 30 June 2005. The
impact of the introduction of IFRS is to recognise at 1 July 2004 a defined
benefit plan deficit of £93 million (A$244 million) and a deferred tax asset of
£27 million (A$71million). Prepayments of £2 million (A$5 million) in relation
to SSAP 24 accounting that previously applied under UK GAAP have been reversed.
A net transitional adjustment of £68 million (A$178 million) has been taken as a
reduction in opening retained earnings.

For the year ended 30 June 2005, employee benefit expense under IFRS was
approximately £3 million (A$6 million) higher after tax than under UK GAAP and
AGAAP.

Brambles has elected to early adopt the amendment to IAS 19 & AASB 119 in order
to recognise actuarial gains and losses in the statement of recognised income
and expense. Actuarial calculations at 30 June 2005 show that the actuarial
result for the year ended 30 June 2005 was a loss of £35 million (A$83 million),
before a related tax credit of £11 million (A$25 million). Actuarial results and
related tax are presented in the statement of recognised income and expense and
do not directly impact reported profit.

7. Goodwill

Under IFRS 3 & AASB 3 Business Combinations, goodwill is no longer amortised but
instead is subject to annual impairment testing. Brambles has elected to make
use of the transitional exemption available under IFRS 1 & AASB 1 First-time
adoption of International Financial Reporting Standards and will not restate any
business combinations that occurred prior to 1 July 2004.

The transitional provisions of IFRS 1 & AASB 1 provide that certain previous
GAAP treatments may be frozen on transition to IFRS. In order to achieve a
single set of IFRS financial statements from Brambles' two legacy GAAPs (UK GAAP
and AGAAP), it was necessary in certain limited respects to first align the UK
GAAP accounting methods with those used under AGAAP.

On the introduction of IFRS, the legacy goodwill balances under UK GAAP and
AGAAP have been aligned. Previously, under UK GAAP, goodwill arising on pre-1998
acquisitions was written off to reserves and not subject to an annual
amortisation charge. On the introduction of IFRS, this pre-1998 goodwill was
reinstated as part of the goodwill balance, with a corresponding adjustment to
accumulated amortisation to reflect the amortisation that would have been
charged had the write-off not been booked. Compared to UK GAAP, the net increase
in goodwill balance due to pre-1998 goodwill was £65 million, with a
corresponding reduction in deferred tax liability of £6 million.

Additionally, due to differing UK GAAP and AGAAP treatment of pre-acquisition
tax losses, the AGAAP goodwill balance at 1 July 2004 on certain acquisitions
was £17 million lower than the corresponding UK GAAP amount. To enable the
presentation of a common set of financial statements under IFRS in both the UK
and Australia, the UK GAAP goodwill amount for those acquisitions has been
aligned with the legacy AGAAP balance. Compared to UK GAAP, the net decrease in
goodwill balances due to pre-acquisition tax losses was £17 million.


                                    25 of 27


Brambles


Explanatory notes on the material impacts to Brambles of the adoption of IFRS
(continued)

7. Goodwill (continued)

Compared to UK GAAP, the net impact of these transitional adjustments at 1 July
2004 was an increase in goodwill of £48 million, a reduction in deferred tax
liability of £6 million and a net increase in opening retained earnings of £54
million.

For the year ended 30 June 2005, goodwill amortisation of £33 million booked
under UK GAAP was reversed, together with a related tax credit of £7 million.
The goodwill balance at 30 June 2005 was £81 million higher under IFRS than
under UK GAAP, with the related deferred tax liability under IFRS £2 million
higher than under UK GAAP.

For the year ended 30 June 2005, goodwill amortisation of A$98 million booked
under AGAAP was reversed, together with a related tax credit of A$15 million.
The goodwill balance at 30 June 2005 was A$89 million higher under IFRS than
under AGAAP, with the related deferred tax liability under IFRS A$10 million
higher than under AGAAP.

8. Dividend provision

Under IFRS and under AGAAP, provision can only be made for a dividend that has
been declared as at balance sheet date. This differs from UK GAAP whereby any
dividends declared before finalisation of the financial statements were taken up
in those financial statements. Dividend provisions of £65 million, £69 million
and £83 million held in the 1 July 2004, December 2004 and June 2005 UK GAAP
balance sheets respectively have been reversed under IFRS, with corresponding
increases in retained earnings at those dates. Each dividend was recognised
under IFRS (with a corresponding decrease in retained earnings) when paid in
October 2004, April 2005 and October 2005 respectively.

9. Share-based payments

Under IFRS 2 & AASB 2 Share-based Payments, Brambles has recognised the fair
value of options and performance shares granted to employees since 7 November
2002 as an expense in the income statement on a pro-rata basis over the vesting
period, with a corresponding adjustment to equity for equity settled awards and
to provisions for cash settled ('phantom') awards. Previously, under UK GAAP,
only performance shares, which were granted at a discount to market price, were
recognised as an expense.

The IFRS share-based payment expense has been taken up within the relevant
business segment. Previously, under UK GAAP, performance share expense was
treated as a corporate cost.

At 1 July 2004, a transitional adjustment from UK GAAP of £3 million was taken
as a reduction in retained earnings with a corresponding increase in equity of
£2 million and in provisions of £1 million. As a result of applying IFRS 2 &
AASB 2 to share-based payments, employee benefit expense for the year to 30 June
2005 was £3 million higher than under UK GAAP, with a corresponding increase in
equity of £3 million.

Under AGAAP, there were previously no amounts expensed in relation to
share-based payments. At 1 July 2004, a transitional adjustment from AGAAP of
A$14 million was taken as a reduction in retained earnings, with a corresponding
increase in equity of A$12 million and in provisions of A$2 million. Employee
benefit expense for the year to 30 June 2005 was A$21 million higher than under
AGAAP, with a corresponding increase in equity of A$21 million.



                                    26 of 27


Brambles


Explanatory notes on the material impacts to Brambles of the adoption of IFRS
(continued)

10. Financial instruments

Brambles has decided to apply the exemption provided in IFRS 1 & AASB 1 which
permits entities not to apply the requirements of IAS 32 & AASB 132 Financial
Instruments: Presentation and Disclosures and IAS 39 & AASB 139 Financial
Instruments: Recognition and Measurement for the financial year ended 30 June
2005. The standards will be applied from 1 July 2005 and therefore will have no
impact on the financial statements at 30 June 2005. As permitted by IFRS 1 &
AASB 1, Brambles will not apply IAS 32 & AASB 132 or IAS 39 & AASB 139 to the
2005 comparatives published in its 2006 financial statements.

11. Hedging of overseas net investment

Brambles has entered into a hedge of a loan as part of its investment in an
overseas subsidiary. Under IFRS, because the loan is not in the functional
currency of either the borrower or lender, hedge gains or losses must be taken
to the income statement, rather than the foreign currency translation reserve.
For the year ended 30 June 2005, the after-tax effect of this adjustment was £1
million (A$3 million).

12. Other adjustments

Certain other adjustments were made on transition to IFRS, but these are
individually and collectively immaterial.


                                    27 of 27




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