<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 20-F/A

(Mark One)
[_]      REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR (G) OF THE
         SECURITIES EXCHANGE ACT OF 1934
                                       OR

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the fiscal year ended      June 30, 2001
                                   -----------------------
                                             OR

[_]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the transition period from             to
                                            _______    - _______

Commission file number               0-15850
                           ---------------------------

                                 Ansell Limited
                           ---------------------------
                     (Australian Company Number 004 085 330)
             (Exact name of Registrant as specified in its charter)

                                 Ansell Limited
                           ---------------------------
                 (Translation of Registrant's name into English)

                               Victoria, Australia
                           ---------------------------
                 (Jurisdiction of incorporation or organisation)

        Level 3, 678 Victoria Street, Richmond, Victoria, 3121, Australia
     -----------------------------------------------------------------------
                    (Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

   Title of each class            Name of each exchange on which registered
          None                                      None
--------------------------    --------------------------------------------------

Securities registered or to be registered pursuant to Section 12(g) of the Act.

                                 Ordinary Shares
                           ---------------------------
                           American Depositary Shares*
                           ---------------------------
*   Evidenced by American Depositary Receipts, each American Depositary Share
    representing four (4) Ordinary Shares

Securities registered or to be registered pursuant to Section 15(d) of the Act.

                                      None
                           ---------------------------
Indicate the number of outstanding shares of each of the issuer's classes of
capital stock as of the close of the period covered by the annual report.

               Ordinary Shares - 930,051,169 (at June 30, 2001)**
                               ---------------------
**  This figure includes 5,091,396 shares represented by the 1,272,849 American
    Depositary Shares outstanding on June 30, 2001.

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.                   [X] Yes       [_] No

Indicate by check mark which financial statement
item the registrant has elected to follow            [_] Item 17   [X] Item 18

<PAGE>

                     EXPLANATORY NOTE REGARDING AMENDED 20-F

         We are filing this Form 20-F/A to add at the end of Part III the
Statutory Accounts of South Pacific Tyres and Controlled Entities for the Year
Ended June 30, 2001.

                                    SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant certifies that it meets all of the requirements for
filing on Form 20-F and has duly caused this annual report to be signed on its
behalf by the undersigned, thereunto duly authorised.

                                                                  Ansell Limited
                                                                      Registrant

                                                             /s/ David M. Graham

                                                                 David M. Graham
                                                         Chief Financial Officer

Dated:  January 7, 2003

<PAGE>


Certifications

     I, Harry Boon, certify that:

1.   I have reviewed this amendment to the annual report on Form 20-F of Ansell
     Limited;

2.   Based on my knowledge, this amendment to the annual report does not contain
     any untrue statement of material fact or omit to state a material fact
     necessary to make the statements made, in light of the circumstances under
     which such statements were made, not misleading with respect to the period
     covered by this annual report; and

3.   Based on my knowledge, the financial statements, and other financial
     information included in this amendment to the annual report, fairly present
     in all material respects the financial condition, results of operations and
     cash flows of South Pacific Tyres & Controlled Entities as of, and for, the
     periods presented.

Dated: January 8, 2003                          /s/ Harry Boon
                                                ----------------
                                                Name: Harry Boon
                                                Title:  Chief Executive Officer


<PAGE>


     I David M. Graham certify that:

1.   I have reviewed this amendment to the annual report on Form 20-F of Ansell
     Limited;

2.   Based on my knowledge, this amendment to the annual report does not contain
     any untrue statement of material fact or omit to state a material fact
     necessary to make the statements made, in light of the circumstances under
     which such statements were made, not misleading with respect to the period
     covered by this annual report; and

3.   Based on my knowledge, the financial statements, and other financial
     information included in this amendment to the annual report, fairly present
     in all material respects the financial condition, results of operations and
     cash flows of South Pacific Tyres & Controlled Entities as of, and for, the
     periods presented.

Dated: January 8, 2003                          /s/ David M. Graham
                                                ---------------------
                                                Name: David M. Graham
                                                Title:  Chief Financial Officer



<PAGE>

                               SOUTH PACIFIC TYRES
                              & CONTROLLED ENTITIES
                               STATUTORY ACCOUNTS
                               FOR THE YEAR ENDED
                                 30TH JUNE 2001

<PAGE>

Contents
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                      PAGE NO
<S>                                                                                      <C>
Directors Report .........................................................................  1
Statement of Financial Performance .......................................................  5
Statement of Financial Position ..........................................................  6
Statement of Cash Flows ..................................................................  7
Notes to the Financial Statements ........................................................  8
      1.    Statement Of Significant Accounting Policies .................................  8
      2.    Change in Accounting Policy .................................................. 13
      3.    Revenue from ordinary activities ............................................. 14
      4.    Profit from ordinary activities before income tax expense .................... 14
      4.    Profit from ordinary activities before income tax expense (continued) ........ 15
      5.    Auditors' Remuneration ....................................................... 15
      6.    Taxation ..................................................................... 16
      7.    Cash assets .................................................................. 17
      8.    Receivables .................................................................. 17
      9.    Inventories .................................................................. 17
      10.   Other current assets ......................................................... 17
      11.   Other financial assets ....................................................... 17
      12.   Property, plant and equipment ................................................ 18
      13.   Intangibles .................................................................. 19
      14.   Payables ..................................................................... 19
      15.   Interest bearing liabilities ................................................. 20
      16.   Provisions ................................................................... 20
      17.   Amounts payable/receivable in foreign currencies ............................. 21
      18.   Contributed equity ........................................................... 21
      19.   Reserves ..................................................................... 21
      20.   Retained profits/(accumulated losses) ........................................ 22
      21.   Outside equity interest ...................................................... 22
      22.   Additional financial instruments disclosure .................................. 22
      23.   Commitments .................................................................. 26
      24.   Contingent liabilities ....................................................... 27
      25.   Related party transactions ................................................... 27
      26.   Superannuation commitments ................................................... 28
      27.   Segment reporting ............................................................ 29
      28.   Particulars relating to controlled entities .................................. 29
      29.   Events subsequent to balance date ............................................ 29
      30.   Notes to the statements of cash flows ........................................ 30
Directors Declaration .................................................................... 32
Independent Audit Report ................................................................. 33
</TABLE>

<PAGE>

Directors Report
--------------------------------------------------------------------------------

The directors of South Pacific Tyres (a partnership between Pacific Dunlop Tyres
Pty. Ltd. and Goodyear Tyres Pty. Ltd.) present their report together with the
financial report of South Pacific Tyres ("the partnership") and the consolidated
financial report of the consolidated entity, being the partnership and its
controlled entities, for the year ended 30th June 2001 and the auditor's report
thereon.

(a)  The names of the directors, appointed pursuant to the Partnership Agreement
     dated 30th March 1987, at any time during or since the end of the financial
     year are:

<TABLE>
<CAPTION>
     Names                                     Experience, Special Responsibilities
     <S>                                       <C>
     Mr. Samir G. Gibara                       Chairman & Chief Executive Officer of The
     Masters - International Bus & Finance -   Goodyear Tire & Rubber Company.
     Harvard                                   38 years service with the Company.
                                               Appointed as director 1995

     Mr. R Chadwick                            Appointed as director 1995
                                               Resigned March 31st 2001.

     Mr. Phillip Gay                           Appointed as director 1996.

     Mr. Hugh D. Pace                          President Asia Region of The Goodyear Tire
     Masters in International Management       & Rubber Company.
                                               27 years service with the Company.
                                               Appointed as director December 1st 1998

     Mr. John Rennie                           Appointed as director 1996.

     Mr. Ernie J. Rodia                        Appointed as director 1999.
                                               Resigned September 30th 2001.

     Mr. Clark E. Sprang                       Senior Vice President for Business
     Graduate Ohio State University            Development & Integration of
                                               The Goodyear Tire & Rubber Company.
                                               36 years service with the Company.
                                               Appointed as director October 1st 2001.

     Mr. Robert W. Tieken                      Executive Vice President & Chief Financial
     Graduate Illinois Wesleyan University     Officer of The Goodyear Tire & Rubber Company
                                               8 years service with the Company.
                                               Appointed director 1995

     Mr. Ian Veal                              Appointed as director 1990
</TABLE>

SPT Statutory Accounts 30/06/2001                                         Page 1

<PAGE>

Directors Report
--------------------------------------------------------------------------------

(b)   The number of directors' meetings and number of meetings attended by each
      director of the partnership during the financial year are:

      Director                       Directors      Meetings
                                         A              B
      Mr. R Chadwick                     1              1
      Mr. P. Gay                         1              1
      Mr. S. Gibara                      0              1
      Mr. H. Pace                        1              1
      Mr. J. Rennie                      0              1
      Mr. E. Rodia                       1              1
      Mr. C. Sprang                      0              0
      Mr. R. Tieken                      0              1
      Mr. I. Veal                        1              1

      A = Number of meetings attended
      B = Number of meetings held during the time the director held office
          during the year.

(c)   The principal activities of the consolidated entity during the period
      were:

        .   Manufacture of tyres for vehicles and aircraft
        .   Wholesaling and retailing of vehicle and aircraft tyres;

      There were no significant changes in the nature of the principal
      activities of the consolidated entity during the year.

(d)   The net loss of the consolidated entity for the year after deducting
      outside equity interests and after providing for income tax was
      $92,056,394. The comparative figure for the previous year ended 30th June
      2000, was a net loss of $15,639,468. The contribution to profits by each
      entity in the consolidated entity is set out in Note 28 to the financial
      statements.

      The directors have apportioned the loss to the partners in accordance with
      the Partnership Agreement.

(e)   For the year ended 30/th/ June 2001, South Pacific Tyres paid nil (2000 :
      $7,276,000) to the partners by way of a distribution of profits.

(f)   The directors' review of the operations of the consolidated entity during
      the year, and the results of those operations is as follows:

      Worldwide industry over-capacity and severe pressure from competitive
      imports made last year very difficult for South Pacific Tyres. It was also
      a period of significant change in all operations.

      A loss after tax of $92.1 million was incurred by South Pacific Tyres,
      compared with the previous years' loss of $15.6 million. The losses
      reflected the lower volumes, falling prices, and other inefficiencies
      which are currently being addressed in a wide-ranging review of SPT
      operations. The losses include $32.3 million non-recurring restructuring
      costs including $26.3 million associated with the closure of the medium
      truck radial tyre plant at Somerton (closure costs of $52.3 million net of
      $25.0 million supply agreement consideration) and $6.0 million costs
      associated with an overhead reduction program.

      Market share decreased even though total Australian demand for tyres
      increased slightly. Competitive imports, mainly from low cost Asian
      manufacturers, increased significantly - up to 21.4% in light truck
      radials, 8.5% in truck radials, and 7.3% in passenger radials. The
      increase in competitive imports from Asia has increased more than three
      fold in the past 10 years.

SPT Statutory Accounts 30/06/2001                                         Page 2

<PAGE>

Directors Report
--------------------------------------------------------------------------------

(g)    In the opinion of the directors, other than referred to in this report,
       there were no significant changes in the state of affairs of the
       consolidated entity that occurred during the year.

(g)    Since the end of the financial year, the following matters or
       circumstances have arisen that have significantly affected, or may
       significantly affect, the operations, results of operations or state of
       affairs of the consolidated entity.

       A memorandum of undertaking has been signed by the partners on issues
       regarding the future of the South Pacific Tyres Joint Venture, including
       the basis of future funding and opportunities for continuance or
       dissolvement of the partnership. Agreement to give effect to the
       understandings in the memorandum is subject to completion of a definitive
       agreement.

       Further, on the 28th September 2001, South Pacific Tyres announced
       details of major restructuring plans for its Australian tyre
       manufacturing operations. The restructure is aimed at turning around its
       recent poor performance to ensure its survival as a profitable
       competitive business. The key elements include:

       .  Closure of the Footscray factory over the period December 2001,
          through to March 2002, with a total of 440 redundancies;

       .  Reconfiguration of passenger tyre production to consolidate all
          current Somerton and Thomastown production of this category at the
          Somerton site by July 2002, with 380 redundancies and the closure of
          the Thomastown factory;

       .  Streamlining of some related corporate and executive level
          administration with the redundancy of 70 staff.

(i)    The operations of the partnership are subject to various environmental
       regulations under both Commonwealth and State legislation. The
       partnership has an Environmental Specialist who monitors compliance with
       environmental regulations. The directors are not aware of any breaches of
       the legislation during the financial year which are material in nature.

(j)    Likely Developments
       Information about likely developments in the operations of the
       consolidated entity and the expected results of those operations in
       future financial years, has not been included in this report because
       disclosure of the information would be likely to result in unreasonable
       prejudice to the consolidated entity.

(k)    No director of the partnership, since the end of the previous financial
       year, has received or become entitled to receive a benefit (other than a
       benefit included in the aggregate amount of remuneration received or due
       and receivable by directors shown in the financial statements or the
       fixed salary of a full time employee of the partnership or of a related
       corporation) by reason of a contract made by the partnership or a related
       corporation with the director or with a firm of which he is a member, or
       with an entity in which the director has a financial interest.

(l)    This special purpose financial report has been drawn up in accordance
       with Section 11 of the Partnership Agreement. As required by that
       section, the financial report has been prepared as if the partnership
       were a public company under the provisions of the Corporations Act 2001.
       The financial report complies with the Corporations Act 2001, Urgent
       Issues Group Consensus Views, other authoritative pronouncements of the
       Australian Accounting Standards Board, and, except as stated below,
       applicable Accounting Standards. The directors do not consider the
       partnership to be a reporting entity and the matters required to be
       disclosed by AASB 1017 - Related Party Disclosures, and AASB 1029 -
       Accounting for Employee Entitlements ( disclosure requirements only ),
       have not been included in the financial report, as the directors do not
       consider those matters to be relevant.

(m)    Indemnification and insurance of officers and auditors
       Since the end of the previous financial year, the partnership has not
       indemnified or made a relevant agreement for indemnifying against a
       liability any person who is or has been an officer or auditor of the
       partnership.

SPT Statutory Accounts 30/06/2001                                         Page 3

<PAGE>

Directors Report
--------------------------------------------------------------------------------

       During the financial year the partnership has paid premiums in respect of
       directors' and officers' liability and legal expenses insurance contracts
       for the year ended 30th June 2001. Such insurance contracts insure
       against certain liability (subject to specific exclusions) persons who
       are or have been directors or executive officers of the partnership. The
       directors have not included details of the nature of the liabilities
       covered or the amount of the premium paid in respect of the directors'
       and officers' liability and legal expenses' insurance contracts, as such
       disclosure is prohibited under the terms of the contract.



       Signed in accordance with a resolution of the directors:



       /s/ Robert W. Tieken                     30/Oct./01
       ------------------------------------     ------------------------------
       Director                                 Dated


       /s/ Philip R. Gay                        16th October, 2001
       ------------------------------------     ------------------------------
       Director                                 Dated



SPT Statutory Accounts 30/06/2001                                         Page 4

<PAGE>

Statement of Financial Performance
--------------------------------------------------------------------------------

For the year ended 30th June 2001

<TABLE>
<CAPTION>
                                                              Consolidated                               Partnership
                                                   2001           2000         1999          2001            2000          1999
                                         Notes      $m             $m           $m            $m              $m            $m
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>    <C>           <C>           <C>           <C>            <C>            <C>
Revenue from sale of goods                  7   774,668,166   871,392,335   889,212,814   483,486,879    501,900,862    538,954,897

Revenue from rendering services             3    59,426,109    63,415,235    61,948,854             -              -              -
Other revenues from ordinary activities     3    60,935,622     4,392,022     5,984,759    61,824,135      6,264,258     33,822,379
                                               ------------------------------------------------------------------------------------
Total revenue from ordinary activities          895,029,897   939,199,592   957,146,427   545,311,014    508,165,120    572,777,276
Changes in inventories of finished
goods and work in progress                       (9,386,419)  (15,897,755)   (2,984,594)   (5,306,693)   (10,323,639)    (3,488,887)
Raw materials and consumables used              145,679,698   176,882,512   180,239,475   129,514,359    157,188,607    160,068,479
Employee expenses                               243,283,796   265,671,039   251,360,614   130,898,250    150,381,852    140,961,934
Depreciation and amortisation expenses   4(b)    36,599,361    40,488,722    37,686,538    25,929,707     29,079,650     26,563,490
Borrowing costs                          4(b)    16,340,214    15,848,050    14,477,308    15,381,376     15,018,729     14,149,965
Other expenses from ordinary activities         559,362,396   467,752,875   436,919,203   326,295,632    186,272,310    201,932,512

Expenses from ordinary activities               991,879,046   950,745,443   917,698,544   622,712,631    527,617,509    540,187,493
                                               ------------------------------------------------------------------------------------
Profit/(loss) from ordinary activities
before related income tax expense               (96,849,149)  (11,545,851)   39,447,883   (77,401,617)   (19,452,389)    32,589,783
Income tax expense/(benefit)
relating to ordinary activities          6(a)    (4,793,040)    4,055,314    12,512,703             -              -              -
                                               ------------------------------------------------------------------------------------
Profit/(loss) from ordinary activities
after related income tax expense                (92,056,109)  (15,601,165)   26,935,180   (77,401,617)   (19,452,389)    32,589,783
Net profit/(loss) attributable to
outside equity interests                   21           285        38,303         7,345             -              -              -
                                               ------------------------------------------------------------------------------------
Net profit/(loss) after income tax
attributable to the partnership                 (92,056,394)  (15,639,468)   26,927,835   (77,401,617)   (19,452,389)    32,589,783
                                               ------------------------------------------------------------------------------------
</TABLE>

The statements of financial performance are to be read in conjunction with the
notes to the financial statements set out on pages 8 to 28

SPT Statutory Accounts 30/06/2001                                         Page 5

<PAGE>

Statement of Financial Position
--------------------------------------------------------------------------------

For the year ended 30th June 2001
<TABLE>
<CAPTION>
                                                            Consolidated                 Partnership
                                              Notes       2001          2000          2001           2000
                                                           $             $              $             $
-------------------------------------------------------------------------------------------------------------
<S>                                          <C>     <C>            <C>            <C>            <C>
 CURRENT ASSETS
 Cash assets                                     7       19,031,203    16,764,042     9,507,000      3,007,895
 Receivables                                     8      144,857,771   154,534,601   161,347,428    161,404,598
 Inventories                                     9      167,246,533   163,510,085   129,392,966    129,100,310
 Other                                          10        2,521,577     7,481,840       147,388      1,177,275
                                                      --------------------------------------------------------
 TOTAL CURRENT ASSETS                                   333,657,084   342,290,568   300,394,782    294,690,078
                                                      --------------------------------------------------------
 NON-CURRENT ASSETS
 Receivables                                     8       29,091,771     3,028,266    56,622,712     30,834,307
 Other financial assets                         11                -             -    21,496,245     21,496,245
 Property, plant and equipment                  12      232,748,495   291,581,442   188,444,967    238,748,004
 Intangible assets                              13        5,467,324     6,321,328             -              -
 Deferred tax assets                           6(c)       8,897,006     3,173,605             -              -
                                                      --------------------------------------------------------
 TOTAL NON-CURRENT ASSETS                               276,204,596   304,104,641   266,563,924    291,078,556
                                                      --------------------------------------------------------
 TOTAL ASSETS                                           609,861,680   646,395,209   566,958,706    585,768,634
                                                      --------------------------------------------------------
 CURRENT LIABILITIES
 Payables                                       14      150,212,918   141,958,615   102,305,181     94,529,597
 Interest bearing liabilities                   15      144,616,621   250,052,160   137,252,397    239,709,040
 Current tax liabilities                       6(b)         167,096       336,975             -              -
 Provisions                                     16       50,702,253    39,225,142    36,397,096     25,048,134
                                                      --------------------------------------------------------
 TOTAL CURRENT LIABILITIES                              345,698,888   431,572,892   275,954,674    359,286,771
                                                      --------------------------------------------------------
 NON-CURRENT LIABILITIES
 Payables                                       14       26,807,256     1,134,803    26,413,382        723,309
 Provisions                                     16        8,561,903     9,999,996     4,946,604      6,388,028
                                                      --------------------------------------------------------
 TOTAL NON-CURRENT LIABILITIES                           35,369,159    11,134,799    31,359,986      7,111,337
                                                      --------------------------------------------------------
 TOTAL LIABLITIES                                       381,068,047   442,707,691   307,314,660    366,398,108
                                                      --------------------------------------------------------
 NET ASSETS                                             228,793,633   203,687,518   259,644,046    219,370,526
                                                      ========================================================
 PARTNERS' EQUITY
 Contributed equity                             18      317,675,137   200,000,000   317,675,137    200,000,000
 Reserves                                       19        9,220,023     9,463,977    11,409,810     11,409,810
 Retained profits/(accumulated losses)          20      (98,587,215)   (6,389,238)  (69,440,901)     7,960,716
                                                      --------------------------------------------------------
 TOTAL PARTNERS' EQUITY                                 228,307,945   203,074,739   259,644,046    219,370,526
 Outside equity interest                        21          485,688       612,779             -              -
                                                      --------------------------------------------------------
 TOTAL PARTNERS' EQUITY                                 228,793,633   203,687,518   259,644,046    219,370,526
                                                      ========================================================
</TABLE>

The statements of financial position are to be read in conjunction with the
notes to the financial statements set out on pages 8 to 28

SPT Statutory Accounts 30/06/2001                                         Page 6

<PAGE>

Statement of Cash Flows
--------------------------------------------------------------------------------

For the year ended 30th June 2001

<TABLE>
<CAPTION>
                                                                      Consolidated                     Partnership
                                                                  2001             2000           2001             2000
                                                                    $                $              $                $
                                                                 Inflows          Inflows        Inflows          Inflows
                                                    Notes       (Outflows)      (Outflows)      (Outflows)       (Outflows)
----------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>      <C>              <C>              <C>              <C>
Cash flows from operating activities
      Cash receipts in the course of operations                797,250,016     933,135,755      453,977,589      513,443,925
      Cash payments in the course of operations               (810,226,386)   (879,160,826)    (469,572,050)    (486,310,858)
      Interest received                                          1,442,101          97,639        5,473,572        3,040,112
      Borrowing costs paid                                     (19,316,863)    (13,937,731)     (18,358,025)     (13,108,410)
      Income taxes (paid)/refunded                   6(b)        1,960,747      (8,428,895)               -                -
                                                             ---------------------------------------------------------------
Net cash provided by/(used in) operating
activities                                          30(c)      (28,890,385)     31,705,942      (28,478,914)      17,064,769
                                                             ---------------------------------------------------------------
Cash flows from investing activities
      Proceeds on disposal of property, plant
      and equipment                                             34,493,521       2,450,608       31,350,563        1,380,371
      Payments for businesses, (net of cash
      acquired)                                     30(b)          (85,200)     (8,981,735)               -                -
      Payments for property, plant and
      equipment                                                (15,637,266)    (24,256,706)     (11,591,038)     (17,204,527)
                                                             ---------------------------------------------------------------
Net cash provided by/(used in) investing
activities                                                      18,771,055     (30,787,833)      19,759,525      (15,824,156)
                                                             ---------------------------------------------------------------
Cash flows from financing activities
      Proceeds from partner contributions                      117,675,137               -      117,675,137                -
      Proceeds from borrowings                                           -               -                -          591,570
      Repayment of borrowings                                 (103,363,095)       (102,672)     (99,837,337)               -
      Finance lease payments                                                      (336,189)                                -
      Dividends paid                                               (30,990)     (7,276,000)               -       (7,276,000)
                                                             ---------------------------------------------------------------
Net cash provided by/(used) in financing
activities                                                      14,281,052      (7,714,861)      17,837,800       (6,684,430)
                                                             ---------------------------------------------------------------
Net increase/(decrease) in cash held                             4,161,722      (6,796,752)       9,118,411       (5,443,817)
Cash at the beginning of the financial year                      9,831,097      16,857,003       (2,107,688)       3,336,129
Effects of exchange rate fluctuations on the
balances of cash held in foreign currencies                        177,883        (229,154)               -                -
                                                             ---------------------------------------------------------------
Cash at the end of the financial year               30(a)       14,170,702       9,831,097        7,010,723       (2,107,688)
                                                             ---------------------------------------------------------------
</TABLE>

The statements of cash flows are to be read in conjunction with the notes to the
financial statements set out on pages 8 to 28

SPT Statutory Accounts 30/06/2001                                         Page 7

<PAGE>

Notes to the Financial Statements
--------------------------------------------------------------------------------

1.     Statement Of Significant Accounting Policies

The significant policies which have been adopted in the preparation of this
financial report are:

(a)    Basis of preparation
In accordance with Section 11 of the Partnership Agreement, South Pacific Tyres
("the partnership") is required to prepare a financial report as if it were a
public company under the provisions of the Corporations Act 2001.

In the opinion of the directors, the partnership is not a reporting entity. The
financial report of the partnership has been drawn up as a special purpose
financial report for distribution to the members and for the purpose of
fulfilling the requirements of the Corporations Act 2001.

The financial report has been prepared in accordance with Accounting Standards,
Urgent Issues Group Consensus Views, other authoritative pronouncements of the
Australian Accounting Standards Board and the Corporations Act 2001 that have a
material effect with the following exceptions:

(i)    AASB 1005    Financial Reporting by Segments

(ii)   AASB 1017    Related Party Disclosures

(iii)  AASB 1028    Accounting for Employee Entitlements (disclosure
                    requirements only)

It has been prepared on the basis of historical costs and except where stated,
does not take into account changing money values or fair values of non-current
assets.

These accounting policies have been consistently applied by each entity in the
consolidated entity and, except where there is a change in accounting policy,
are consistent with those of the previous year.

(b)    Reclassification of financial information
Some line items and sub-totals reported in the previous financial year have been
reclassified and repositioned in the financial statements as a result of the
first time application on 1 July 2000 of the revised standards AASB 1018
Statement of Financial Performance, AASB 1034 Financial Report Presentation and
Disclosures and the new AASB 1040 Statement of Financial Position.

Adoption of these standards has resulted in the transfer of the reconciliation
of opening to closing retained profits from the face of the statement of
financial performance to Note 20.

Revenue and expense items previously disclosed as abnormal have been
reclassified and are now disclosed as individually significant items in Note 4.
These items are no longer identified separately on the face of the statement of
financial performance.

The following assets and liabilities have been removed from previous
classifications and are now disclosed as separate line items on the face of the
statement of financial position:

-      deferred tax assets, previously presented within other non-current assets

-      current tax liabilities, previously presented within current provisions

-      deferred tax liabilities, previously presented within non-current
       provisions.

(c)    Principles of consolidation
Controlled entities
The financial statements of controlled entities are included from the date
control commences until the date control ceases.

Outside interests in the equity and results of the entities that are controlled
by the partnership are shown as a separate item in the consolidated financial
statements.

SPT Statutory Accounts 30/06/2001                                         Page 8

<PAGE>

Notes to Financial Statements
--------------------------------------------------------------------------------

1.     Statement Of Significant Accounting Policies (continued)

(c)    Principles of consolidation (continued)
Transactions eliminated on consolidation
Unrealised gains and losses and inter-entity balances resulting from
transactions with or between controlled entities are eliminated in full on
consolidation.

(d)    Revenue recognition - Note 3
Revenues are recognised at fair value of the consideration received net of the
amount of goods and services tax (GST) payable to the taxation authority.

Sale of goods
Revenue from the sale of goods is recognised (net of returns, discounts and
allowances) when control of the goods passes to the customer.

Rendering of services
Revenue from rendering services is recognised when the service has been
completed.

Interest revenue
Interest revenue is recognised as it accrues, taking into account the effective
yield on the financial asset.

Other revenue
Supply agreement revenue relating to tyre purchasing commitments is recognised
at the date of the agreement with the supplier.

Sale of non-current assets
The gross proceeds of non-current asset sales are included as revenue at the
date control of the asset passes to the buyer, usually when an unconditional
contract of sale is signed.

The gain or loss on disposal is calculated as the difference between the
carrying amount of the asset at the time of disposal and the net proceeds on
disposal. Any related balance in the asset revaluation reserve is transferred to
the capital profits reserve on disposal.

(e)    Goods and services tax
Revenues, expenses and assets are recognised net of the amount of goods and
services tax (GST), except where the amount of GST incurred is not recoverable
from the Australian Tax Office (ATO). In these circumstances the GST is
recognised as part of the cost of acquisition of the asset or as part of an item
of the expense.

Receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the ATO is included as a
current asset or current liability in the statement of financial position.

Cash flows are included in the statement of cash flows on a gross basis. The GST
components of cash flows arising from investing and financing activities which
are recoverable from, or payable to, the ATO are classified as operating cash
flows.

(f) Foreign currency
Transactions
Foreign currency transactions are translated to Australian currency at the rates
of exchange ruling at the dates of the transactions. Amounts receivable and
payable in foreign currencies at balance date are translated at the rates of
exchange ruling on that date.

Exchange differences relating to amounts payable and receivable in foreign
currencies are brought to account as exchange gains or losses in the statement
of financial performance in the financial year in which the exchange rates
change.

SPT Statutory Accounts 30/06/2001                                         Page 9

<PAGE>

Notes to the Financial Statements
--------------------------------------------------------------------------------

1.    Statement Of Significant Accounting Policies (continued)

(f)    Foreign currency (continued)
Translation of controlled foreign entities
The assets and liabilities of foreign operations that are self-sustaining are
translated at the rates of exchange ruling at balance date. Equity items are
translated at historical rates. The statements of financial performance are
translated at a weighted average rate for the year. Exchange differences arising
on translation are taken directly to the foreign currency translation reserve.

The balance of the foreign currency translation reserve relating to a foreign
operation that is disposed of, or partially disposed of, is transferred to
retained earnings in the year of disposal.

(g)    Derivatives
The consolidated entity is exposed to changes in interest rates, foreign
exchange rates and commodity prices from its activities. The consolidated entity
uses the following derivative financial instruments to hedge these risks:
interest rate swaps and forward foreign exchange contracts. Derivative financial
instruments are not held for speculative purposes.

Hedges
Anticipated transactions
Where transactions are designated as a hedge of the purchase or sale of goods or
services, purchase of qualifying assets, or an interest transaction, gains and
losses on the hedge arising up to the date of the transaction, together with any
costs or gains arising at the time of entering into the hedge, are deferred and
included in the measurement of the transaction when it has occurred as
designated. Any gains or losses on the hedge transaction after that date are
included in the statement of financial performance.

The net amounts receivable or payable under open swaps and forward rate
agreements and the associated deferred gains or losses are not recorded in the
statement of financial position until the hedge transaction occurs. The net
receivables or payables are then revalued using the foreign currency and
interest rates current at reporting date. Refer to Note 22.

Other hedges
All other hedge transactions are initially recorded at the relevant rate at the
date of the transaction. Hedges outstanding at balance date are valued at the
rates ruling on that date and any gains or losses are brought to account in the
statement of financial performance. Costs or gains arising at the time of
entering into the hedge are deferred and amortised over the life of the hedge.

(h)    Borrowing costs
Borrowing costs include interest, amortisation of discounts or premiums relating
to borrowings and amortisation of ancillary costs incurred in connection with
arrangement of borrowings and finance lease charges. Borrowing costs are
expensed as incurred unless they relate to qualifying assets. Qualifying assets
are assets which take more than 12 months to get ready for their intended use or
sale. In these circumstances, borrowing costs are capitalised to the cost of the
asset. Where funds are borrowed specifically for the acquisition, construction
or production of a qualifying asset, the amount of borrowing costs capitalised
is those incurred in relation to that borrowing, net of any interest earned on
those borrowings. Where funds are borrowed generally, borrowing costs are
capitalised using a weighted average capitalisation rate.

(i)    Taxation - Note 6
Partnership
Income tax is not provided for in the financial statements of South Pacific
Tyres, as the partnership does not pay tax. The partners are taxable in their
individual capacities on their share of the net partnership income.

SPT Statutory Accounts 30/06/2001                                        Page 10

<PAGE>

Notes to the Financial Statements
--------------------------------------------------------------------------------

1.  Statement Of Significant Accounting Policies (continued)

(i)  Taxation - Note 6 (continued)
Controlled entities
The controlled entities adopt the income statement liability method of tax
effect accounting.

Income tax expense is calculated on operating profit adjusted for permanent
differences between taxable and accounting income. The tax effect of timing
differences, which arise from the items being brought to account in different
periods for income tax and accounting purposes, is carried forward in the
statement of financial position as a future income tax benefit or a provision
for deferred income tax.

Future income tax benefits are not brought to account unless realisation of the
asset is assured beyond reasonable doubt. Future income tax benefits relating to
tax losses are only brought to account when their realisation is virtually
certain. The tax effects of capital losses are not recorded unless realisation
is virtually certain.

(j)  Accounting for acquisitions
Acquired businesses are accounted for on the basis of the cost method. Fair
values are assigned at the date of acquisition to all the identifiable
underlying assets acquired and to the liabilities assumed. Specific assessment
is undertaken at the date of acquisition of any additional costs to be incurred.

Goodwill, representing the excess of the purchase consideration plus incidental
costs over the fair value of the identifiable net assets acquired on the
acquisition of the business, is amortised to the statement of financial
performance using the following criteria:

      Goodwill Acquired     Write-Off Period
      Up to $1.25m          Written off over 5 years in equal instalments, but
                            at a rate of not less than $250,000 pa
      $1.25m to $10m        Written off over 20 years on a straight line basis,
                            but at a rate of not less than $250,000 pa

The unamortised balance of goodwill is reviewed at least annually. Where the
balance exceeds the value of expected future benefits, the difference is charged
to the statement of financial performance.

Research and development costs
Research and development expenditure is expensed as incurred.

Subsequent additional costs
Costs incurred on assets subsequent to initial acquisition are capitalised when
it is probable that future economic benefits in excess of the originally
assessed performance of the asset will flow to the consolidated entity in future
years. Costs that do not meet the criteria for capitalisation are expensed as
incurred.

(k)  Revisions of accounting estimates
Revisions of accounting estimates are recognised prospectively in current and
future periods only.

(l)  Receivables - Note 8
The collectability of debts is assessed at balance date and specific provision
is made for any doubtful accounts.

Trade debtors
Trade debtors to be settled within agreed terms are carried at amounts due.

(m)  Inventories - Note 9
Inventories are carried at the lower of cost and net realisable value. Costs
include direct materials, direct labour, other direct variable costs and
allocated production overheads necessary to bring inventories to their present
location and condition, based on normal operating capacity of the production
facilities.

Manufacturing activities
The cost of manufacturing inventories and work-in-progress are assigned on a
first-in, first-out basis. Costs arising from exceptional wastage are expensed
as incurred.

SPT Statutory Accounts 30/06/2001                                        Page 11

<PAGE>

Notes to the Financial Statements
--------------------------------------------------------------------------------

1.   Statement Of Significant Accounting Policies (continued)

(m)    Inventories - Note 9 (continued)
Net realisable value
Net realisable value is determined on the basis of each inventory line's normal
selling pattern. Expenses of marketing, selling and distribution to customers
are estimated and are deducted to establish net realisable value.

(n)  Investments - Note 11
Investments in controlled entities are carried in the financial statements of
the partnership at the lower of cost and recoverable amount.

(o)  Leased assets
Leases under which the partnership or its controlled entities assume
substantially all the risks and benefits of ownership are classified as finance
leases. Other leases are classified as operating leases.

Finance leases
Finance leases are capitalised. A lease asset and a lease liability equal to the
present value of the minimum lease payments are recorded at the inception of the
lease. Lease liabilities are reduced by the repayments of principal. The
interest components of the lease payments are expensed. Contingent rentals are
expensed as incurred.

Operating leases
Payments made under operating leases are expensed on a straight line basis over
the term of the lease, except where an alternative basis is more representative
of the pattern of benefits to be derived from the leased property.

Also refer to Note 23.

(p)  Recoverable amount of non-current assets valued on cost basis
The carrying amount of non-current assets valued on the cost basis are reviewed
to determine whether they are in excess of their recoverable amount at balance
date. If the carrying amount of a non-current asset exceeds its recoverable
amount, the asset is written down to the lower amount. The write-down is
expensed in the reporting period in which it occurs.

Where a group of assets working together supports the generation of cash
inflows, recoverable amount is assessed in relation to that group of assets. In
assessing recoverable amount of non-current assets the relevant cash flows have
not been discounted to their present value, except where specifically stated.

(q)  Depreciation and amortisation
Complex assets
The components of major assets that have materially different useful lives, are
effectively accounted for as separate assets, and are separately depreciated.

Useful lives
All non-current assets have limited useful lives and are depreciated/amortised
using the straight line method over their estimated useful lives.

Assets are depreciated or amortised from the date of acquisition or, in respect
of internally constructed assets, from the time an asset is completed and held
ready for use.

Depreciation and amortisation rates and methods are reviewed annually for
appropriateness. When changes are made, adjustments are reflected prospectively
in current and future periods only. Depreciation and amortisation are expensed,
except to the extent that they are included in the carrying amount of another
asset as an allocation of production overheads.

The depreciation/amortisation rates used for each class of asset are as follows:

                                              2001            2000
[X]  Freehold buildings                       2.50%           2.50%
[X]  Leasehold buildings and improvements     2.5%-40%        2.5%-40%
[X]  Plant and equipment                      6.7%-33.33%     6.7%-33.33%
[X]  Leased plant and equipment               15%-20%         15%-20%

SPT Statutory Accounts 30/06/2001                                        Page 12

<PAGE>

Notes to the Financial Statements
--------------------------------------------------------------------------------

1.   Statement Of Significant Accounting Policies (continued)

(r)    Payables - Note 14
Liabilities are recognised for the amounts to be paid in the future for goods or
services received. Trade accounts payable are settled within agreed terms.

(s)  Interest bearing liabilities - Note 15
Bank loans are recognised at their principal amount, subject to set-off
arrangements. Interest expense is accrued at the contracted rate and included in
"Other creditors and accruals".

(t)  Employee entitlements
Wages, salaries, annual leave and sick leave
The provisions for employee entitlements to wages, salaries, annual leave and
sick leave represent present obligations resulting from employees' services
provided up to the balance date, calculated at undiscounted amounts based on
current wages and salary rates including related on-costs. Related on-costs are
recorded in trade creditors.

Long service leave
The provision for employee entitlements to long service leave represents the
present value of the estimated future cash outflows to be made resulting from
employees' services provided to reporting date.

The provision is calculated using the estimated future increases in wage and
salary rates including related on-costs and expected settlement dates based on
turnover history and is discounted using the rates attaching to national
government securities at balance date which most closely match the terms of
maturity of the related liabilities.

Superannuation plan
The partnership and other controlled entities contribute to various defined
benefit and accumulation superannuation plans. Contributions are charged against
income as they are made, as set out in Note 26.

(u)  Provisions
A provision is recognised when a legal or constructive obligation exists as a
result of a past event and it is probable that an outflow of economic benefits
will be required to settle the obligation.

If the effect is material, provisions are determined by discounting the expected
future cash flows at a pre-tax rate that reflects current market assessments of
the time value of money and the risks specific to the liability, except where
noted below.

Restructuring
Provisions for restructuring are only recognised when a detailed plan has been
approved and the restructuring has either commenced or been publicly announced.
Costs related to ongoing activities are not provided for.

Surplus leased premises
Provision is made for rentals payable on surplus leased premises when it is
determined that no substantive future benefit will be obtained by the
consolidated entity from its occupancy. This arises where premises are currently
leased under non-cancellable operating leases and either the premises are not
occupied, are being sub-leased for lower rentals than the consolidated entity
pays or there will be no substantive benefits beyond a known future date. Any
necessary provision is calculated on the basis of discounted net future cash
flows, using the interest rate implicit in the lease or an estimate thereof.

2.   Change in Accounting Policy

Revaluation of non-current assets
The standard requires each class of non-current asset to be measured on either
the cost or fair value basis. AASB 1041 does not apply to inventories, foreign
currency monetary assets, goodwill, investments accounted for using the equity
method, deferred tax assets and other assets measured at net market value where
the market value movements are recognised in the statement of financial
performance. The partnership has applied revised AASB 1041 as follows:

Freehold land and buildings
The partnership has adopted the deemed cost basis for measuring land and
buildings.

SPT Statutory Accounts 30/06/2001                                        Page 13

<PAGE>

Notes to the Financial Statements
--------------------------------------------------------------------------------

2.   Change in Accounting Policy (continued)

Other non-current assets
The partnership has continued to apply the cost basis for other applicable
non-current assets such as receivables, other financial assets and plant and
equipment.

3.   Revenue from ordinary activities

<TABLE>
<CAPTION>
                                                        Consolidated                                Partnership
                                              2001          2000           1999         2001            2000          1999
                                               $m            $m             $m           $m              $m            $m
------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>           <C>            <C>           <C>            <C>           <C>
Sale of goods revenue from operating
activities                                 774,668,166   871,392,335    889,212,814   483,486,879    501,900,862   538,954,897
Rendering of services revenue from
operating activities                        59,426,109    63,415,235     61,948,854             -              -             -
Other revenue from operating activities
Dividends:
   Associated entities                               -             -              -             -              -    26,220,000
   Other parties                                     -             -                            -              -
Interest:
   Controlled entities                               -             -                    4,141,000      2,943,654     2,425,866
   Associated entities                         969,471         4,433         29,477       969,471          4,433        29,477
   Other parties                               472,630        93,206        153,384       363,101         92,025       153,384
Revenues from outside operating
activities
   Gross proceeds from sale of
   non-current assets                       34,493,521     2,450,608      1,501,898    31,350,563      1,380,371       693,652
   Supply agreement consideration           25,000,000             -              -    25,000,000              -             -
   Insurance proceeds received                       -     1,843,775      4,300,000                    1,843,775     4,300,000
                                           -----------------------------------------------------------------------------------
Total other revenue                         60,935,622     4,392,022      5,984,759    61,824,135      6,264,258    33,822,379
                                           -----------------------------------------------------------------------------------
Total revenue from ordinary activities     895,029,897   939,199,592    957,146,427   545,311,014    508,165,120   572,777,276
                                           -----------------------------------------------------------------------------------
</TABLE>

4.   Profit from ordinary activities before income tax expense

<TABLE>
<CAPTION>
                                                      Consolidated                         Partnership
 ----------------------------------------------------------------------------------------------------------------
                                              2001         2000       1999         2001         2000      1999
                                               $            $          $m           $            $         $m
 ----------------------------------------------------------------------------------------------------------------
 <S>                                       <C>           <C>        <C>         <C>           <C>        <C>
 (a) Individually significant
 expenses/(revenues) included in profit
 from ordinary activities before income
 tax expense
 Closure of radial truck tyre factory       51,325,856           -         -     51,325,856           -         -
 Supply agreement consideration            (25,000,000)          -         -    (25,000,000)          -         -
 Overhead reduction programme                6,000,000           -         -      5,267,121           -         -
 GST Implementation costs                            -     906,342         -              -     906,342         -
                                           ----------------------------------------------------------------------
                                            32,325,856     906,342         -     31,592,977     906,342         -
                                           ----------------------------------------------------------------------
</TABLE>

SPT Statutory Accounts 30/06/2001                                        Page 14

<PAGE>

Notes to the Financial Statements
--------------------------------------------------------------------------------

4.   Profit from ordinary activities before income tax expense (continued)

<TABLE>
<CAPTION>
                                                              Consolidated                                Partnership
------------------------------------------------------------------------------------------------------------------------------------
                                                     2001         2000           1999          2001           2000          1999
                                                      $            $              $m            $              $             $m
------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>          <C>            <C>           <C>            <C>           <C>
(b) Profit from ordinary activities
before income tax expense has been
arrived at after charging/(crediting)
the following items
Cost of goods sold                                638,908,006  679,736,099    663,624,006   503,820,725    489,779,294   501,360,991
Depreciation of:
   Buildings                                          231,770      342,315        344,879       104,529        209,059       209,058
   Plant and Equipment                             33,609,742   36,248,232     33,391,059    24,194,389     26,669,353    24,159,981
                                                  ----------------------------------------------------------------------------------
                                                   33,841,512   36,590,547     33,735,938    24,298,918     26,878,412    24,369,039
                                                  ----------------------------------------------------------------------------------
Amortisation of:
   Leasehold land and buildings                     1,266,474    1,289,452      1,291,961     1,055,695      1,051,050     1,044,263
   Leased plant and equipment                               -      135,687        388,331             -              -             -
   Goodwill                                           916,281    1,322,848      1,120,120             -              -             -
   Capitalised interest                               575,094    1,150,188      1,150,188       575,094      1,150,188     1,150,188
                                                  ----------------------------------------------------------------------------------
                                                    2,757,849    3,898,175      3,950,600     1,630,789      2,201,238     2,194,451
                                                  ----------------------------------------------------------------------------------
Total depreciation and amortisation                36,599,361   40,488,722     37,686,538    25,929,707     29,079,650    26,563,490
                                                  ----------------------------------------------------------------------------------
Borrowing costs
   Associated Entities                              1,183,238       68,017         31,568     1,183,238         68,017        31,568
   Bank loans and overdrafts                       15,156,976   15,764,117     14,374,681    14,198,138     14,950,712    14,118,397
   Finance charges on capitalised leases                    -       15,916         71,059             -              -             -
                                                  ----------------------------------------------------------------------------------
Total borrowing costs                              16,340,214   15,848,050     14,477,308    15,381,376     15,018,729    14,149,965
                                                  ----------------------------------------------------------------------------------
Research and development expenditure
    Capitalised and written off                     2,771,437    2,400,000      2,400,000     2,771,437      2,400,000     2,400,000
Net bad and doubtful debts expense including
movements in provision for doubtful debts           3,577,421    2,250,489      1,427,188       162,752         90,000        28,732
Net expense for movements in provision
for:
    Employee entitlements                          26,369,314   27,385,170     25,565,689    14,579,703     15,908,352    14,153,677
    Rationalisation and restructuring costs         7,400,000            -              -     7,400,000              -             -
    Rebates, allowances and warranty claims        16,554,727    9,709,528     28,119,307             -              -             -
Net foreign exchange (gain)/loss:
    Borrowings                                         82,387       60,365        209,370        82,387         60,365       137,228
Net (gain)/loss on disposal of non-current
assets:
    Property plant & equipment                      4,151,257     (380,928)       565,291     4,583,063       (208,658)      199,509
Operating lease rental expense
    Minimum lease payments                         30,721,754   31,010,933     28,153,677     3,455,549      3,965,696     2,106,212
</TABLE>

5.   Auditors' Remuneration

<TABLE>
<CAPTION>
                                                              Consolidated                                Partnership
------------------------------------------------------------------------------------------------------------------------------------
                                                     2001         2000           1999          2001           2000          1999
                                                      $            $              $m            $              $             $m
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>          <C>            <C>           <C>            <C>          <C>
Audit Services
Auditors of the company - KPMG                        388,613      413,599        309,063       110,954        125,869      100,340
For other Services
Auditors of the company - KPMG                          9,988       16,249          9,517         8,000              -            -
</TABLE>

SPT Statutory Accounts 30/06/2001                                        Page 15

<PAGE>

Notes to the Financial Statements
--------------------------------------------------------------------------------

6.   Taxation

<TABLE>
<CAPTION>
                                                                                              Consolidated
                                                                                  2001            2000          1999
                                                                                   $               $             $
-------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>             <C>            <C>
(a) Income tax expense
Prima facie income tax expense/(benefit) calculated at 34% (2000: 36% 1999:
36%) on the profit/(loss) from ordinary activities                             (32,928,711)    (4,156,506)    14,201,237
Increase in income tax expense due to:
     Depreciation on buildings                                                      67,305         77,102         85,974
     Amortisation of goodwill                                                      311,536        476,225        403,243
     Sundry items                                                                  348,130        363,891        251,772
Decrease in income tax expense due to:
     Tax exempt dividends from foreign companies                                   (81,026)             -              -
     Effects of lower/higher rates of tax on overseas income                           168         28,087          5,387
     Tax at standard rate on partnership profits attributed to partners        (26,316,550)    (7,002,860)    11,732,322
     Tax rebate on dividends from investments                                                                 (9,439,200)
     Sundry items                                                                   17,000              -              -
Income tax expense/(benefit) on operating profit/(loss) before
individually significant income tax items                                       (5,821,332)     3,735,485              -
Individually significant income tax items:
Restatement of deferred tax balances due to change in company tax rate           1,020,693        392,281              -
                                                                              ------------------------------------------
                                                                                (4,800,639)     4,127,766     12,643,717
Add: Income tax under/(over) provided in prior year                                  7,599        (72,452)      (131,014)
                                                                              ------------------------------------------
Income tax expense/(benefit) attributable to operating profit                   (4,793,040)     4,055,314     12,512,703
                                                                              ------------------------------------------
Income tax expense/(benefit) attributable to operating profit is made up of:
Current income tax provision                                                    (4,673,630)     1,844,818     12,339,744
Under/(over) provision in prior year                                                 7,599        (72,452)      (131,014)
Changes in tax rates                                                             1,020,693        385,396              -
Future income tax benefit                                                       (1,147,702)     1,897,552        303,973
                                                                              ------------------------------------------
                                                                                (4,793,040)     4,055,314     12,512,703
                                                                              ------------------------------------------
(b) Current tax liabilities
Provision for current income tax
Movements during the year:
Balance at the beginning of year                                                   336,975      3,840,269     10,439,651
Other debtor tax receivable reclassified                                        (3,059,756)     3,059,756              -
Income tax (paid)/received                                                       1,960,747     (8,428,895)   (18,834,180)
Under provision in prior year                                                      659,116         21,027       (104,946)
Current year's income tax expense on operating profit                           (4,673,630)     1,844,818     12,339,744
Tax loss transferred to FITB                                                     4,943,644              -              -
                                                                              ------------------------------------------
                                                                                   167,096        336,975      3,840,269
                                                                              ==========================================
(c) Deferred assets
Future income tax benefit
Future income tax benefit comprises the estimated future benefit at the
applicable rate of 30% (2000 : 34%) on the following items:
Accumulated non-allowable provisions                                             4,534,967      3,173,605      5,320,555
Accumulated tax losses                                                           4,362,039              -              -
                                                                              ------------------------------------------
                                                                                 8,897,006      3,173,605      5,320,555
                                                                              ==========================================
</TABLE>

SPT Statutory Accounts 30/06/2001                                        Page 16

<PAGE>

Notes to the Financial Statements
--------------------------------------------------------------------------------

7.     Cash assets
<TABLE>
<CAPTION>
                                                                  Consolidated                Partnership
                                                               2001          2000          2001          2000
                                                                 $            $             $             $
-----------------------------------------------------------------------------------------------------------------
<S>                                                         <C>          <C>           <C>           <C>
 Cash                                                          9,531,203   13,764,042         7,000         7,895
 Bank short term deposits, maturing daily and paying
 interest at a weighted average interest rate of 5.3%
 (2000 : 5.6% )                                                9,500,000    3,000,000     9,500,000     3,000,000
                                                            -----------------------------------------------------
                                                              19,031,203   16,764,042     9,507,000     3,007,895
                                                            =====================================================
</TABLE>

8.     Receivables

<TABLE>
<S>                                                         <C>          <C>           <C>           <C>
 Current
 Trade debtors                                               144,342,429  151,167,149    32,347,783    28,500,169
 Less : Provision for doubtful trade debtors                   2,978,136    2,044,584         7,248       104,354
 Less : Provision for rebates, allowances and warranty
 claims                                                        6,236,155    6,844,271             -             -
                                                            -----------------------------------------------------
                                                             135,128,138  142,278,294    32,340,535    28,395,815

 Amounts owing by controlled entities                                  -            -   121,569,174   125,281,585
 Other debtors                                                 9,729,633   12,256,307     7,437,719     7,727,198
                                                            -----------------------------------------------------
                                                             144,857,771  154,534,601   161,347,428   161,404,598
 Non-current
 Other receivables from controlled entities and owners        29,091,771    3,028,266    56,622,712    30,834,307
                                                            -----------------------------------------------------
                                                             173,949,542  157,562,867   217,970,140   192,238,905
                                                            =====================================================
</TABLE>
Other receivable amounts generally arise from transactions outside the usual
operating activity of the consolidated entity.

9.     Inventories

<TABLE>
<S>                                                         <C>          <C>           <C>           <C>
 Current
 Raw materials and stores at cost                              8,586,621   11,169,258     7,171,153     9,442,092
 Less : Provision for stock obsolescence                         687,974            -       687,974             -
                                                            -----------------------------------------------------
 Raw materials and stores                                      7,898,647   11,169,258     6,483,179     9,442,092
                                                            -----------------------------------------------------
 Work in progress at cost                                     10,049,660   12,190,619    10,036,443    12,171,274
 Less : Provision for stock obsolescence                               -      376,870             -       376,870
                                                            -----------------------------------------------------
 Work in progress                                             10,049,660   11,813,749    10,036,443    11,794,404
                                                            -----------------------------------------------------
 Finished goods at cost                                      146,653,991  133,186,303   110,174,879   100,526,263
 Less : Provision for stock obsolescence                       3,148,426      831,246     3,000,000       416,038
                                                            -----------------------------------------------------
 Finished goods                                              143,505,565  132,355,057   107,174,879   100,110,225
                                                            -----------------------------------------------------
 Other stocks at cost                                          6,482,468    8,608,902     6,385,272     8,153,270
 Less : Provision for stock obsolescence                         689,807      436,881       686,807       399,681
                                                            -----------------------------------------------------
 Other stocks                                                  5,792,661    8,172,021     5,698,465     7,753,589
                                                            -----------------------------------------------------
                                                             167,246,533  163,510,085   129,392,966   129,100,310
                                                            =====================================================
</TABLE>

10.    Other current assets

<TABLE>
<S>                                                         <C>          <C>           <C>           <C>
 Prepayments                                                   2,521,577    7,481,840       147,388     1,177,275
                                                            =====================================================
</TABLE>

11.    Other financial assets

<TABLE>
<S>                                                         <C>          <C>           <C>           <C>
Non-current
Investments in controlled entities
Unlisted shares at cost                                                -            -    21,496,245    21,496,245
                                                            -----------------------------------------------------
                                                                       -            -    21,496,245    21,496,245
                                                            =====================================================
</TABLE>

SPT Statutory Accounts 30/06/2001                                       Page 17

<PAGE>

Notes to the Financial Statements
--------------------------------------------------------------------------------

12. Property, plant and equipment

<TABLE>
<CAPTION>
                                                                  Consolidated                Partnership
                                                               2001          2000          2001          2000
                                                                 $            $             $             $
-----------------------------------------------------------------------------------------------------------------
<S>                                                         <C>          <C>           <C>           <C>
 Freehold land
         At cost                                               3,350,000            -       609,000             -
         Independent valuation 1997                                    -    4,580,000             -       609,000
                                                            -----------------------------------------------------
                                                               3,350,000    4,580,000       609,000       609,000
                                                            -----------------------------------------------------
 Freehold buildings
         At cost                                              12,644,461      283,554     8,362,347           615
         Accumulated depreciation                             (1,105,417)     (11,120)     (627,168)           30
                                                            -----------------------------------------------------
                                                              11,539,044      272,434     7,735,179           585
                                                            -----------------------------------------------------
         Independent valuation 1997                                    -   13,518,015             -     8,361,732
         Accumulated depreciation                                      -     (976,231)            -      (522,609)
                                                            -----------------------------------------------------
                                                                       -   12,541,784             -     7,839,123
                                                            -----------------------------------------------------
                                                              11,539,044   12,814,218     7,735,179     7,839,708
                                                            -----------------------------------------------------
 Leasehold land and buildings
         At cost                                              57,359,594    4,126,604    54,525,141     1,183,044
         Accumulated depreciation                             (5,634,349)  (2,033,238)   (3,665,593)      (47,729)
                                                            -----------------------------------------------------
                                                              51,725,245    2,093,366    50,859,548     1,135,315
                                                            -----------------------------------------------------
         Independent valuation 1997                                    -   53,185,698             -    53,185,698
         Accumulated depreciation                                          (2,562,169)            -    (2,562,169)
                                                            -----------------------------------------------------
                                                                       -   50,623,529             -    50,623,529
                                                            -----------------------------------------------------
                                                              51,725,245   52,716,895    50,859,548    51,758,844
                                                            -----------------------------------------------------
 Plant and equipment
         At cost                                             400,274,271  478,297,045   286,379,746   365,525,644
         Accumulated depreciation                           (248,977,499)(274,629,749) (170,595,183) (201,970,151)
                                                            -----------------------------------------------------
                                                             151,296,772  203,667,296   115,784,563   163,555,493
                                                            -----------------------------------------------------
 Buildings and plant under construction
         At cost                                              14,837,434   17,803,033    13,456,677    14,984,959
                                                            -----------------------------------------------------
 Total property, plant and equipment net book value          232,748,495  291,581,442   188,444,967   238,748,004
                                                            =====================================================
 Reconciliations
 Reconciliations of the carrying amounts for each class of property,
 plant and equipment are set out below:
 Freehold land
 Carrying amount at the beginning of year                      4,580,000    4,580,000       609,000       609,000
 Additions                                                             -            -             -             -
 Disposals                                                    (1,230,000)           -             -             -
                                                            -----------------------------------------------------
 Carrying amount at the end of year                            3,350,000    4,580,000       609,000       609,000
                                                            -----------------------------------------------------
 Buildings

 Carrying amount at the beginning of year                     12,814,218   12,957,752     7,839,708     8,048,767
 Currency conversion                                            (125,248)     123,058             -             -
 Additions                                                        25,621       41,599             -             -
 Transfer from capital works in progress                          28,895       34,124             -             -
 Transfer from related companies/divisions                          (341)           -             -             -
 Disposals                                                      (972,331)           -             -             -
 Depreciation                                                   (231,770)    (342,315)     (104,529)     (209,059)
                                                            -----------------------------------------------------
 Carrying amount at the end of year                           11,539,044   12,814,218     7,735,179     7,839,708
                                                            -----------------------------------------------------
 Leasehold land and buildings

 Carrying amount at the beginning of year                     52,716,895   53,832,087    51,758,844    52,695,013
 Additions                                                             -            -             -             -
 Transfer from capital works in progress                         302,772      188,809       156,399       114,881
 Disposals                                                       (27,948)     (14,549)            -             -
 Depreciation                                                 (1,266,474)  (1,289,452)   (1,055,695)   (1,051,050)
                                                            -----------------------------------------------------
 Carrying amount at the end of year                           51,725,245   52,716,895    50,859,548    51,758,844
                                                            -----------------------------------------------------
</TABLE>

SPT Statutory Accounts 30/06/2001                                       Page 18

<PAGE>

Notes to the Financial Statements
--------------------------------------------------------------------------------

12.    Property, plant and equipment (continued)

<TABLE>
<CAPTION>
                                                                  Consolidated                Partnership
                                                               2001          2000          2001          2000
                                                                 $            $             $             $
-----------------------------------------------------------------------------------------------------------------
<S>                                                         <C>          <C>           <C>           <C>
 Plant and equipment
 Carrying amount at the beginning of year                    203,667,295  208,653,030   163,555,493   167,905,481
 Currency conversion                                             (42,312)      43,960             -             -
 Acquired businesses/subsidiaries                                      -      483,835             -             -
 Additions                                                        76,744      148,930             -             -
 Transfer from leased to fixed assets                                  -      100,655             -             -
 Transfer from capital works in progress                      18,193,833   33,690,436    12,962,920    25,105,106
 Transfer from related companies/divisions                           547            -       (30,741)     (463,840)
 Disposals                                                   (36,414,499)  (2,055,130)  (35,933,626)   (1,171,713)
 Amortisation of capitalised interest                           (575,094)  (1,150,188)     (575,094)   (1,150,188)
 Depreciation                                                (33,609,742) (36,248,232)  (24,194,389)  (26,669,353)
                                                            -----------------------------------------------------
 Carrying amount at the end of year                          151,296,772  203,667,296   115,784,563   163,555,493
                                                            -----------------------------------------------------
 Capital works in progress
 Carrying amount at the beginning of year                     17,803,033   26,931,518    14,984,959    23,000,419
 Additions                                                    15,559,901   24,784,884    11,591,038    17,204,527
 Transfer to property, plant and equipment                   (18,525,500) (33,913,369)  (13,119,320)  (25,219,987)
                                                            -----------------------------------------------------
 Carrying amount at the end of year                           14,837,434   17,803,033    13,456,677    14,984,959
                                                            -----------------------------------------------------
</TABLE>

13.    Intangibles

<TABLE>
<S>                                                         <C>          <C>           <C>           <C>
 Goodwill - at cost                                            7,546,103    7,421,324             -             -
 Accumulated amortisation                                     (2,078,779)  (1,099,996)            -             -
                                                            -----------------------------------------------------
                                                               5,467,324    6,321,328             -             -
                                                            =====================================================
</TABLE>

14.    Payables

<TABLE>
<S>                                                         <C>          <C>           <C>           <C>
 Current
 Trade creditors                                             144,000,065  141,618,505   102,296,485    94,304,965
 Other creditors                                                 136,276      340,110         8,696       224,632
                                                            -----------------------------------------------------
                                                             144,136,341  141,958,615   102,305,181    94,529,597
 Non-current
 Trade creditors                                                 936,640    1,112,817       542,766       701,323
 Other creditors                                              25,870,616       21,986    25,870,616        21,986
                                                            -----------------------------------------------------
                                                              26,807,256    1,134,803    26,413,382       723,309
                                                            -----------------------------------------------------
                                                             170,943,597  143,093,418   128,718,563    95,252,906
                                                            =====================================================
</TABLE>

SPT Statutory Accounts 30/06/2001                                       Page 19

<PAGE>

Notes to the Financial Statements
--------------------------------------------------------------------------------

15.    Interest bearing liabilities

<TABLE>
<CAPTION>
                                                                  Consolidated                Partnership
                                                               2001          2000          2001          2000
                                                                 $            $             $             $
-----------------------------------------------------------------------------------------------------------------
<S>                                                         <C>          <C>           <C>           <C>
 Current
 Bank overdrafts - unsecured                                   4,860,501    6,932,945     2,496,277     5,115,583
 Bank loans repayable in A$ - unsecured                       50,000,000   80,000,000    50,000,000    80,000,000
 Bills of exchange - unsecured                                89,756,120  160,093,457    84,756,120   154,593,457
 Other loans repayable in A$ - unsecured                               -    3,025,758             -             -
                                                            -----------------------------------------------------
                                                             144,616,621  250,052,160   137,252,397   239,709,040
                                                            -----------------------------------------------------
 Financing arrangements
 The consolidated entity has access to the following lines
 of credit:
 Total facilities available:
 Bank overdrafts                                               8,421,909    8,331,253     5,000,000     5,000,000
 Commercial Bills                                             90,500,000  160,500,000    85,000,000   155,000,000
 Bank loans                                                   50,000,000   80,000,000    50,000,000    80,000,000
 Money market line                                            11,137,527   20,000,000    10,000,000    20,000,000
                                                            -----------------------------------------------------
                                                             160,059,436  268,831,253   150,000,000   260,000,000
                                                            -----------------------------------------------------
 Facilities utilised at balance date:
 Bank overdrafts                                               2,332,579   (1,373,968)     (237,869)   (2,913,291)
 Commercial bills                                             90,000,000  160,500,000    85,000,000   155,000,000
 Bank loans                                                   50,000,000   80,000,000    50,000,000    80,000,000
 Money market line                                            (9,021,360)  (3,000,000)   (9,500,000)   (3,000,000)
                                                            -----------------------------------------------------
                                                             133,311,219  236,126,032   125,262,131   229,086,709
                                                            -----------------------------------------------------
 Facilities not utilised at balance date:
 Bank overdrafts                                               6,089,330    9,705,221     5,237,869     7,913,291
 Commercial bills                                                500,000            -             -             -
 Bank loans                                                            -            -             -             -
 Money market line                                            20,158,887   23,000,000    19,500,000    23,000,000
                                                            -----------------------------------------------------
                                                              26,748,217   32,705,221    24,737,869    30,913,291
                                                            -----------------------------------------------------
</TABLE>

Interest on bank overdrafts is charged at prevailing market rates. The effective
interest rates for all overdrafts as at 30 June 2001 is 8.75% (2000: 7.75%). All
bank loans are denominated in Australian dollars. The bank loans amount in
current liabilities comprises the portion of the consolidated entity's bank loan
payable within one year The effective interest rate on commercial bills and bank
loans is 5.58% (2000: 6.27%).

16.    Provisions

<TABLE>
<CAPTION>
                                                                  Consolidated                Partnership
                                                               2001          2000          2001          2000
                                                                 $            $             $             $
-----------------------------------------------------------------------------------------------------------------
<S>                                                         <C>          <C>           <C>           <C>
 Current
 Employee entitlements                                        43,855,274   39,225,142    29,550,117    25,048,134
 Rationalisation and restructuring                             6,846,979            -     6,846,979             -
                                                            -----------------------------------------------------
                                                              50,702,253   39,225,142    36,397,096    25,048,134
                                                            =====================================================
 Non-current
 Employee entitlements                                         8,561,903    9,999,996     4,946,604     6,388,028
                                                            -----------------------------------------------------
                                                               8,561,903    9,999,996     4,946,604     6,388,028
                                                            =====================================================
 Number of employees                                               4,323        4,975         1,565         2,124
</TABLE>

SPT Statutory Accounts 30/06/2001                                    Page 20

<PAGE>

Notes to the Financial Statements
--------------------------------------------------------------------------------

17.    Amounts payable/receivable in foreign currencies

<TABLE>
<CAPTION>
                                                                  Consolidated                Partnership
                                                               2001          2000          2001          2000
                                                                 $            $             $             $
-----------------------------------------------------------------------------------------------------------------
<S>                                                         <C>          <C>           <C>           <C>
 The Australian dollar equivalents of unhedged amounts
 payable or receivable in foreign currencies, calculated
 at year-end exchange rates, are as follows:
 United states dollars
 Amounts payable :
 Current                                                       2,922,742    3,752,339     2,709,191     3,752,339
 Deutsche marks
 Amounts payable :
 Current                                                          69,881            -        69,881             -
 Euro dollar
 Amounts payable :
 Current                                                       1,230,277      321,507     1,230,277       321,507
                                                            -----------------------------------------------------
 Total                                                         4,222,900    4,073,846     4,009,349     4,073,846
                                                            =====================================================
</TABLE>

18.    Contributed equity

<TABLE>
<S>                                                         <C>          <C>           <C>           <C>
 Goodyear Tyres Pty Ltd
 ----------------------
 Contributed equity at the beginning of year                 100,000,000  100,000,000   100,000,000   100,000,000
 Additional contributed equity                                58,837,569            -    58,837,569             -
                                                            -----------------------------------------------------
 Contributed equity at the end of year                       158,837,569  100,000,000   158,837,569   100,000,000
                                                            =====================================================
 Pacific Dunlop Tyres Pty Ltd
 ----------------------------
 Contributed equity at the beginning of year                 100,000,000  100,000,000   100,000,000   100,000,000
 Additional contributed equity                                58,837,568            -    58,837,568             -
                                                            -----------------------------------------------------
 Contributed equity at the end of year                       158,837,568  100,000,000   158,837,568   100,000,000
                                                            -----------------------------------------------------
                                                             317,675,137  200,000,000   317,675,137   200,000,000
                                                            =====================================================
</TABLE>

19.    Reserves

<TABLE>
<S>                                                         <C>          <C>           <C>           <C>
 Asset revaluation                                            12,561,891   12,420,308    11,409,810    11,409,810
 Foreign currency translation                                 (3,341,868)  (2,956,331)            -             -
                                                            -----------------------------------------------------
                                                               9,220,023    9,463,977    11,409,810    11,409,810
                                                            =====================================================
 Movements during the year
 Asset revaluation reserve
 Balance at the beginning of year                             12,420,308   12,420,308    11,409,810    11,409,810
 Transferred to retained profits                                 141,583            -             -             -
                                                            -----------------------------------------------------
 Balance at the end of year                                   12,561,891   12,420,308    11,409,810    11,409,810
                                                            -----------------------------------------------------
 Foreign currency translation reserve
 Balance at the beginning of year                             (2,956,331)  (2,568,182)            -             -
 Translation adjustment on assets and liabilities held in
 foreign currencies                                             (385,537)    (388,149)            -             -
                                                            -----------------------------------------------------
 Balance at the end of year                                   (3,341,868)  (2,956,331)            -             -
                                                            -----------------------------------------------------
 Nature and purpose of reserves
</TABLE>

 Asset revaluation
 The asset revaluation reserve includes the net revaluation increments and
 decrements arising from the revaluation of non-current assets.
 Foreign currency reserve
 The foreign currency translation reserve records the foreign currency
 differences arising from the translation of self-sustaining foreign operations,
 the translation of transactions that hedge the Entity's net investment in a
 foreign operation or the translation of foreign currency monetary items forming
 part of the net investment in a self-sustaining operation. Refer to accounting
 policy Note 1(f).

SPT Statutory Accounts 30/06/2001                                        Page 21

<PAGE>

Notes to the Financial Statements
--------------------------------------------------------------------------------

20.    Retained profits/(accumulated losses)

<TABLE>
<CAPTION>
                                                                  Consolidated                Partnership
                                                               2001          2000          2001          2000
                                                                 $            $             $             $
-----------------------------------------------------------------------------------------------------------------
<S>                                                         <C>          <C>           <C>           <C>
 Goodyear Tyres Pty Ltd
 ----------------------
 Retained profits/(accumulated losses) at the beginning of
 year                                                         (3,696,211)   7,761,523     3,478,764    16,842,958
 Net profit/(loss) attributable to partners                  (46,028,197)  (7,819,734)  (38,700,808)   (9,726,194)
 Amounts transferred from reserves                               (70,792)           -             -             -
 Distribution of profits to partners                                   -   (3,638,000)            -    (3,638,000)
                                                            -----------------------------------------------------
 Retained profits/(accumulated losses) at the end of year    (49,795,200)  (3,696,211)  (35,222,044)    3,478,764
                                                            -----------------------------------------------------
 Pacific Dunlop Tyres Pty Ltd
 ----------------------------
 Retained profits/(accumulated losses) at the beginning of
 year                                                         (2,693,027)   8,764,707     4,481,952    17,846,147
 Net profit/(loss) attributable to partners                  (46,028,197)  (7,819,734)  (38,700,809)   (9,726,195)
 Amounts transferred from reserves                               (70,791)           -             -             -
 Distribution of profits to partners                                   -   (3,638,000)            -    (3,638,000)
                                                            -----------------------------------------------------
 Retained profits/(accumulated losses) at the end of year    (48,792,015)  (2,693,027)  (34,218,857)    4,481,952
                                                            -----------------------------------------------------
                                                             (98,587,215)  (6,389,238)  (69,440,901)    7,960,716
                                                            =====================================================
</TABLE>

21.    Outside equity interest
<TABLE>
<CAPTION>
                                                                                      Consolidated
                                                                             2001          2000          1999
                                                                              $             $             $
----------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>           <C>           <C>
 Outside equity interest in controlled entities comprise:
 Interest in retained profits at the beginning of the financial year
 after adjusting for outside equity interests in entities                   1,065,255     1,026,952     1,019,607
 Interest in operating profit after income tax                                    285        38,303         7,345
 Interest in dividends provided for or paid                                   (30,990)            -             -
                                                                          ---------------------------------------
 Interest in retained profits at the end of the financial year              1,034,550     1,065,255     1,026,952

 Interest in share capital                                                     95,458        95,458        95,458
 Interest in reserves                                                        (644,320)     (547,934)     (644,971)
                                                                          ---------------------------------------
 Total outside equity interest                                                485,688       612,779       477,439
                                                                          =======================================
</TABLE>

22.    Additional financial instruments disclosure

(a)    Interest rate risk

The consolidated entity enters into interest rate swaps to manage cash flow
risks associated with the floating interest rates on borrowings.

Interest rate swaps and forward rate agreements
Interest rate swaps allow the consolidated entity to swap floating rate
borrowings into fixed rates. Maturities of swap contracts are principally
between one to five years.

Each contract involves quarterly payment or receipt of the net amount of
interest. At 30 June 2001 the fixed rates varied from 5.5% to 7.2% (2000: 7.2%
to 7.3%) and floating rates were at bank bill rates plus the consolidated
entity's credit margin. The weighted average effective floating interest rate at
30 June 2001 was 6.3% (2000: 5.9%).

SPT Statutory Accounts 30/06/2001                                        Page 22

<PAGE>

Notes to the Financial Statements
--------------------------------------------------------------------------------

22.    Additional financial instruments disclosure (continued)

Interest rate risk exposures

The consolidated entity's exposure to interest rate risk and the effective
weighted average interest rate for classes of financial assets and financial
liabilities is set out below:

<TABLE>
<CAPTION>
                                                                    Fixed interest maturity in:
                                    Weighted
                                    Average      Floating                       Over        More          Non-
                                    Interest     interest        1 year       1 year to    than 5      interest
            2001              Note    Rate         rate         or less        5 years     years        bearing        Total
------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>    <C>         <C>           <C>          <C>            <C>       <C>          <C>
 Financial assets
 ----------------
 Cash                            7   5.30%       18,919,043                                              112,160    19,031,203
 Receivables                     8      -                                                            173,949,542   173,949,542
                                                ------------------------------------------------------------------------------
                                                 18,919,043                                          174,061,702   192,980,745
                                                ------------------------------------------------------------------------------
 Financial liabilities
 ---------------------
 Bank overdrafts and loans      15   5.80%      144,616,621                                                        144,616,621
 Accounts payable               14                        -                                          177,020,174   177,020,174
 Employee entitlements          16   3.00%                    43,855,274    5,435,984    3,125,919                  52,417,177
                                                ------------------------------------------------------------------------------
                                                144,616,621   43,855,274    5,435,984    3,125,919   177,020,174   374,053,972
                                                ------------------------------------------------------------------------------
 Interest rate swaps                            (40,000,000)  20,000,000   20,000,000

             2000
------------------------------------------------------------------------------------------------------------------------------
 Financial assets
 ----------------
 Cash                            7   5.60%       16,647,959                                              116,083    16,764,042
 Receivables                     8      -                                                            157,562,867   157,562,867
                                                ------------------------------------------------------------------------------
                                                 16,647,959            -            -            -   157,678,950   174,326,909
                                                ------------------------------------------------------------------------------
 Financial liabilities
 ---------------------
 Bank overdrafts and loans      15   6.40%      247,026,402                                            3,025,758   250,052,160
 Accounts payable               14      -                                                            143,093,418   143,093,418
 Employee entitlements          16   3.00%                    39,255,142    5,593,163    4,406,833                  49,255,138
                                                ------------------------------------------------------------------------------
                                                247,026,402   39,255,142    5,593,163    4,406,833   146,119,176   442,400,716
                                                ------------------------------------------------------------------------------
 Interest rate swaps                            (40,000,000)  20,000,000   20,000,000
                                                ------------------------------------------------------------------------------
</TABLE>


(b)    Foreign Exchange Risk
The consolidated entity enters into forward foreign exchange contracts to hedge
foreign currency purchases expected in each month within the following six
months within Board approval limits. The amount of anticipated future purchases
and sales are forecast in light of current conditions in foreign markets,
commitments from customers and experience.


SPT Statutory Accounts 30/06/2001                                        Page 23

<PAGE>

Notes to the Financial Statements
--------------------------------------------------------------------------------

22.    Additional financial instruments disclosure (continued)
The following table sets out the gross value to be received under foreign
currency contracts, the weighted average contracted exchange rate and the
settlement periods of outstanding contracts for the consolidated entity

<TABLE>
<CAPTION>
                                                                        2001        2000       2001       2000
                                                                          Average rate          $          $
                                                                     ---------------------------------------------
<S>                                                                    <C>        <C>      <C>        <C>
Buy US Dollars
--------------
Not later than one year                                                  0.51        0.60   11,865,049 10,828,075
Later than one year but not later than two years                                                    -
Later than two years but not later than three years                                                 -
                                                                                            ----------------------
                                                                                            11,865,049  10,828,075
                                                                                            ----------------------
Buy EURO dollars
----------------
Not later than one year                                                  0.60        0.63    4,444,162     577,373
Later than one year but not later than two years                                                     -           -
Later than two years but not later than three years                                                  -           -
                                                                                            ----------------------
                                                                                             4,444,162     577,373
                                                                                          ----------------------
Buy Japanese yen
----------------
Not later than one year                                                 62.42       61.75      551,735     266,265
Later than one year but not later than two years                                                     -           -
Later than two years but not later than three years                                                  -           -
                                                                                            ----------------------
                                                                                               551,735     266,265
                                                                                            ----------------------
Buy English pound
-----------------
Not later than one year                                                  0.36        -         164,002           -
Later than one year but not later than two years                                                     -           -
Later than two years but not later than three years                                                  -           -
                                                                                            ----------------------
                                                                                               164,002           -
                                                                                            ----------------------
</TABLE>

As these contracts are hedging anticipated purchases, any unrealised gains and
losses on the contracts, together with the costs of the contracts, will be
deferred and then recognised in the financial statements at the time the
underlying transaction occurs as designated. The gross deferred gains and losses
on hedges of anticipated foreign currency purchases are:

<TABLE>
<CAPTION>
                                                                                     Consolidated
                                                                              2001                  2000
                                                                        Gains      Losses     Gains      Losses
                                                                          $          $          $          $
<S>                                                                    <C>         <C>         <C>        <C>
Not later than one year                                                130,010           -          -     30,986
Later than one year but not later than two years                             -           -          -          -
Later than two years but not later than three years                          -           -          -          -
</TABLE>

When the underlying transaction has occurred as designated, the effect of the
hedge has been recognised in the financial statements.

(c)    Commodity price risk
The consolidated entity enters into futures contracts to hedge (or hedge a
proportion of ) commodity purchase prices on anticipated specific purchase
commitments of natural rubber. The terms of these contracts are rarely more than
one year. There were no contracts outstanding at year end (2000: $982,528).

As these contracts are hedging anticipated future purchases, any unrealised
gains and losses on the contracts, together with the costs of the contracts,
will be recognised in the measurement of the underlying purchase commitment. The
net unrecognised loss on hedges of anticipated future commodity purchase
contracts as at 30 June 2001 was $Nil (2000: $193,646)


SPT Statutory Accounts 30/06/2001                                        Page 24

<PAGE>

Notes to the Financial Statements
--------------------------------------------------------------------------------

22.    Additional financial instruments disclosure (continued)

(d)    Credit risk exposures
Credit risk represents the loss that would be recognised if counterparts failed
to perform as contracted.

Recognised Financial Instruments
The credit risk on financial assets, excluding investments, of the consolidated
entity which have been recognised on the statement of financial position, is the
carrying amount, net of any provision for doubtful debts.

The consolidated entity minimises concentrations of credit risk by undertaking
transactions with a large number of customers and counterparties in various
countries.

The consolidated entity is not materially exposed to any individual overseas
country or individual customer. Concentrations of credit risk on trade debtors
and term debtors due from customers are the motor vehicle and transport
industries.

Unrecognised Financial Instruments
Credit risk on derivative contracts which have not been recognised on the
statement of financial position is minimised as counterparts are recognised
financial intermediaries with acceptable credit ratings determined by a
recognised rating agency.

Interest rate swaps and foreign exchange contracts are subject to credit risk in
relation to the relevant counterparties, which are principally large banks. The
maximum credit risk exposure on foreign currency contracts is the full amount
the consolidated entity pays when settlement occurs, should the counterparty
fail to pay the amount which it is committed to pay the consolidated entity as
is disclosed at Note 22(b).

As all future contracts are transacted through a recognised futures exchange,
there is no credit risk associated with these contracts.

(e)    Net fair values of financial assets and liabilities
Valuation approach
Net fair value of financial assets and liabilities are determined by the
consolidated entity on the following basis:

Recognised Financial Instruments
The carrying amounts of bank term deposits, trade debtors, other debtors, bank
overdrafts, accounts payable, bank loans and employee entitlements approximate
net fair value.

Unrecognised Financial Instruments
The valuation of financial instruments not recognised on the statement of
financial position detailed in this note reflects the estimated amounts which
the consolidated entity expects to pay or receive to terminate the contracts
(net of transaction costs) or replace the contracts at their current market
rates as at reporting date. This is based on independent market quotations and
determined using standard valuation techniques.


SPT Statutory Accounts 30/06/2001                                        Page 25

<PAGE>

Notes to the Financial Statements
--------------------------------------------------------------------------------

22.    Additional financial instruments disclosure (continued)

Net fair values
Recognised Financial Instruments
The carrying amounts and net fair values of financial assets and financial
liabilities as at the reporting date are as follows:

<TABLE>
<CAPTION>
                                                                                Consolidated
                                                                      2001                        2000
                                                             Carrying      Net fair      Carrying     Net fair
                                                              amount         value        amount        value
                                                                 $             $            $             $
------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>           <C>           <C>          <C>
Financial assets
Cash assets                                                  19,031,203    19,031,203    16,764,042   16,764,042
Receivables                                                 173,949,542   173,949,542   157,562,867  157,562,867
Financial liabilities
Payables                                                    177,020,174   177,020,174   143,093,418  143,093,418
Bank overdrafts and loans                                   144,616,621   144,616,621   250,052,160  250,052,160
Employee entitlements                                        52,417,177    52,417,177    49,225,138   49,225,138
</TABLE>

Unrecognised Financial Instruments
The net fair value of financial instruments not recognised on the statement of
financial position held at the reporting date are:

<TABLE>
<CAPTION>
                                                          2001         2000
                                                           $             $
------------------------------------------------------------------------------
<S>                                                     <C>            <C>
Forward foreign exchange contracts gains/(losses)       130,010        (30,986)
Futures commodity contracts                                   -       (193,646)
                                                       -----------------------
                                                        130,010       (224,632)
                                                       -----------------------
</TABLE>

23.    COMMITMENTS

<TABLE>
<CAPTION>
                                                                   Consolidated                Partnership
                                                                2001          2000          2001          2000
                                                                  $            $             $             $
------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>           <C>               <C>          <C>
Capital  expenditure commitments
Plant
Contracted but not provided for and payable within one
year                                                           3,443,409     2,924,713     3,443,409     2,924,713
                                                            ------------------------------------------------------
                                                               3,443,409     2,924,713     3,443,409     2,924,713
                                                            ======================================================
Lease commitments

Operating lease expense commitments

         Future operating lease commitments not provided
         for in the financial statements and payable:
         Within one year                                      24,943,656    23,145,222        45,803       277,940
         One year or later and no later than five years       52,461,006    45,346,408             -        20,995
         Later than 5 years                                   11,994,208    10,091,396             -             -
                                                            ------------------------------------------------------
                                                              89,398,870    78,583,026        45,803       298,935
                                                            ======================================================
</TABLE>

South Pacific Tyres leases property under non-cancellable operating leases
expiring from one to ten years. Leases generally provide the company with a
right of renewal at which time all terms are renegotiated. Lease payments
comprise a base amount plus an incremental contingent rental. Contingent rentals
are based on either movements in the Consumer Price Index or operating criteria.

SPT Statutory Accounts 30/06/2001                                        Page 26

<PAGE>

Notes to the Financial Statements
--------------------------------------------------------------------------------

24.    Contingent liabilities
There were no contingent liabilities as at 30 June 2001 and 30 June 2000

25.    Related party transactions
The partnership from time to time has dealings with Pacific Dunlop Limited Group
Companies and Goodyear Tire & Rubber Co. Group Companies.

Under the partnership agreement, South Pacific Tyres leases certain properties
from Pacific Dunlop Limited and Goodyear Australia Limited (a wholly owned
subsidiary of Goodyear Tire & Rubber Co.) on the basis of equitable rentals
between the partners.

The amounts of these transactions are detailed below:

                                                             Consolidated
                                                          2001         2000
Lease Payments                                             $             $
------------------------------------------------------------------------------
Pacific Dunlop Limited Group Companies                   238,094       259,976
Goodyear Tire & Rubber Co. Group Companies                82,254        89,814

On 20/12/2000, the partnership sold fixed assets to Goodyear and the proceeds
from the sale of $31.3m are payable in two years from the date of sale. Interest
on the outstanding amount is charged at market rate and is payable quarterly in
arrears.

On 29/12/2000, the partnership entered into a supply agreement whereby Goodyear
will be (subject to certain conditions) the exclusive supplier of certain tyres
for a period of ten years commencing 01/01/2001. The partnership will receive
$25.0m plus interest in consideration for this exclusivity of supply. The
amount, although not receivable until 01/01/2003, has been recognised as
indirect revenue in the current year.

On 20/12/2000, the partnership received a loan of $56.3m from Pacific Dunlop
Limited for a period of two years. Interest is charged at market rate and is
payable quarterly in arrears.

In addition, the partnership has assigned the receivable from Goodyear for the
proceeds due on the sale of fixed assets of $31.3m noted above as partial
settlement of the loan from Pacific Dunlop Limited.

<TABLE>
<CAPTION>
                                                                                              Consolidated
                                                                                           2001           2000
                                                                                            $              $
------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>               <C>
Interest brought to account by the partnership in relation to these
loans during the year:
Interest expense                                                                           848,630            -
Interest revenue                                                                           848,630            -

The amounts included in receivables and payables in relation to these loans are:
Non-current receivables
-----------------------
Goodyear Tire & Rubber Co. Group Companies                                              25,848,630            -
Non-current payables
--------------------
Pacific Dunlop Limited Group Companies                                                  25,848,630            -
</TABLE>

All other dealings with the above parties are on normal commercial terms and
involve the purchase and/or supply of materials from/to both parties and the
provision of forward exchange cover and commodity hedging by Pacific Dunlop
Limited Group Companies.

SPT Statutory Accounts 30/06/2001                                        Page 27

<PAGE>

Notes to the Financial Statements
---------------------------------------------------------------------------

25.    Related party transactions (continued)
The amounts of these transactions are detailed below:

                                                          Consolidated
                                                       2001         2000
Sale of goods and services                              $             $
---------------------------------------------------------------------------
Pacific Dunlop Limited Group Companies               1,069,123    1,425,500
Goodyear Tire & Rubber Co. Group Companies           1,651,599   22,530,154
Purchase of goods and services

Pacific Dunlop Limited Group Companies               6,341,537   18,787,973
Goodyear Tire & Rubber Co. Group Companies          97,095,319   53,790,686

Details of interest received/paid to related parties are set out in Notes 3 & 4

The amounts included in receivables and payables in relation to South Pacific
Tyres are set out in the notes to the financial statements and the amounts
relating to the other parties are:

Current receivables
-------------------
Pacific Dunlop Limited Group Companies                     366,461      133,484
Goodyear Tire & Rubber Co. Group Companies                 838,112    1,514,660

Current payables
----------------
Pacific Dunlop Limited Group Companies                   1,032,402      942,111
Goodyear Tire & Rubber Co. Group Companies              22,124,586   10,620,245

The names of each person holding the position of director of the company during
the year were:

             Mr S Gibara                            Mr E Rodia
             Mr R Tieken                             Mr H Pace
               Mr P Gay                            Mr R Chadwick
             Mr J Rennie                             Mr I Veal

At the time of holding the office of director of the company each director was
an executive of the South Pacific Tyres partnership, and held the office of
director of the company in order to discharge, in whole or in part, the duties
as an executive officer of the partnership.

26.    Superannuation commitments

Employer Plans
The partnership and its controlled entities participate in a number of
superannuation funds for employees.

<TABLE>
<CAPTION>
                                                                                Date of last actuarial
         Fund                  Benefit Type            Basis of Contribution         valuation                   Actuary
<S>                         <C>                     <C>                         <C>                      <C>
Pacific Dunlop              Defined                 Balance of cost/Defined
Superannuation Fund         benefit/accumulation    contribution                     1/07/1999            William M Mercer Pty Ltd
Pacific Dunlop Executive
Superannuation Fund         Defined Benefit         Balance of cost                 1/07/1999             William M Mercer Pty Ltd
</TABLE>

The liabilities of all superannuation funds are covered by the assets in the
funds or by specific provisions created by the partnership or its controlled
entities.

The partnership and its controlled entities are obliged to contribute to the
superannuation funds as a consequence of Legislation or Trust Deeds. Legal
enforceability is dependent on the terms of the Legislation and the Trust Deed.

SPT Statutory Accounts 30/06/2001                                        Page 28

<PAGE>

Notes to the Financial Statements
--------------------------------------------------------------------------------

26     Superannuation commitments (continued)

Definitions
Balance of cost       The Group's contribution is assessed by the Actuary after
                      taking into account the member's contribution and the
                      value of assets.

Defined contribution  The Group's contribution is set out in the appropriate
                      fund rules, usually as a fixed percentage of salary.

Industry/Union plans
The partnership participates in industry and union plans on behalf of certain
employees. These plans operate on an accumulation basis and provide lump sum
benefits for members on resignation, retirement or death.

The partnership has a legally enforceable obligation to contribute at varying
rates to the plans.

27.    Segment reporting
The principal activity of the group during the year was the manufacture and sale
of motor vehicle and aircraft tyres in Australia and Papua New Guinea.

28.    Particulars relating to controlled entities
Details of controlled entities, including the extent that each contributed to
the period's result are given below:

<TABLE>
<CAPTION>
                                               Tyre                    South
                                  South      Marketers     Sacrt      Pacific
                                 Pacific    (Australia)   Trading   Tyres (PNG)  Dunlop PNG  Consolidated
                                  Tyres       Limited     Pty Ltd     Pty Ltd      Pty Ltd   adjustments    Totals
<S>                            <C>          <C>           <C>        <C>         <C>         <C>          <C>
Place of Incorporation                          Vic         Vic         PNG          PNG
Beneficial Interest held by
  Partnership                                  100%        100%         80%          80%
Class of shares                              Ordinary    Ordinary     Ordinary    Ordinary
Book value of partnership's
investment
         2001                                21,496,245                                                     21,496,245
         2000                                21,496,245                                                     21,496,245
Dividends received or
receivable by partnership:
         2001
         2000

Dividends credited to
investment account
         2001
         2000

Contribution to the consolidated
profit after tax inclusive of
abnormal items and after deducting
the amount attributable to Outside
Equity Interest:
         2001                  (77,401,617) (17,107,153)    217,544      12,315      (11,172)  2,233,689   (92,056,394)
         2000                  (19,452,389)   3,363,501     411,212      24,720      128,488    (115,000)  (15,639,468)
</TABLE>

29.    Events subsequent to balance date
Since the end of the financial year, the following matters or circumstances have
arisen that have significantly affected, or may significantly affect, the
operations, results of operations or state of affairs of the consolidated
entity.

A memorandum of understanding has been signed by the partners on issues
regarding the future of the South Pacific Tyres Joint Venture, including the
basis of future funding and opportunities for continuance or dissolvement of the
partnership. Agreement to give effect to the understandings in the memorandum is
subject to completion of a definitive agreement and the approval of the boards
of the partners.

Further on the 28/th/ September 2001, South Pacific Tyres announced details of
major restructuring plans for its Australian tyre manufacturing operations. The
restructure is aimed at turning around its recent poor performance to ensure its
survival as a profitable competitive business. The key elements include:

..      Closure of the Footscray factory over the period December 2001 through to
       March 2002, with a total of 440 redundancies;


SPT Statutory Accounts 30/06/2001                                        Page 29

<PAGE>

Notes to the Financial Statements
--------------------------------------------------------------------------------

29     Events subsequent to balance date (continued)

..      Reconfiguration of passenger tyre production to consolidate all current
       Somerton and Thomastown production of this category at the Somerton site
       by July 2002, with 380 redundancies and the closure of the Thomastown
       factory.

..      Streamlining of some related corporate and executive level administration
       with the redundancy of 70 staff.

30.    Notes to the statements of cash flows

(a)    Reconciliation of cash
For the purposes of the statement of cash flows, cash includes cash on hand and
at bank and investments in money market instruments net of outstanding bank
overdrafts. Cash as at the end of the financial year as shown in the statement
of cash flows is reconciled to the related items in the statement of financial
position as follows:

<TABLE>
<CAPTION>
                                    Consolidated                Partnership
                                 2001          2000          2001          2000
                                   $            $             $             $
------------------------------------------------------------------------------------
 <S>                           <C>         <C>           <C>           <C>
 Cash assets                     9,531,203    13,764,042         7,000         7,895
 Cash on deposit                 9,500,000     3,000,000     9,500,000     3,000,000
 Bank overdrafts                (4,860,501)   (6,932,945)   (2,496,277)   (5,115,583)
                              ------------------------------------------------------
                                14,170,702     9,831,097     7,010,723    (2,107,688)
                              ======================================================
</TABLE>

(b)    Acquisition/disposal of businesses and entities
During both the 2000 and 2001 financial years the partnership purchased no
businesses.

During the year the consolidated entity purchased 100% of businesses of which
the details are as follows:


                                                        Consolidated
                                                    2001          2000
  Acquisitions of businesses                          $             $
 -------------------------------------------------------------------------
 Net assets acquired/disposed
     Property, plant and equipment                  25,000     1,202,541
     Inventories                                     7,000       632,584
     Other assets                                        -         1,105
     Prepayments                                         -        30,178
     Creditors                                      (9,077)     (307,276)
     Other liabilities and provisions                    -      (121,573)
                                                -------------------------
 Goodwill                                           22,923     1,437,559
 Consideration                                      62,277     7,544,176

                                                -------------------------
     Cash paid/(received)                           85,200     8,981,735
                                                =========================
 Outflow/(inflow) of cash
                                                -------------------------
     Cash consideration                             85,200     8,981,735
                                                =========================


SPT Statutory Accounts 30/06/2001                                        Page 30

<PAGE>

Notes to the Financial Statements
--------------------------------------------------------------------------------

30.    Notes to the statements of cash flows (continued)

(c)    Reconciliation of profit/(loss) from ordinary activities after income tax
       to net cash provided by operating activities

<TABLE>
<CAPTION>
                                                                  Consolidated                Partnership
                                                               2001          2000          2001          2000
                                                                 $            $             $             $
----------------------------------------------------------------------------------------------------------------
<S>                                                        <C>           <C>           <C>           <C>
Loss from ordinary activities after income tax              (92,056,109) (15,601,165)  (77,401,617)  (19,452,389)

Add /(less) items classified as investing/financing
activities:
    (Profit)/loss on sale of non-current assets               4,151,257     (380,928)    4,583,063      (208,658)
Add(less) non-cash items:
    Amortisation                                              2,757,849    3,898,175     1,630,789     2,201,238
    Depreciation                                             33,841,512   36,590,547    24,298,918    26,878,412
    Amounts set aside to provisions                          43,862,097   37,464,342     4,482,597    15,998,352
    (Decrease)/increase in income taxes payable                (169,879)  (3,503,294)            -             -
    Decrease/(increase) in future income tax benefit         (5,723,401)   2,146,950             -             -
    Write-off bad trade debts                                 2,639,365    1,880,845       259,858             -
                                                            ------------------------------------------------------
Net cash provided by operating activities before change
in assets and liabilities                                   (10,697,309)  62,495,472   (32,146,392)   25,416,955
                                                            ------------------------------------------------------
Change in assets and liabilities adjusted for effects of
purchase and disposal of controlled entities during the
financial year:
    (Increase)/decrease in receivables                      (36,514,319)  (1,782,612)  (25,893,987)   16,071,003
    (Increase)/decrease in inventories                       (3,729,448) (17,398,112)     (292,656)  (12,459,775)
    (Increase)/decrease in prepayments                        4,960,263   (3,708,002)    1,029,887       (83,947)
    (Decrease)/increase in accounts payable                  33,917,471   18,283,443    33,496,399     2,653,427
    (Decrease)/increase in provisions                       (16,330,296) (26,735,090)   (4,672,165)  (14,532,894)
    (Decrease)/increase in reserves                            (496,747)     550,843             -             -
                                                            ------------------------------------------------------
                                                            (18,193,076) (30,789,530)    3,667,478    (8,352,186)
                                                            ------------------------------------------------------
Net cash provided by / (used in) operating activities       (28,890,385)  31,705,942   (28,478,914)   17,064,769
                                                            ======================================================
</TABLE>

SPT Statutory Accounts 30/06/2001                                        Page 31

<PAGE>

Directors Declaration

In the opinion of the directors of South Pacific Tyres ("the partnership"):

(a)    the partnership is not a reporting entity;

(b)    the financial statements and notes, set out on pages 1 to 33 are in
       accordance with the Corporations Act 2001, as required by Section 11 of
       the Partnership Agreement, including:

         (i)      giving a true and fair view of the financial position of the
                  partnership as at 30 June 2001 and of their performance, as
                  represented by the results of its operations and their cash
                  flows, for the year ended on that date, in accordance with the
                  basis of accounting described in Note 1; and

         (ii)     complying with Accounting Standards to the extent described in
                  Note 1 and the Corporations Regulations 2001; and

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

Signed in accordance with a resolution of the directors:


/s/ Robert W. Tieken
----------------------------------------
Director


/s/ Philip R. Gay
----------------------------------------
Director


SPT Statutory Accounts 30/06/2001                                        Page 32

<PAGE>

Independent Audit Report

To the partners of South Pacific Tyres

Scope
We have audited the financial report of South Pacific Tyres for the financial
year end June 30, 2001, being a special purpose financial report consisting of
the statements of financial performance, statements of financial position,
statements of cash flows, accompanying notes and the directors' declaration set
out on pages 1 - 34. The financial report includes the consolidated financial
statements of the consolidated entity, comprising the South Pacific Tyres
Partnership (the "Partnership") and the entities it controlled at the end of the
year or from time to time during the financial year. The Partnership's directors
are responsible for the financial report. In accordance with Section 11 of the
Partnership agreement, the Partnership is required to prepare a financial report
as if it were a public company under the provisions of the Corporations Act
2001.

The directors have determined that the accounting policies used and described in
Note 1 to the financial statements are appropriate to meet the requirements of
the Corporations Act 2001 and the needs of the partners of the Partnership. We
have conducted an independent audit of the financial report in order to express
an opinion on it to the partners. No opinion is expressed whether the accounting
policies used, and described in Note 1 to the financial statements, are
appropriate to the needs of the partners.

The financial report has been prepared for distribution to the partners for the
purpose of fulfilling the requirements of the Corporations Act 2001. We disclaim
any assumption of responsibility for any reliance on this report, or on the
financial report to which it relates, to any person other than the partners, or
for any purpose other than that for which it was prepared.

Our audit has been conducted in accordance with Australian Auditing Standards to
provide reasonable assurance whether the financial report is free of material
misstatement. Our procedures included examination, on a test basis, of evidence
supporting the amounts and other disclosures in the financial report, and the
evaluation of accounting policies and significant accounting estimates. These
procedures have been undertaken to form an opinion whether, in all material
respects, the financial report is presented fairly in accordance with the basis
of accounting described in Note 1 to the financial statements, so as to present
a view which is consistent with our understanding of the Partnership's and the
consolidated entity's financial position, and performance as represented by the
results of their operations and their cash flows. These policies do not require
the application of all accounting standards nor other mandatory professional
reporting requirements in Australia.

The audit opinion expressed in this report has been formed on the above basis.

Audit Opinion
In our opinion, the financial report of South Pacific Tyres is in accordance
with:

(a) the Australian Corporations Act 2001, including:

    (i)  giving a true and fair view of the Partnership's and consolidated
         entity's financial position as at June 30, 2001 and of their
         performance for the financial year ended on that date in accordance
         with the accounting policies described in Note 1 to the financial
         statements; and

    (ii) complying with AASB 1025 "Application of the Reporting Entity Concept
         and Other Amendments", AASB 1034 "Information to be Disclosed in the
         Financial Reports" other Accounting Standards to the extent described
         in Note 1 to the financial statements and the Corporations Regulations
         2001; and

(b) mandatory professional reporting requirements to the extent described in
    Note 1 to the financial statements.


     /s/ KPMG
         KPMG


         P A Jovic
         Partner
         Melbourne this 31 October 2001


SPT Statutory Accounts 30/06/2001                                        Page 33