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Brambles Industries (BI.)

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Thursday 23 February, 2006

Brambles Industries

Interim Results - Part 4 of 4

Brambles Industries PLC
22 February 2006



Brambles

Notes to and forming part of the consolidated financial statements - continued
for the half-year ended 31 December 2005

Note 6. Discontinued operations
-------------------------------

a) Description
--------------

On 13 October 2005, Brambles announced that it had sold Cleanaway Germany for €570 million (US$675 million).
The sale is subject to approval from the relevant European competition authorities, following which completion 
of the transaction will take place. The disposal transaction and the resulting profit 
will be recognised once completion has occurred, which is anticipated in second half 2006.

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 Cleanaway, Brambles Industrial Services and the Regional Businesses
are presented as discontinued operations in this financial report.

The divestments of Eurotainer and Brambles Industrial Services Northern Hemisphere were completed in 
first half 2006.

Discontinued operations also include Recall's Italian operations, which are being marketed for sale.

b) Financial performance and cash flow information
--------------------------------------------------
                                                                      First half    First half     Full year
Details of the financial performance and cash flow information for          2006          2005          2005
discontinued operations are set out below:                                  US$m          US$m          US$m
                                                                      --------------------------------------
Total revenue                                                            1,332.3       1,330.1       2,721.8
Operating expenses                                                      (1,214.6)     (1,238.9)     (2,519.9)
Share of results of joint ventures and associates                           10.5           6.3          14.1
                                                                       -------------------------------------
Profit before tax and special items                                        128.2          97.5         216.0
Special items                                                               31.7             -             -
                                                                       -------------------------------------
Profit before tax from discontinued operations                             159.9          97.5         216.0
                                                                       -------------------------------------

Tax expense:
- on profit before tax and special items                                   (42.4)        (32.6)        (70.8)
- on special items                                                         (23.4)            -             -
- special tax items                                                            -          (9.5)         (9.5)
                                                                           ----------------------------------
Total tax expense from discontinued operations                             (65.8)        (42.1)        (80.3)
                                                                           ----------------------------------
Profit for the period from discontinued operations                          94.1          55.4          135.7
                                                                           -----------------------------------

Net cash inflow from ordinary activities                                   175.8         179.1          397.1
Net cash outflow from investing activities                                 (71.8)        (92.3)       (238.2)
Net cash outflow from financing activities                                  (0.2)         (0.3)         (0.7)
                                                                           ----------------------------------
Net increase in cash from discontinued operations                          103.8          86.5         158.2
                                                                         -----------------------------------

                                    Page 35
Brambles

Notes to and forming part of the consolidated financial statements - continued
for the half-year ended 31 December 2005

Note 6. Discontinued operations - continued
-------------------------------------------

                                                                      First half    First half     Full year
c) Special items - discontinued operations                                  2006          2005          2005
                                                                            US$m          US$m          US$m
                                                                         -----------------------------------
Exceptional items:
   Gain recognised on completed disposals 1 2                               54.3            -              -
   Impairment loss 3                                                       (14.0)           -              -
   Costs incurred on disposal activity yet to close 4                       (8.6)           -              -
                                                                          -----------------------------------
Special items from discontinued operations                                  31.7            -              -

Tax on special items:
   On completed disposals 1 2                                              (15.9)           -              -
   On costs incurred on disposal activity yet to close 4                    (7.5)           -              -
   Other 5 6                                                                   -         (9.5)          (9.5)
                                                                            ---------------------------------
Total tax on special items from discontinued operations                     (23.4)        (9.5)          (9.5)
                                                                          -----------------------------------
Special items from discontinued operations after tax                         8.3         (9.5)          (9.5)
                                                                           -----------------------------------


1  On 21 December 2005, Brambles completed the sale of Eurotainer and received
   proceeds of US$105.5 million. The profit on sale of US$49.4 million (US$33.1 million
   after tax) has been recognised in first half 2006.

2  On 29 December 2005, Brambles completed the sale of the Brambles Industrial Services Northern Hemisphere
   business, and received proceeds of US$241.7 million, subject to a working capital adjustment. 
   The profit on sale of US$4.9 million (US$5.3 million after tax) has been recognised in first half 2006.

3  During first half 2006, a divestment programme commenced to sell Recall's
   Italian operations. An impairment loss of US$14.0 million (US$14.0 million
   after tax) has been recognised to reduce the carrying amount of the disposal
   assets to estimated fair value, less costs to sell.

4  During first half 2006, costs and tax expense have been incurred on other
   discontinued operations whose divestment transactions are expected to close
   in 2006.

5  During first half 2005, a detailed review was undertaken of the allocation of
   goodwill and related tax balances to the underlying subsidiaries of Cleanaway
   Germany. As a result, an additional deferred tax liability of US$28.5 million
   was recognised.

6  During first half 2005, the tax liability arising on the sale of Meineke Car
   Centers, Inc in 2004 was reassessed, leading to a reduction in the liability
   of US$19.0 million.

                                     Page 36
Brambles

Notes to and forming part of the consolidated financial statements - continued
for the half-year ended 31 December 2005

Note 6. Discontinued operations - continued
-------------------------------------------

d) Carrying amounts of assets and liabilities of discontinued operations
   ---------------------------------------------------------------------
Details of the carrying amounts of assets and liabilities of discontinued               December
operations as at 31 December 2005 are set out below:                                        2005
                                                                                            US$m
                                                                                     ------------
Property, plant and equipment                                                               966.1
Goodwill and other intangible assets                                                        361.4
Receivables                                                                                 408.3
Other assets                                                                                168.1
                                                                                       ----------
Segment assets                                                                            1,903.9
                                                                                       ----------
Current and deferred tax assets                                                              80.4
                                                                                        ---------
Total assets                                                                              1,984.3
                                                                                       -----------

Trade and other payables                                                                    342.8
Retirement benefit obligations                                                              177.8
Other provisions                                                                            159.6
                                                                                       ----------
Segment liabilities                                                                         680.2
Current and deferred tax liabilities                                                         99.6
                                                                                         --------
Total liabilities                                                                           779.8
                                                                                        ---------


e) Details of disposal transactions recognised in the half-year
--------------------------------------------------------------

The divestments of Eurotainer and the Brambles Industrial Services                             First half
Northern Hemisphere business were completed in December 2005 and                                     2006
the profit on disposal recognised in first half 2006.                                                US$m
                                                                                              ------------
Cash consideration received                                                                       347.2

Carrying amounts of net assets sold                                                               281.2
Disposal costs                                                                                      8.6
                                                                                             ----------
                                                                                                  289.8

Foreign currency translation reserve taken to profit or loss                                       (3.1)
                                                                                              ---------

Gain on sale before income tax                                                                     54.3

Tax expense                                                                                      (15.9)
                                                                                               --------

Profit on sale after income tax                                                                    38.4
                                                                                              ---------

                                     Page 37

Brambles

Notes to and forming part of the consolidated financial statements - continued
for the half-year ended 31 December 2005

Note 7. Business combination
----------------------------

On 13 October 2005, Brambles announced it had agreed to purchase 100% of the
issued share capital of AUSDOC Holdings Pty Limited, an information management business,
based in Melbourne, Australia. Change of control was effective on 29 November 2005, 
following regulatory approval of the transaction.

For the period from 29 November 2005 to 31 December 2005, AUSDOC contributed revenues of US$4.7 million 
and operating profit after tax of US$0.4 million, before an exceptional expense of US$12.2 million. 
These results are included within the Recall business segment. If the acquisition had occurred on 1 July 2005,
Brambles' revenues and profit after tax for first half 2006 would have been
US$23.3 million higher and US$1.6 million lower respectively, after allowing for finance costs.






The fair value of the assets acquired, liabilities assumed and goodwill were as follows:     US$m
                                                                                          --------
Purchase consideration:
Cash paid                                                                                    190.1
Direct costs relating to the acquisition                                                       3.1
                                                                                           -------
Total purchase consideration                                                                 193.2
Deduct fair value of net identifiable assets acquired                                         85.7
                                                                                            ------
Goodwill                                                                                     107.5
                                                                                            ------

The goodwill is attributable to the profitability of the acquired business and
anticipated synergies with Recall's existing operations. The fair value of assets
and liabilities acquired, including non-goodwill intangibles such as customer
lists, were established using professional valuers, where relevant.

                                                                                At date of acquisition 
                                                                               ------------------------
                                                                                   Acquiree's
                                                                                     carrying     Fair
                                                                                       amount    value
Assets acquired and liabilities assumed on the acquisition were as follows:             US$m      US$m
                                                                                ----------------------

Cash                                                                                     2.0       2.0
Trade and other receivables                                                              5.7       5.7
Inventories                                                                              0.2       0.2
Other current assets                                                                     1.1       1.1
Property, plant and equipment                                                           29.7      29.7
Other intangible assets                                                                 65.3      58.0
Deferred tax assets                                                                      1.6       1.6
Trade and other payables                                                                (8.1)    (8.1)
Current tax payable                                                                     (0.9)    (0.9)
Deferred tax liabilities                                                                (0.7)    (0.7)
Provisions                                                                              (0.3)    (2.9)
                                                                                ----------------------
Net assets                                                                              95.8     85.7
                                                                                ---------------------

The fair value amounts set out above have been provisionally determined, given the
short timeframe available between closing of the transaction and reporting date.
Detailed valuations will be completed during second half 2006. In accordance with
IFRS 3 / AASB 3: Business Combinations, any adjustments arising from the
finalisation of these valuations will be reflected in the acquisition accounting.

                                     Page 38
Brambles

Notes to and forming part of the consolidated financial statements - continued
for the half-year ended 31 December 2005

Note 8.Earnings per share                               First half    First half     Full year
                                                              2006          2005          2005
                                                          ------------------------------------
Earnings per share (US cents)
- basic                                                       14.8          11.6          26.4
- diluted                                                     14.7          11.6          26.2

From continuing operations (US cents)
- basic                                                        9.3           8.3          18.5
- diluted                                                      9.2           8.3          18.4

From discontinued operations (US cents)
- basic                                                        5.5           3.3           7.9
- diluted                                                      5.5           3.3           7.8

Weighted average number of ordinary shares outstanding
during the period used in the calculation of basic earnings    
per share (million)                                         1,695.6      1,691.2       1,691.8

Weighted average number of ordinary shares outstanding
during the period used in the calculation of diluted        1,709.5      1,694.5        1,705.2
earnings per share (million)

Note 9. Net tangible asset backing
----------------------------------

Net tangible asset backing per ordinary share (US cents)       80.4         75.8           76.1

Ordinary shares outstanding at balance date (million)       1,699.9      1,691.5        1,693.2

                                     Page 39
Brambles

Notes to and forming part of the consolidated financial statements - continued
for the half-year ended 31 December 2005

Note 10. Dividends
------------------

                                                                      Interim     Interim      Final
Brambles Industries Limited                                              2006        2005       2005
                                                                      ------------------------------

Dividend per share                                                    A11.5c        A10.0c    A11.5c
Franked amount at 30% tax                                             A11.5c        A10.0c    A11.5c
Cost (in US$ million)                                                   83.3         74.7      85.2
Payment date                                                        13/04/06     14/04/05  13/10/05
Dividend record date                                                17/03/06
Last date for receipt of election notices under BIL's
Overseas Shareholders Dividend Plan                                 17/03/06

                                                                                                 Second
                                                                      Interim      Interim      interim
Brambles Industries  plc                                                 2006         2005         2005
                                                                       --------------------------------
Dividend per share                                                     4.887p       4.156p        4.815p
Cost (in US$ million)                                                   61.2         58.0          64.5
Payment date                                                        13/04/06      14/04/05     13/10/05
Dividend record date                                                17/03/06


Note 11.Issued and quoted securities
------------------------------------

                                                                  Options         Ordinary securities
                                                                   Number         Number          A$m
                                                                   ----------------------------------
Brambles Industries Limited
Balance at 30 June 2005                                        54,836,814       969,040,322    1,212.4

Issued during the period                                        4,019,587         5,311,313       42.0
Exercised during the period                                    (5,311,313)               -           -
Lapsed during the period                                       (3,080,938)               -           -
                                                               ------------     ----------------------
Balance at 31 December 2005                                    50,464,150       974,351,635    1,254.4
                                                               ------------     ----------------------


Brambles Industries plc                                                           Number            £m
                                                                                  --------------------
Balance at 30 June 2005                                         16,949,603       724,125,805      36.2
Issued during the period                                         1,699,481         1,447,264       0.1
Exercised during the period                                     (1,447,264)                -         -
Lapsed during the period                                        (1,259,715)                -         -
                                                                -----------     ----------------------
Balance at 31 December 2005                                     15,942,105        725,573,069     36.3
                                                               ------------     -----------------------


Brambles                                                                          Number          US$m
                                                                                  --------------------
Balance at 30 June 2005                                         71,786,417      1,693,166,127    988.2
Issued during the period                                         5,719,068          6,758,577     31.2
Exercised during the period                                     (6,758,577)                 -        -
Lapsed during the period                                        (4,340,653)                 -        -
Exchange difference                                                      -                  -    (39.0)
                                                               ------------     -----------------------
Balance at 31 December 2005                                     66,406,255      1,699,924,704    980.4
                                                                -----------    -----------------------

Contributed equity of US$1,111.9 million shown in the balance sheet comprises share capital of 
US$980.4 million, share premium of US$96.2 million and shares to be issued of US$35.3 million. 

                                     Page 40
Brambles

Notes to and forming part of the consolidated financial statements - continued
for the half-year ended 31 December 2005

Note 12. Changes in equity                                   First half  First half  Full year
---------------------------                                        2006        2005       2005
                                                                   US$m        US$m       US$m
                                                                ------------------------------

Total equity at beginning of period                              2,353.7    2,113.7    2,113.7

Total recognised income and expense for the period                 191.0      418.9      469.9

Long term incentive plan:
   Performance shares to be issued                                   9.8        7.3       16.3
   Shares issued                                                    (5.8)         -       (2.1)
   Income tax                                                        4.2        0.9        1.8

Transactions with equity holders in their capacity as
equity holders:
   Dividends paid                                                 (149.7)    (123.5)    (256.1)
   Issue of ordinary shares, net of transaction costs               31.2        1.8        8.9
   Premium on issue of ordinary shares                               8.3        0.6        1.9

Minority interest:
   Dividends paid                                                   (0.2)      (0.3)      (0.7)
   On acquisition of subsidiary                                      0.2        0.1        0.1
                                                                ------------------------------
Total equity at end of period                                    2,442.7    2,419.5    2,353.7
                                                                ------------------------------


Note 13.Equity-accounted investments
------------------------------------

Brambles has investments in the following joint ventures which are accounted for using the equity method.

                                                                              % interest held   
                                                                      --------------------------
                                                        Place of      December  December     June
Joint ventures (and nature of business)                 incorporation     2005      2004     2005
                                                        -----------------------------------------

CISCO - Total Information Management Pte.Limited          Singapore        49%       49%      49%
(Information management)
Enviroguard Pty Limited 1                                 Australia        50%       50%      50%
(Waste management)
Eurotainer SA 1                                           France            -        50%      50%
(Tank container leasing)
Hsiung Wei Company Limited 1                              Taiwan           50%       50%      50%
(Waste management)
SA TCR International NV 1                                 Belgium          50%       50%      50%
(Airport handling equipment)


Associates
----------
Cleanaway Germany has investments in associates, all operating in the waste management business in Germany,
none of which is individually material. 1

1 Included within discontinued operations.

                                    Page 41
Brambles 

Notes to and forming part of the consolidated financial statements - continued
for the half-year ended 31 December 2005

Note 13. Equity-accounted investments - continued
-------------------------------------------------

                                                                   First half   First half   Full year
                                                                         2006        2005         2005
Brambles' share of profits of joint ventures and associates              US$m        US$m         US$m
                                                                        ------------------------------
Continuing operations 
Profit from ordinary activities before tax                                2.0         1.7          3.3
Income tax on ordinary activities                                        (0.3)       (0.3)        (0.6)
                                                                         ------------------------------
Profit from ordinary activities after tax                                 1.7         1.4          2.7

Discontinued operations 
Profit from  ordinary activities before tax                              13.8         9.1         19.7
Income tax on ordinary activities                                        (3.3)       (2.8)        (5.6)
                                                                         ------------------------------
Profit from ordinary activities after tax                                10.5         6.3         14.1
                                                                         -----------------------------
Total profit from ordinary activities                                     12.2        7.7         16.8
                                                                         -----------------------------

Note 14 Tax expense 
--------------------

Tax expense comprises: 
UK tax                                                                    19.3        20.6        40.9
Other countries                                                          146.6        95.6       202.2
                                                                        ------------------------------
                                                                         165.9       116.2       243.1
                                                                        ------------------------------
Continuing operations                                                    100.1        74.1       162.8
Discontinued operations                                                   65.8        42.1        80.3
                                                                        ------------------------------
                                                                         165.9        116.2       243.1
                                                                        -------------------------------

Note 15. Contingent liabilities
-------------------------------

Brambles is in the process of agreeing completion accounts in relation to businesses sold in the first half 2006.
Brambles has recognised the financial impact of the expected resolution of any outstanding items on the basis of
information currently available. Until these matters are agreed, a contingent liability exists for any amounts
ultimately borne by Brambles which are in excess of the amounts provided at 31 December 2005. Otherwise, there have
been no material changes in Brambles' contingent liabilities as set out in the 2005 Annual Report 
and 2005 Annual Review. 

Note 16. Events occurring after balance sheet date
--------------------------------------------------

Other than those outlined in the Directors' Report or elsewhere in the half-year release, there have been no
events that have occurred subsequent to 31 December 2005 that have had a material impact on Brambles' financial
performance or position.

                                     Page 42

Brambles 

Notes to and forming part of the consolidated financial statements - continued
for the half-year ended 31 December 2005

Note 17. Explanation of the impact of transition from UK GAAP to IFRS
---------------------------------------------------------------------
A summary of the effect of the adoption of IFRS on equity and on profit for the period, compared to 
that previously reported under UK GAAP, is set out below.

                                                                  June  December    1 July
                                                                  2005      2004      2004
                                                          Note      £m        £m        £m
                                                        ----------------------------------
Equity as reported under UK GAAP                               1,246.0   1,205.0   1,117.0

Goodwill                                                   d      81.0      67.1      54.0
Dividend provision                                         g      83.0      69.0      65.0
Retirement benefit obligations                             h     (94.3)    (69.1)    (69.1)
Share-based payments                                       i      (2.0)     (1.0)     (1.0)
Foreign currency translation reserve                       j      (0.6)        -         -
Other                                                      k      (1.9)     (4.0)     (5.7)
                                                               ----------------------------
                                                                  65.2      62.0      43.2
                                                                --------------------------
Equity as reported under IFRS                                  1,311.2   1,267.0   1,160.2
                                                              ----------------------------


                                                             Full year  First half
                                                                  2005      2005
                                                                    £m        £m

Profit as reported under UK GAAP                                 220.0      96.0

Goodwill                                                   d      29.0      14.3
Retirement benefit obligations                             h      (3.0)        -
Share-based payments                                       i      (4.0)     (2.2)
Other                                                      k       0.3      (1.1)
                                                              -------------------
                                                                  22.3      11.0
                                                               -----------------
Profit as reported under IFRS                                    242.3     107.0
                                                                ----------------

Detailed reconciliations of the impact of the transition from UK GAAP to IFRS, together with explanatory notes are 
set out in the following tables:

- Reconciliation of equity at 1 July 2004, the date of transition to IFRS
- Reconciliation of equity at 31 December 2004, the previous half-year
- Reconciliation of equity at 30 June 2005, the previous year-end
- Reconciliation of profits for the previous half-year ended 31 December 2004
- Reconciliation of profits for the previous year ended 30 June 2005
- Explanatory notes

Note 18 sets out equivalent information in relation to the transition from AGAAP to IFRS.

                                     Page 43

Brambles

Notes to and forming part of the consolidated financial statements - continued
for the half-year ended 31 December 2005

Note 17. Explanation of the impact of transition from UK GAAP to IFRS - continued
---------------------------------------------------------------------------------

i) Reconciliation of equity at the date of transition to IFRS
-------------------------------------------------------------
                                                                            1 July 2004       
                                                     -----------------------------------------
                                                     Previous    Impact of
                                                      UK GAAP   transition      IFRS      IFRS
                                               Note        £m          £m        £m       US$m
                                              ------------------------------------------------
ASSETS
Cash and cash equivalents                                34.0           -      34.0      62.7

Trade and other receivables                      a      633.0       (65.2)    567.8   1,034.5

Inventories                                      b       33.0        (2.3)     30.7      55.9
Other assets                                   a,h          -        45.7      45.7      83.2
Assets classified as held for sale               b          -         5.2       5.2       9.3
                                                       --------------------------------------
Total current assets                                    700.0       (16.6)    683.4   1,245.6
                                                       --------------------------------------

Trade and other receivables                     a          -         8.3       8.3      15.1

Equity-accounted investments                            69.0           -      69.0     124.7

Property, plant and equipment                 b,c    2,220.0       (88.9)  2,131.1   3,882.4

Goodwill                                        d      451.0        48.0     499.0     909.0
Other intangible assets                         c          -        82.8      82.8     150.9

Deferred tax assets                             e          -        86.5      86.5     157.6

Other assets                                    a        9.0         9.9      18.9      33.6
                                                    ----------------------------------------
Total non-current assets                             2,749.0       146.6   2,895.6   5,273.3
                                                     ---------------------------------------
Total assets                                         3,449.0       130.0   3,579.0   6,518.9
                                                     ---------------------------------------

LIABILITIES
Trade and other payables                       f       518.0        (7.9)    510.1     929.4
Borrowings                                              39.0           -      39.0      71.8
Tax payable                                             35.0           -      35.0      61.6
Provisions                                  f,h,i          -        89.2      89.2     162.4
Other liabilities                              g        65.0       (65.0)        -         -
                                                     ---------------------------------------
Total current liabilities                              657.0        16.3     673.3   1,225.2
                                                     ---------------------------------------

Borrowings                                           1,390.0           -   1,390.0   2,532.2
Retirement benefit obligations                 h           -        97.2      97.2     177.1
Provisions                                     f       143.0       (91.5)     51.5      93.9
Deferred tax liabilities                       e       142.0        55.9     197.9     360.6
Other liabilities                              f           -         8.9       8.9      16.2
                                                    -----------------------------------------
Total non-current liabilities                        1,675.0        70.5   1,745.5   3,180.0
                                                     ---------------------------------------
Total liabilities                                    2,332.0        86.8   2,418.8   4,405.2
                                                     ---------------------------------------
Net assets                                           1,117.0        43.2   1,160.2   2,113.7
                                                     ---------------------------------------

EQUITY
Contributed equity                             i       549.0         2.0     551.0   1,004.1
Reserves                                     i,j        83.0         7.3      90.3     458.5
Retained profits                                       481.0        34.4     515.4     644.7
                                                     ---------------------------------------
Parent entities interest                             1,113.0        43.7   1,156.7   2,107.3
Minority interest                               k        4.0        (0.5)      3.5       6.4
                                                    ----------------------------------------
Total equity                                         1,117.0        43.2   1,160.2   2,113.7
                                                    ----------------------------------------

                                    Page 44

Brambles

Notes to and forming part of the consolidated financial statements - continued
for the half-year ended 31 December 2005

Note 17. Explanation of the impact of transition from UK GAAP to IFRS - continued
---------------------------------------------------------------------------------

ii) Reconciliation of equity at previous half-year
   -----------------------------------------------
                                                                      31 December 2004       
                                                     -----------------------------------------
                                                     Previous    Impact of
                                                      UK GAAP   transition      IFRS      IFRS
                                               Note        £m          £m        £m       US$m
                                              ------------------------------------------------
ASSETS
Cash and cash equivalents                                 34.0           -      34.0      64.8
Trade and other receivables                      a       658.0       (75.9)    582.1   1,111.4
Inventories                                      b        37.0        (2.1)     34.9      66.7
Other assets                                   a,h           -        55.3      55.3     105.5
Assets classified as held for sale               b           -         5.2       5.2      10.0
                                                       ---------------------------------------
Total current assets                                     729.0       (17.5)    711.5   1,358.4
                                                        --------------------------------------

Trade and other receivables                      a           -         8.4       8.4      16.1
Equity-accounted investments                              69.0         1.0      70.0     133.7
Property, plant and equipment                   b,c    2,249.0       (79.1)  2,169.9   4,144.5
Goodwill                                         d       455.0        63.8     518.8     991.0
Other intangible assets                          c           -        76.9      76.9     147.0
Deferred tax assets                              e           -        88.1      88.1     168.2
Other assets                                     a         9.0        10.2      19.2      36.8
                                                       ---------------------------------------
Total non-current assets                               2,782.0       169.3   2,951.3   5,637.3
                                                       ---------------------------------------
Total assets                                           3,511.0       151.8   3,662.8   6,995.7
                                                      ----------------------------------------

LIABILITIES
Trade and other payables                         f       530.0        (7.7)    522.3     997.4
Borrowings                                                39.0           -      39.0      73.9
Tax payable                                               36.0         1.0      37.0      70.8
Provisions                                    f,h,i          -        84.2      84.2     161.5
Other liabilities                                g        69.0       (69.0)        -         -
                                                        --------------------------------------
Total current liabilities                                674.0         8.5     682.5   1,303.6
                                                        --------------------------------------

Borrowings                                             1,340.0           -   1,340.0   2,559.9
Retirement benefit obligations                   h           -        97.9      97.9     187.0
Provisions                                       f       139.0       (84.8)     54.2     102.8
Deferred tax liabilities                         e       153.0        61.5     214.5     409.6
Other liabilities                                f           -         6.7       6.7      13.3
Total non-current liabilities                          1,632.0        81.3   1,713.3   3,272.6
                                                     -----------------------------------------
Total liabilities                                      2,306.0        89.8   2,395.8   4,576.2
                                                      ----------------------------------------
Net assets                                             1,205.0        62.0   1,267.0   2,419.5
                                                      ----------------------------------------

EQUITY
Contributed equity                              i        581.0         4.2     585.2   1,117.8
Reserves                                     i, j         83.0        42.1     125.1     577.1
Retained profits                                         537.0        15.7     552.7     717.4
                                                       ---------------------------------------
Parent entities interest                               1,201.0        62.0   1,263.0   2,412.3
Minority interest                               k          4.0           -       4.0       7.2
                                                       ---------------------------------------
Total equity                                           1,205.0        62.0   1,267.0   2,419.5
                                                      ----------------------------------------

                                    Page 45

Brambles 

Notes to and forming part of the consolidated financial statements - continued
for the half-year ended 31 December 2005

Note 17. Explanation of the impact of transition from UK GAAP to IFRS - continued
---------------------------------------------------------------------------------

iii)Reconciliation of equity at previous year-end
-------------------------------------------------
                                                                    30 June 2005                
                                                    --------------------------------------------
                                                     Previous    Impact of
                                                      UK GAAP   transition      IFRS      IFRS
                                               Note        £m          £m        £m       US$m
                                               -----------------------------------------------
ASSETS
Cash and cash equivalents                               105.0           -      105.0     188.1
Trade and other receivables                      a      678.0       (66.4)     611.6   1,098.0
Inventories                                      b       39.0        (2.2)      36.8      66.0
Other assets                                   a,h          -        37.2       37.2      66.8
Assets classified as held for sale               b          -         5.2        5.2       9.3
                                                          -------------------------------------
Total current assets                                     822.0      (26.2)     795.8   1,428.2
                                                         -------------------------------------

Trade and other receivables                      a          -        16.6       16.6      29.9
Equity-accounted investments                             69.0         1.5       70.5     126.6
Property, plant and equipment                  b,c    2,264.0       (73.5)   2,190.5   3,934.2
Goodwill                                         d      442.0        80.5      522.5     938.5
Other intangible assets                          c          -        70.9       70.9     127.4
Deferred tax assets                              e          -        84.4       84.4     151.5
Other assets                                     a        2.0         9.2       11.2      21.2
                                                     -----------------------------------------
Total non-current assets                              2,777.0       189.6    2,966.6   5,329.3
                                                     -----------------------------------------
Total assets                                          3,599.0       163.4    3,762.4   6,757.5
                                                      ----------------------------------------

LIABILITIES
Trade and other payables                        f       576.0        (3.5)     572.5   1,029.2
Borrowings                                               15.0           -       15.0      25.9
Tax payable                                              52.0           -       52.0      94.3
Provisions                                  f,h,i           -        99.4       99.4     177.7
Other liabilities                               g        83.0       (83.0)         -         -
                                                        --------------------------------------
Total current liabilities                               726.0        12.9      738.9   1,327.1
                                                        -------------------------------------

Borrowings                                            1,320.0           -    1,320.0   2,370.5
Retirement benefit obligations                  h           -       134.4      134.4     241.5
Provisions                                      f       156.0      (100.9)      55.1      99.0
Deferred tax liabilities                        e       151.0        48.3      199.3     358.5
Other liabilities                               f           -         3.5        3.5       7.2
                                                      ----------------------------------------
Total non-current liabilities                         1,627.0        85.3    1,712.3   3,076.7
                                                      ----------------------------------------
Total liabilities                                     2,353.0        98.2    2,451.2   4,403.8
                                                     -----------------------------------------
Net assets                                            1,246.0        65.2    1,311.2   2,353.7
                                                      ----------------------------------------

EQUITY
Contributed equity                           i          601.0        15.1     616.1   1,106.5
Reserves                                  i, j           83.0       (10.0)     73.0     404.0
Retained profits                                        557.0        60.1     617.1     835.5
                                                     ----------------------------------------
Parent entities interest                              1,241.0        65.2   1,306.2   2,346.0
Minority interest                            k            5.0           -       5.0       7.7
                                                     ----------------------------------------
Total equity                                          1,246.0        65.2   1,311.2   2,353.7
                                                     ----------------------------------------

                                    Page 46 

Brambles

Notes to and forming part of the consolidated financial statements - continued
for the half-year ended 31 December 2005

Note 17. Explanation of the impact of transition from UK GAAP to IFRS - continued
---------------------------------------------------------------------------------

iv) Reconciliation of profits for previous half-year ended 31 December 2004
---------------------------------------------------------------------------

                                                                          First half 2005         
                                                         -----------------------------------------
                                                         Previous    Impact of
                                                          UK GAAP   transition      IFRS      IFRS
                                                   Note        £m          £m        £m       US$m
                                                   -----------------------------------------------
Continuing operations
Sales revenue                                        b    1,583.0      (715.0)     868.0   1,601.1
Other income                                                    -        32.8       32.8      60.0
Operating expenses                               d,h,i   (1,395.0)      648.2    ( 746.8) (1,377.9)
Share of results of joint ventures and associates  b,l        6.0        (5.0)       1.0       1.4
                                                          ----------------------------------------
Operating profit                                            194.0       (39.0)    155.0     284.6
                                                          ---------------------------------------
Net finance costs                                    l      (39.0)        1.0     (38.0)    (69.4)

Profit before tax                                           155.0       (38.0)    117.0     215.2
                                                          ---------------------------------------
Tax                                                 b,l     (59.0)       20.0     (39.0)    (74.1)
                                                           ---------------------------------------
Profit for the period from
continuing operations                                        96.0       (18.0)     78.0     141.1

Profit for the period from
discontinued operations                              b          -        29.0      29.0      55.4
                                                             ------------------------------------
Profit for the period                                        96.0        11.0     107.0     196.5
                                                            -------------------------------------

Attributable to:
Minority interest                                               -           -          -       0.4
Members of the parent entities                                96.0        11.0     107.0     196.1
                                                             -------------------------------------

                                    Page 47

Brambles 

Notes to and forming part of the consolidated financial statements - continued
for the half-year ended 31 December 2005

Note 17. Explanation of the impact of transition from UK GAAP to IFRS - continued
---------------------------------------------------------------------------------

v) Reconciliation of profits for previous year ended 30 June 2005
-----------------------------------------------------------------

                                                                      Full year 2005            
                                                         ---------------------------------------
                                                         Previous    Impact of
                                                          UK GAAP   transition      IFRS      IFRS
                                                   Note        £m          £m        £m       US$m
                                                   -----------------------------------------------
Continuing operations
Sales revenue                                        b    3,211.0    (1,448.8)   1,762.2   3,274.8
Other income                                                    -        65.3       65.3     121.8
Operating expenses                               d,h,i   (2,803.0)    1,300.3   (1,502.7) (2,793.3)
Share of results of 
joint ventures  and associates                     b,l       13.0       (11.5)       1.5       2.7
                                                         -----------------------------------------
Operating profit                                            421.0       (94.7)     326.3     606.0
                                                         -----------------------------------------

Net finance costs                                    l      (74.0)        2.0     (72.0)   (130.1)
                                                         -----------------------------------------

Profit before tax                                           347.0       (92.7)    254.3     475.9

Tax                                                 b,l    (127.0)       39.4     (87.6)   (162.8)
                                                           ---------------------------------------
Profit for the period from
continuing operations                                       220.0       (53.3)    166.7     313.1

Profit for the period from
discontinued operations                             b           -        75.6      75.6     135.7
                                                         ----------------------------------------
Profit for the period                                       220.0        22.3     242.3     448.8
                                                          ---------------------------------------
Attributable to:
Minority interest                                             1.0           -       1.0       1.8
Members of the parent entities                              219.0        22.3     241.3     447.0
                                                            -------------------------------------


vi) Cash flow statement
-----------------------

The adoption of IFRS has not resulted in any material adjustments to the cash flow statement.


                                    Page 48 

Brambles 

Notes to and forming part of the consolidated financial statements - continued
for the half-year ended 31 December 2005

Note 17. Explanation of the impact of transition from UK GAAP to IFRS - continued
---------------------------------------------------------------------------------


vii) Notes to the UK GAAP reconciliations
-----------------------------------------

a) Current and non-current assets
   ------------------------------
Under UK GAAP, current and non-current portions of receivables and other assets were not separately presented. 
Under IFRS, they are separately disclosed within current and non-current assets as appropriate. 
These reclassifications have no impact on total assets.

The net impacts of IFRS on total assets were increases of £130.0 million, £151.8 million and £163.4 million
at 1 July 2004, 31 December 2004 and 30 June 2005 respectively.

                                                       June  December    1 July
The main components of this impact are:                2005      2004      2004
                                                        £m        £m         £m
                                                     --------------------------
Property, plant and equipment                        (73.5)    (79.1)    (88.9)
Goodwill                                              82.4      65.7      48.0
Other intangibles                                     69.0      75.0      82.8
Deferred tax asset                                    84.4      88.1      86.5
Other                                                  1.1       2.1       1.6
                                                   ---------------------------
                                                     163.4     151.8     130.0
                                                    --------------------------

b) Discontinued operations and non-current assets held for sale
   ------------------------------------------------------------
Under IFRS 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. 
This differs from UK GAAP, where classification as a discontinued operation was primarily required 
for segment reporting purposes.

Details of discontinued operations are set out in note 6.

In addition Brambles had certain properties which were being marketed for sale. An amount of £5.2 million
at each of 1 July 2004, 31 December 2004 and 30 June 2005, has been presented as assets held for sale, 
with corresponding decreases in inventory and property, plant and equipment at those dates.

                                    Page 49

Brambles 

Notes to and forming part of the consolidated financial statements - continued
for the half-year ended 31 December 2005

Note 17. Explanation of the impact of transition from UK GAAP to IFRS - continued
---------------------------------------------------------------------------------

vii) Notes to the UK GAAP reconciliations - continued
-----------------------------------------------------

c) Non-goodwill intangible assets
  -------------------------------
IAS 38: 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 property, plant and equipment. Additionally, other non-goodwill intangibles arising after 1 July 2004 
which were previously recognised as goodwill have also been reclassified.Reclassification entries were 
therefore required on transition to IFRS. Non-goodwill intangibles have increased by £82.8 million,
£75.0 million and £69.0 million in respect to software capitalised and nil, £1.9 million and £1.9 million 
in respect of other intangibles at 1 July 2004, 31 December 2004 and 30 June 2005 respectively, 
with corresponding decreases in property, plant and equipment and goodwill. These adjustments 
are presentational only, and have no impact on the effective life of the capitalised items or on net assets.

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

The transitional provisions of IFRS 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 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 thus 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. The net increase in goodwill balance on transition 
due to pre-1998 goodwill was £65.0 million, with a corresponding reduction in deferred tax liability of £6.0 million.

Additionally, due to differing UK GAAP and AGAAP treatments of pre-acquisition tax losses, the AGAAP goodwill 
balance at 1 July 2004 on certain acquisitions was £17.0 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. 
The net decrease in goodwill balances on transition due to pre-acquisition tax losses was £17.0 million.

The net impact of these transitional adjustments at 1 July 2004 was an increase in goodwill of £48.0 million, 
a reduction in deferred tax liability of £6.0 million and a net increase in retained earnings of £54.0 million.

For the half-year to 31 December 2004, goodwill amortisation of £17.0 million booked under UK GAAP was reversed, 
together with a related tax credit of £2.7 million. The goodwill balance at 31 December 2004 was 
£65.7 million higher under IFRS than under UK GAAP, with the related deferred tax liability under IFRS
£1.4 million lower than under UK GAAP.

For the year to 30 June 2005, goodwill amortisation of £34.0 million booked under UK GAAP was reversed, 
together with a related tax credit of £5.0 million. The goodwill balance at 30 June 2005 was £82.4 million 
higher under IFRS than under UK GAAP, with the related deferred tax liability under IFRS £1.4 million higher
than under UK GAAP.

                                    Page 50

Brambles 

Notes to and forming part of the consolidated financial statements - continued
for the half-year ended 31 December 2005

Note 17. Explanation of the impact of transition from UK GAAP to IFRS - continued
---------------------------------------------------------------------------------

vii) Notes to the UK GAAP reconciliations - continued
    -------------------------------------------------

e) Deferred tax
   ------------
Under UK GAAP, deferred tax assets were presented within deferred tax liabilities. 
Under IFRS, they are presented within assets. Reclassification entries were 
therefore required on transition to IFRS. Deferred tax assets have increased by £58.5 million,
£59.6 million and £44.4 million at 1 July 2004, 31 December 2004 and 30 June 2005 respectively, 
with corresponding increases in deferred tax liabilities at those dates.

                                                                     June  December    1 July
                                                                     2005      2004      2004
                                                       Note            £m        £m        £m
                                                      ---------------------------------------
The effects on deferred tax assets are as follows:

Reclassification from deferred tax liabilities                       44.4      59.6      58.5
Retirement benefit obligations                           h           37.9      26.9      26.9
Other                                                    k            2.1       1.6       1.1
                                                                    -------------------------
                                                                     84.4      88.1      86.5
                                                                     ------------------------
The effects on deferred tax liabilities are as follows:

Reclassification to deferred tax assets                              44.4      59.6      58.5
Goodwill                                                 d            1.4      (1.4)     (6.0)
Other                                                    k            2.5       3.3       3.4
                                                                    -------------------------
                                                                     48.3      61.5      55.9
                                                                    -------------------------

f) Current and non-current payables and provisions
   -----------------------------------------------
Under UK GAAP, the current and non-current portions of payables and provisions were not separately 
presented in the balance sheet. Under IFRS, they are analysed between current and non-current, and
each separately disclosed. Reclassification entries were therefore required on transition to IFRS. 
Non-current payables have increased by £8.9 million, £6.7 million and £3.5 million at 1 July 2004,
31 December 2004 and 30 June 2005 respectively, with corresponding decreases in current payables 
at those dates. Non-current provisions have decreased by £89.1 million, £84.5 million and
£98.4 million at 1 July 2004, 31 December 2004 and 30 June 2005 respectively, with corresponding 
increases in current provisions at those dates. These adjustments are presentational only, and have no
impact on net assets.

g) Dividend provision
   ------------------
Under IFRS, provision can only be made for a dividend that has been declared 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 £65.0 million, 
£69.0 million and £83.0 million held in the 1 July 2004, 31 December 2004 and 30 June 2005 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.

                                    Page 51

Brambles

Notes to and forming part of the consolidated financial statements - continued
for the half-year ended 31 December 2005

Note 17. Explanation of the impact of transition from UK GAAP to IFRS - continued
---------------------------------------------------------------------------------

vii) Notes to the UK GAAP reconciliations - continued
    -------------------------------------------------

h) Retirement benefit obligations
  -------------------------------
Under IAS 19: 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.

Based on actuarial calculations as at 1 July 2004, a defined benefit plan deficit of £94.0 million 
was recognised on transition to IFRS, together with a related deferred tax asset of £26.9 million. 
A reclassification of £3.2 million was made from provisions to defined benefit plan deficit in 
relation to pension arrangements already provided. Prepayments of £2.0 million at 1 July 2004 
in relation to SSAP 24 accounting that previously applied under UK GAAP were reversed on transition to IFRS. 
A net transitional adjustment of £69.1 million was taken as a reduction in retained earnings.

Brambles has elected to early adopt the amendment to IAS 19 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 to 30 June 2005 was a loss of £35.0 million, before a related 
tax credit of £9 million, and that the defined benefit plan deficit at June 2005 was £134.4 million, 
before a related deferred tax asset of £37.9 million. The increased defined benefit plan deficit and
related deferred tax asset have been recognised in the 30 June 2005 financial statements. 
The actuarial loss and related tax credit have been presented in the statement of recognised income and
expense and have not directly impacted reported profit.

As a result of applying IAS 19 to retirement benefit obligations, employee benefit expense for the year to 
30 June 2005 was £3.0 million higher than under UK GAAP, after a related tax credit of £1.0 million. 
The impact was insignificant for the half-year to 31 December 2004.

i) Share-based payments
   --------------------
Under IFRS 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 are issued at a discount to market price, were recognised as an expense.

Based on actuarial calculations, a reduction in retained earnings of £3.0 million was recognised at 1 July 2004 
on transition to IFRS, with a corresponding increase in reserves of £2.0 million and in provisions of £1.0 million.

As a result of applying IFRS 2 to share-based payments, employee benefit expense for the half-year 
to 31 December 2004 was £2.2 million higher than under UK GAAP, with a corresponding
increase in reserves of £2.2 million. For the year to 30 June 2005,
employee benefit expenses was £4.0 million higher than under UK GAAP, with a corresponding increase 
in reserves of £3.0 million and provisions of £1.0 million.


                                    Page 52

Brambles 

Notes to and forming part of the consolidated financial statements - continued
for the half-year ended 31 December 2005

Note 17. Explanation of the impact of transition from UK GAAP to IFRS - continued
---------------------------------------------------------------------------------

vii) Notes to the UK GAAP reconciliations - continued
-----------------------------------------------------

j) Foreign currency translation reserve
   ------------------------------------
In its transition to IFRS, Brambles has chosen not to make use of the exemption set out in IFRS 1 that 
permits cumulative translation differences that existed at the date of transition to IFRS to be
transferred to retained earnings and the foreign currency translation reserve at 1 July 2004 deemed to be zero. 
Instead, the foreign currency translation reserve has been re-calculated in US dollars from the date 
of establishment of the DLC.

The foreign currency translation reserve under UK GAAP in sterling has been adjusted for IFRS impacts.
The impact of changing presentational currency to US dollars has been reflected 
in the foreign currency translation reserve. 

Brambles has hedged a loan forming 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 to the foreign currency translation reserve. 
Foreign exchange gains for the year to 30 June 2005 were £1.0 million higher than under UK
GAAP, with a corresponding reduction in the foreign currency translation reserve. 
The impact was insignificant for the half-year to 31 December 2004.

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

l) Presentation of results from 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 sales, operating profit, interest
and tax were separately presented. Additionally, results from discontinued operations have also been reclassified. 
As a result of this change in income statement presentation, operating profit for the half-year to 
31 December 2004 decreased by £5.0 million, and for the year to 30 June 2005 decreased by £11.5 million, with
corresponding decreases in finance costs and tax expense. There was no change to profit after tax.

                                     Page 53

Brambles

Notes to and forming part of the consolidated financial statements - continued
for the half-year ended 31 December 2005

Note 18. Explanation of the impact of transition from AGAAP to IFRS
     --------------------------------------------------------------

A summary of the effect of the adoption of IFRS on equity and on profit for the
period, compared to that previously reported under AGAAP, is set out below.

                                                   June  December    1 July
                                                   2005      2004      2004
                                     Note           A$m       A$m       A$m
                                   ----------------------------------------

Equity as reported under AGAAP                  3,244.8   3,261.1   3,231.1

Goodwill                               c           79.6      41.5         -
Retirement benefit obligations         e         (222.4)   (166.5)   (180.4)
Share-based payments                   f           (1.9)     (1.2)     (2.6)
Foreign currency translation reserve   g           (0.9)     (0.7)        -
Other                                  h           (8.3)    (19.3)    (16.4)
                                                ----------------------------
                                                 (153.9)   (145.5)   (199.4)
                                                 ---------------------------

Equity as reported under IFRS                   3,090.9   3,115.6   3,031.7
                                                ---------------------------

                                            Full year  First half
                                                 2005        2004
                                                  A$m         A$m
                                          -----------------------

Profit as reported under AGAAP                  531.2       235.3

Goodwill                             c           79.6        41.5
Retirement benefit obligations       e           (6.0)          -
Share-based payments                 f          (17.9)       (9.3)
Other                                h            8.6        (0.5)
                                               ------------------
                                                 64.3        31.7
                                               ------------------

Profit as reported under IFRS                   595.5      267.0
                                               -----------------


Detailed reconciliations of the impact of the transition from AGAAP to IFRS, together
with explanatory notes, are set out in the following tables:

- Reconciliation of equity at 1 July 2004, the date of transition to IFRS
- Reconciliation of equity at 31 December 2004, the previous half-year
- Reconciliation of equity at 30 June 2005, the previous year-end
- Reconciliation of profits for the previous half-year ended 31 December 2004
- Reconciliation of profits for the previous year ended 30 June 2005
- Explanatory notes

Note 17 sets out equivalent information in relation to the transition from UK GAAP to IFRS.

                                    Page 54
Brambles 

Notes to and forming part of the consolidated financial statements - continued
for the half-year ended 31 December 2005

Note 18. Explanation of the impact of transition from AGAAP to IFRS - continued
-------------------------------------------------------------------------------

i) Reconciliation of equity at the date of transition to IFRS
  -----------------------------------------------------------
                                                                         1 July 2004
                                                         ---------------------------------------
                                                         Previous    Impact of
                                                            AGAAP   transition      IFRS      IFRS
                                                   Note       A$m          A$m       A$m      US$m
                                                 -------------------------------------------------
ASSETS
Cash and cash equivalents                                     89.9           -      89.9      62.7
Trade and other receivables                                1,484.2           -   1,484.2   1,034.5
Inventories                                        a          85.9        (5.7)     80.2      55.9
Other assets                                                 120.5        (2.9)    117.6      83.2
Assets classified as held for sale                 a             -        13.3      13.3       9.3
                                                         -----------------------------------------
Total current assets                                       1,780.5         4.7   1,785.2   1,245.6
                                                          ----------------------------------------

Trade and other receivables                                   21.8           -      21.8      15.1
Equity-accounted investments                                 178.9           -     178.9     124.7
Property, plant and equipment                      b       5,801.3      (232.8)  5,568.5   3,882.4
Goodwill                                           c       1,303.8           -   1,303.8     909.0
Other intangible assets                            b             -       216.5     216.5     150.9
Deferred tax assets                                d         159.2        66.8     226.0     157.6
Other assets                                       e          52.0        (2.3)     49.7      33.6
                                                          ----------------------------------------
Total non-current assets                                   7,517.0        48.2   7,565.2   5,273.3
                                                          ----------------------------------------
Total assets                                               9,297.5        52.9   9,350.4   6,518.9
                                                          ----------------------------------------

LIABILITIES
Trade and other payables                                   1,335.4           -   1,335.4     929.4
Borrowings                                                   103.0           -     103.0      71.8
Tax payable                                                   89.8           -      89.8      61.6
Provisions                                                   233.0           -     233.0     162.4
                                                          ----------------------------------------
Total current liabilities                                  1,761.2           -   1,761.2   1,225.2
                                                          ----------------------------------------

Borrowings                                                  3,632.0           -   3,632.0   2,532.2
Retirement benefit obligations                       e            -       254.0     254.0     177.1
Provisions                                        e, h        141.7        (6.8)    134.9      93.9
Deferred tax liabilities                             d        511.7         5.1     516.8     360.6
Other liabilities                                              19.8           -      19.8      16.2
                                                           ----------------------------------------
Total non-current liabilities                               4,305.2       252.3   4,557.5   3,180.0
                                                           ----------------------------------------
Total liabilities                                           6,066.4       252.3   6,318.7   4,405.2
                                                           ----------------------------------------
Net assets                                                  3,231.1      (199.4)  3,031.7   2,113.7
                                                         ------------------------------------------

EQUITY
Contributed equity                                    f     1,426.1        14.0   1,440.1   1,004.1
Reserves                                           f, g       156.1        14.6     170.7     458.5
Retained profits                                            1,638.8      (227.1)  1,411.7     644.7
                                                            ---------------------------------------
Parent entities interest                                    3,221.0      (198.5)  3,022.5   2,107.3
Minority interest                                     h        10.1        (0.9)      9.2       6.4
                                                            ---------------------------------------
Total equity                                                3,231.1      (199.4)  3,031.7   2,113.7
                                                            ---------------------------------------

                                    Page 55


Notes to and forming part of the consolidated financial statements - continued
for the half-year ended 31 December 2005

Note 18. Explanation of the impact of transition from AGAAP to IFRS - continued
        -----------------------------------------------------------------------

ii) Reconciliation of equity at previous half-year
    ----------------------------------------------
                                                                       31 December 2004
                                                         ---------------------------------------
                                                         Previous    Impact of
                                                            AGAAP   transition      IFRS      IFRS
                                                   Note       A$m          A$m       A$m      US$m
                                                 -------------------------------------------------
ASSETS
Cash and cash equivalents                                     83.7           -      83.7      64.8
Trade and other receivables                                1,433.0           -   1,433.0   1,111.4
Inventories                                          a        91.2        (5.4)     85.8      66.7
Other assets                                                 135.5           -     135.5     105.5
Assets classified as held for sale                   a           -        12.9      12.9      10.0
                                                           ---------------------------------------
Total current assets                                       1,743.4         7.5   1,750.9   1,358.4
                                                           ---------------------------------------

Trade and other receivables                                   20.7           -      20.7      16.1
Equity-accounted investments                         c       170.7         1.5     172.2     133.7
Property, plant and equipment                        b     5,532.1      (195.3)  5,336.8   4,144.5
Goodwill                                             c     1,231.2        44.9   1,276.1     991.0
Other intangible assets                              b           -       189.2     189.2     147.0
Deferred tax assets                                  d       152.2        64.4     216.6     168.2
Other assets                                         e        51.7        (4.2)     47.5      36.8
                                                           ---------------------------------------
Total non-current assets                                   7,158.6       100.5   7,259.1   5,637.3
                                                           ---------------------------------------
Total assets                                                8,902.0      108.0   9,010.0   6,995.7
                                                          ----------------------------------------

LIABILITIES
Trade and other payables                                    1,285.6           -   1,285.6     997.4
Borrowings                                                     95.3           -      95.3      73.9
Tax payable                                                    91.2           -      91.2      70.8
Provisions                                                    208.0           -     208.0     161.5
                                                           ----------------------------------------
Total current liabilities                                   1,680.1           -   1,680.1   1,303.6
                                                           ----------------------------------------

Borrowings                                                  3,296.6           -   3,296.6   2,559.9
Retirement benefit obligations                        e           -       240.8     240.8     187.0
Provisions                                         e, h       134.5        (2.1)    132.4     102.8
Deferred tax liabilities                              d       512.6        14.8     527.4     409.6
Other liabilities                                              17.1           -      17.1      13.3
                                                            ---------------------------------------
Total non-current liabilities                               3,960.8       253.5   4,214.3   3,272.6
                                                            ---------------------------------------
Total liabilities                                           5,640.9       253.5   5,894.4   4,576.2
                                                            ---------------------------------------
Net assets                                                  3,261.1      (145.5)  3,115.6   2,419.5
                                                            ---------------------------------------

EQUITY
Contributed equity                                    f     1,416.1        23.3   1,439.4   1,117.8
Reserves                                           f, g       127.7        18.1     145.8     577.1
Retained profits                                            1,707.1      (185.9)  1,521.2    717.4
                                                            ---------------------------------------
Parent entities interest                                    3,250.9      (144.5)  3,106.4   2,412.3
Minority interest                                     h        10.2        (1.0)      9.2       7.2
                                                            ---------------------------------------
Total equity                                                3,261.1      (145.5)  3,115.6   2,419.5
                                                           ----------------------------------------

                                     Page 56


Notes to and forming part of the consolidated financial statements - continued
for the half-year ended 31 December 2005

Note 18. Explanation of the impact of transition from AGAAP to IFRS - continued
-------------------------------------------------------------------------------

iii) Reconciliation of equity at previous year-end
--------------------------------------------------

                                                                         30 June 2005              
                                                              -------------------------------------
                                                           Previous   Impact of
                                                              AGAAP   transition      IFRS      IFRS
                                                    Note        A$m          A$m       A$m      US$m
                                                   ------------------------------------------------
ASSETS
Cash and cash equivalents                                      247.0           -     247.0     188.1
Trade and other receivables                                  1,443.5           -   1,443.5   1,098.0
Inventories                                           a         92.0        (5.3)     86.7      66.0
Other assets                                          e         89.0        (1.2)     87.8      66.8
Assets classified as held for sale                    a            -        12.2      12.2       9.3
                                                            ----------------------------------------
Total current assets                                         1,871.5         5.7   1,877.2   1,428.2
                                                            ----------------------------------------

Trade and other receivables                                     39.3           -      39.3      29.9
Equity-accounted investments                           c       163.5         2.7     166.2     126.6
Property, plant and equipment                          b     5,338.3      (171.9)  5,166.4   3,934.2
Goodwill                                               c     1,143.5        88.9   1,232.4     938.5
Other intangible assets                                b           -       167.3     167.3     127.4
Deferred tax assets                                    d       106.2        92.7     198.9     151.5
Other assets                                           e        33.0        (6.7)     26.3      21.2
                                                              --------------------------------------
Total non-current assets                                     6,823.8       173.0   6,996.8   5,329.3
                                                           -----------------------------------------
Total assets                                                 8,695.3       178.7   8,874.0   6,757.5
                                                            ----------------------------------------

LIABILITIES
Trade and other payables                                     1,351.6           -   1,351.6   1,029.2
Borrowings                                                      34.0           -      34.0      25.9
Tax payable                                                    123.9           -     123.9      94.3
Provisions                                           e, h      232.1         1.3     233.4     177.7
                                                             ---------------------------------------
Total current liabilities                                    1,741.6         1.3   1,742.9   1,327.1
                                                            ----------------------------------------

Borrowings                                                   3,112.9           -   3,112.9   2,370.5
Retirement benefit obligations                          e          -       317.1     317.1     241.5
Provisions                                           e, h      135.2        (5.2)    130.0      99.0
Deferred tax liabilities                                d      451.4        19.4     470.8     358.5
Other liabilities                                                9.4           -       9.4       7.2
                                                            ----------------------------------------
Total non-current liabilities                                3,708.9       331.3   4,040.2   3,076.7
                                                            ----------------------------------------
Total liabilities                                            5,450.5       332.6   5,783.1   4,403.8
                                                            ----------------------------------------
Net assets                                                   3,244.8      (153.9)  3,090.9   2,353.7
                                                           -----------------------------------------
 
EQUITY
Contributed equity                                     f     1,418.2        34.8   1,453.0   1,106.5
Reserves                                            f, g       (12.0)      (40.5)    (52.5)    404.0
Retained profits                                             1,827.5      (147.2)  1,680.3     835.5
                                                             ---------------------------------------
Parent entities interest                                     3,233.7      (152.9)  3,080.8   2,346.0
Minority interest                                      h        11.1        (1.0)     10.1       7.7
                                                             ---------------------------------------
Total equity                                                 3,244.8      (153.9)  3,090.9   2,353.7
                                                             ---------------------------------------


                                    Page 57
Brambles 

Notes to and forming part of the consolidated financial statements - continued
for the half-year ended 31 December 2005

Note 18. Explanation of the impact of transition from AGAAP to IFRS - continued
         -----------------------------------------------------------------------

iv) Reconciliation of profits for previous half-year ended 31 December 2004
   ------------------------------------------------------------------------

                                                                           First half 2005        
                                                           ---------------------------------------
                                                           Previous   Impact of
                                                              AGAAP  transition      IFRS      IFRS
                                                    Note        A$m         A$m       A$m      US$m
                                                    -----------------------------------------------
Continuing operations
Sales revenue                                         a      3959.8    (1,789.0)  2,170.8   1,601.1
Other income                                          a       111.8       (33.1)     78.7      60.0
Operating expenses                              a,c,e,f    (3,604.7)    1,734.2  (1,870.5) (1,377.9)
Share of results of joint ventures and associates     a         8.8        (6.8)      2.0       1.4
                                                            ---------------------------------------
Operating profit                                              475.7       (94.7)    381.0     284.6
                                                             --------------------------------------

Net finance costs                                             (94.0)          -     (94.0)    (69.4)
                                                             ---------------------------------------

Profit before tax                                             381.7       (94.7)    287.0     215.2

Tax                                                   a      (146.4)       48.4     (98.0)    (74.1)
                                                            ----------------------------------------

Profit for the period from
continuing operations                                         235.3       (46.3)    189.0     141.0

Profit for the period from
discontinued operations                              a           -         78.0      78.0      55.4
                                                                                                    
                                                             ---------------------------------------
Profit for the period                                         235.3        31.7     267.0     196.5
                                                             --------------------------------------

Attributable to:
Minority interest                                               0.5           -       0.5       0.4
Members of the parent entities                                234.8        31.7     266.5     196.1
                                                             --------------------------------------

                                    Page 58

Notes to and forming part of the consolidated financial statements - continued
for the half-year ended 31 December 2005

Note 18. Explanation of the impact of transition from AGAAP to IFRS - continued
-------------------------------------------------------------------------------

v) Reconciliation of profits for previous year ended 30 June 2005
  ---------------------------------------------------------------

                                                                Full year 2005            
                                                     -------------------------------------
                                                      Previous      Impact of
                                                         AGAAP      transition    IFRS      IFRS
                                                Note       A$m             A$m     A$m      US$m
                                            ----------------------------------------------------
Continuing operations
Sales revenue                                      a     7,917.2    (3,569.9)  4,347.3   3,274.8
Other income                                       a       358.3      (197.9)    160.4     121.8
Operating expenses                           a,c,e,f    (7,277.3)    3,570.0  (3,707.3) (2,793.3)
Share of results of joint ventures and associates  a        19.5       (15.9)      3.6       2.7
                                                        ----------------------------------------
Operating profit                                         1,017.7      (213.7)    804.0     606.0
                                                        ----------------------------------------

Net finance costs                                         (176.5)          -    (176.5)   (130.1)
                                                                                                
                                                         ---------------------------------------
Profit before tax                                          841.2      (213.7)    627.5     475.9

Tax                                                a      (310.0)       95.7    (214.3)   (162.8)
                                                        -----------------------------------------

Profit for the period from
continuing operations                                     531.2      (118.0)    413.2     313.1

Profit for the period from
discontinued operations                          a           -       182.3     182.3     135.7

                                                                                                
                                                         ---------------------------------------
Profit for the period                                     531.2        64.3     595.5     448.8
                                                         --------------------------------------

Attributable to:
Minority interest                                           2.4           -       2.4       1.8
Members of the parent entities                            528.8        64.3     593.1     447.0
                                                          -------------------------------------


vi) Cash flow statement

The adoption of IFRS has not resulted in any material adjustments to the cash flow statement.

                                    Page 59
Brambles 

Notes to and forming part of the consolidated financial statements - continued
for the half-year ended 31 December 2005

Note 18. Explanation of the impact of transition from AGAAP to IFRS - continued
-------------------------------------------------------------------------------

vii) Notes to the AGAAP reconciliations
    -----------------------------------

a) Discontinued operations and non-current assets held for sale
   ------------------------------------------------------------
Under 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 AASB 5. This differs from AGAAP, where classification as a discontinued
operation was primarily required for segment reporting purposes.

Details of discontinued operations are set out in note 6.

In addition Brambles had certain properties which were being actively marketed for
sale. At 1 July 2004, 31 December 2004 and 30 June 2005, amounts of A$13.3 million,
A$12.9 million and A$12.2 million have been presented as assets held for sale, with
corresponding decreases in inventory and property, plant and equipment at those dates.

b) Non-goodwill intangible assets
  -------------------------------
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 property, plant and equipment.
Additionally, other non-goodwill intangibles arising after 1 July 2004 which were
previously recognised as goodwill have also been reclassified. Reclassification
entries were therefore required on transition to IFRS. Non-goodwill intangibles
have increased by A$216.5 million, A$184.5 million and A$162.8 million in respect
to software capitalised and nil, A$4.7 million and A$4.5 million in respect of other
intangibles at 1 July 2004, 31 December 2004 and 30 June 2005 respectively, with
corresponding decreases in property, plant and equipment and goodwill. This adjustment is
presentational only, and has no impact on the effective life of the capitalised
items or on net assets.

c) Goodwill
-----------
Under AASB 3: Business Combinations, goodwill is no longer amortised but instead is
subject to rigorous annual impairment testing. Brambles has elected to make use of
the transitional exemption available under AASB 1: First-time Adoption of
Australian Equivalents to International Financial Reporting Standards and has not
restated any business combinations that occurred prior to 1 July 2004.

For the half-year to 31 December 2004, goodwill amortisation of A$50.5 million
booked under AGAAP was reversed, together with a related tax credit of
A$9.0 million. The goodwill balance at 31 December 2004 was A$49.0 million higher
under IFRS than under AGAAP, with the related deferred tax liability under IFRS
A$9.0 million lower than under AGAAP.

For the year to 30 June 2005, goodwill amortisation of A$97.6 million booked under
AGAAP was reversed, together with a related tax credit of A$18.0 million. The
goodwill balance at 30 June 2005 was A$94.9 million higher under IFRS than under
AGAAP, with the related deferred tax liability under IFRS A$18.0 million lower than
under AGAAP.
                                    Page 60

Brambles 

Notes to and forming part of the consolidated financial statements - continued
for the half-year ended 31 December 2005

Note 18. Explanation of the impact of transition from AGAAP to IFRS - continued
-------------------------------------------------------------------------------

vii) Notes to the AGAAP reconciliations - continued
     ----------------------------------------------

d) Deferred tax                                                June  December    1 July
                                                               2005      2004      2004
                                                 Note           A$m       A$m       A$m
                                                ---------------------------------------
The effects on deferred tax assets are as follows:

Retirement benefit                                 e           84.9      66.2      70.3
obligations
Other                                              h            3.3      (1.8)     (3.5)
                                                             ---------------------------
                                                               92.7      64.4      66.8
                                                             --------------------------

The effects on deferred tax liabilities are as follows:

Goodwill                                           c           18.0       9.0         -
Other                                              h            1.4       5.8       5.1
                                                              -------------------------
                                                               19.4      14.8       5.1
                                                               ------------------------

e) Retirement benefit obligations
   ------------------------------
Under 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.

Based on actuarial calculations as at 1 July 2004, a defined benefit plan deficit
of A$245.4 million was recognised on transition to IFRS, together with a related
deferred tax asset of A$70.3 million. A reclassification of A$8.6 million was made
from provisions to defined benefit plan deficit in relation of pension arrangements
already provided. Prepayments of A$5.3 million at 1 July 2004 in relation to
accounting that previously applied under AGAAP were reversed on transition to IFRS.
A net transitional adjustment of A$180.4 million was taken as a reduction in
retained earnings.

Brambles has elected to early adopt the amendment to 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
to 30 June 2005 was a loss of A$83.0 million, before a related tax credit of
A$25.9 million, and that the defined benefit plan deficit at 30 June 2005 was
A$317.1 million, before a related deferred tax asset of A$89.4 million. The
increased defined benefit plan deficit and related deferred tax asset have been
recognised in the 30 June 2005 financial statements. The actuarial loss and related
tax credit have been presented in the statement of recognised income and expense
and have not directly impacted reported profit.

As a result of applying AASB 119 to retirement benefit obligations, employee
benefit expense for the year to 30 June 2005 was A$6.0 million higher than under
AGAAP, after a related tax credit of A$2.0 million. The impact was insignificant
for the half-year to 31 December 2004.

                                    Page 61

Brambles

Notes to and forming part of the consolidated financial statements - continued
for the half-year ended 31 December 2005

Note 18. Explanation of the impact of transition from AGAAP to IFRS - continued
-------------------------------------------------------------------------------

vii) Notes to the AGAAP reconciliations - continued
     -----------------------------------------------

f) Share-based payments
   --------------------
Under 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. Brambles had not previously expensed share-based
payments under AGAAP.

Based on actuarial calculations, a reduction in retained earnings of
A$16.6 million was recognised at 1 July 2004 on transition to IFRS, with
a corresponding increase in reserves of A$14.0 million and in provisions
of A$2.6 million.

As a result of applying AASB 2 to share-based payments, employee benefit expense
for the half-year to 31 December 2004 was A$9.3 million higher than under AGAAP,
with a corresponding increase in reserves of A$9.3 million. For the year to 30 June
2005, employee benefit expense was A$17.9 million higher than under AGAAP, with a
corresponding increase in reserves of A$15.7 million and provisions of A$2.2 million.

g) Foreign currency translation reserve
   ------------------------------------
In its transition to IFRS, Brambles has chosen not to make use of the exemption set
out in AASB 1 that permits cumulative translation differences that existed at the
date of transition to IFRS to be transferred to retained earnings and the foreign
currency translation reserve at 1 July 2004 deemed to be zero. Instead, the foreign
currency translation reserve has been re-calculated in US dollars from the date of
establishment of the DLC.

The foreign currency translation reserve under AGAAP in Australian dollars has been adjusted for IFRS
impacts.  The impact of changing presentational currency to US dollars has been reflected 
in the foreign currency translation reserve. 

Brambles has hedged a loan forming 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 to the foreign currency translation reserve. Foreign
exchange gains for the year to 30 June 2005 were A$2.1 million higher than under
AGAAP, with a corresponding reduction in the foreign currency translation reserve.
The impact was insignificant for the half-year to 31 December 2004.

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

                                     Page 62

Brambles

Directors' declaration
----------------------

In the opinion of the Directors of Brambles Industries Limited:

(a)  the financial statements and notes set out on pages (xx to yy) are in accordance with the Australian
     Corporations Act 2001, including:

 (i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory
     professional reporting requirements; and

(ii) giving a true and fair view of Brambles' financial position as at 31 December 2005 and of its
     performance, as represented by the results of its operations and its cash flows, for the half-year
     ended on that date; and

(b)  there are reasonable grounds to believe that Brambles will be able to pay its debts as and when
     they become due and payable.

This declaration is made in accordance with a resolution of the Directors.




D J Turner
Chief Executive Officer




D R Argus AO
Chairman

(xx February 2006)

                                     Page 63

Independent review report
-------------------------
to Brambles Industries Limited and Brambles Industries plc
----------------------------------------------------------


Introduction
------------
We have been instructed by Brambles Industries Limited and Brambles Industries plc ('the Companies') 
to review the financial information of Brambles (comprising the Companies and their subsidiaries) 
for the six months ended 31 December 2005 which comprises the consolidated interim
balance sheet as at 31 December 2005, the consolidated interim statements of income, consolidated cash flows,
consolidated statement of recognised income and expense and Directors' declaration for the six months then ended
and related notes. We have read the other information contained in the interim report and considered whether it
contains any apparent misstatements or material inconsistencies with the financial information.

Directors' responsibilities
---------------------------
The interim report, including the financial information contained therein, is the responsibility of, and has been
approved by the Directors of the Companies. The Directors are responsible for preparing the interim report in
accordance with the Listing Rules of the Financial Services Authority in the United Kingdom and the
Australian Corporations Act 2001. 

As disclosed in the notes to the financial information, the next annual financial statements of Brambles 
will be prepared in accordance with International Financial Reporting Standards as adopted for use in the 
European Union and Australian equivalents to International Financial Reporting Standards. 
This interim report has been prepared in accordance with International Accounting Standard 34: 
Interim Financial Reporting and Australian Accounting Standard AASB 134: Interim Financial Reporting.

The accounting policies are consistent with those that the Directors intend to use in the next annual financial
statements. This interim financial information has been prepared in accordance with those IFRS standards 
and IFRIC interpretations and those AIFRS standards and UIG interpretations issued and effective or 
issued and early adopted as at the time of preparing these statements (23 February 2006). 
The IFRS standards and IFRIC interpretations that will be applicable and adopted for
use in the European Union and the AIFRS standards and UIG interpretations that will be applicable at 
30 June 2006, are not known with certainty at the time of preparing this interim financial information.

Review work performed
---------------------
We conducted our review in accordance with guidance contained in Bulletin 1999/4 issued by the Auditing
Practices Board for use in the United Kingdom and in accordance with Australian Auditing Standards applicable
to review engagements. A review consists principally of making enquiries of Group management and applying
analytical procedures to the financial information and underlying financial data and, based thereon, assessing
whether the disclosed accounting policies have been applied. A review excludes audit procedures such as tests
of controls and verification of assets, liabilities and transactions. It is substantially less in scope than an
audit and therefore provides a lower level of assurance. Accordingly we do not express an audit opinion on the
financial information.

This report, including the conclusion, has been prepared for and only for Brambles Industries plc for the purpose
of the Listing Rules of the Financial Services Authority in the United Kingdom and for Brambles Industries Limited
to lodge with the Australian Securities and Investments Commission for the purpose of the Australian Corporations
Act 2001 and for no other purpose. We do not, in producing this report, accept or assume responsibility for any other
purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly
agreed by our prior consent in writing.

                                    Page 64

Independent review report
-------------------------
to Brambles Industries Limited and Brambles Industries plc - continued
----------------------------------------------------------------------

Review conclusion by PricewaterhouseCoopers 
--------------------------------------------
On the basis of our review we are not aware of any material modifications that should be made to the
financial information as presented for the six months ended 31 December 2005 in order for it to:

 -   give a true and fair view of the financial position of Brambles at 31 December 2005 and of its
     performance for the six months ended on that date, in accordance with AASB 134: Interim Financial
     Reporting; and 

 -   be presented in accordance with the Australian Corporations Act 2001 and other mandatory financial
     reporting requirements in Australia.


PricewaterhouseCoopers                                      
Chartered Accountants                     
Sydney                                                                         
23 February 2006                                                   
in respect of Brambles Industries Limited        

Liability of PricewaterhouseCoopers Australia is limited by a scheme approved under Professional Standards
Legislation


Review conclusion by PricewaterhouseCoopers LLP 
------------------------------------------------
On the basis of our review we are not aware of any material modifications that should be made to the financial 
information as presented for the six months ended 31 December 2005.


PricewaterhouseCoopers LLP
Chartered Accountants and Registered Auditors
London
23 February 2006
in respect of Brambles Industries plc            

                                    Page 65


Auditors' independence declaration
----------------------------------

As global engagement leader for the review of Brambles (Brambles Industries Limited, Brambles Industries plc and
their controlled entities) for the half-year ended 31 December 2005, I declare that to the best of my knowledge
and belief, there have been:


a)   no contraventions of the auditor independence requirements of the Corporations Act 2001 in
     relation to the review; and

b)   no contraventions of any applicable code of professional conduct in relation to the review.

This declaration is in respect of Brambles Industries Limited, Brambles Industries plc and the entities they
controlled during the period.





B W D Morgan                                                             Sydney
Partner                                                        23 February 2006
PricewaterhouseCoopers



Liability of PricewaterhouseCoopers Australia is limited by a scheme approved under Professional Standards
Legislation



                                     Page 66







                      This information is provided by RNS
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