**SECURITIES AND EXCHANGE COMMISSION**

**FORM 20-F**

 

**(MarkOne)**

 

| **o****REGISTRATION STATEMENT  PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|----------------------------------------------------------------------------------------------------------|
|                                                                                                     |
| **OR**                                                                                                   |
|                                                                                                     |
| **ý****ANNUAL REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**      |
|                                                                                                     |
| **FOR  THE FISCAL YEAR ENDED MARCH 31, 2004**                                                            |
|                                                                                                     |
| **OR**                                                                                                   |
|                                                                                                     |
| **o****TRANSITION REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**       |

 

**Commissionfile number:**

 

**RINKERGROUP LIMITEDABN 53 003 433 118**

(Exact name of Registrant asspecified in its charter)

 

**New South Wales, Australia**

(Jurisdiction ofincorporation or organization)

 

**Level 8, Tower B, 799 PacificHighway, Chatswood, NSW 2067, Australia**

(Address of principalexecutive offices)

 
| Securities registered or  to be registered pursuant to Section 12(b) of the Act: |
|----------------------------------------------------------------------------------|
|                                                                             | **Ordinary Shares(1)** |   | **New York Stock Exchange** |
|                                                                             | **American Depositary Shares(2)** |   | **New York Stock Exchange** |

 

Securities registered or tobe registered pursuant to Section 12(g) of the Act:

**None**

 

Securities for which thereis a reporting obligation pursuant to Section 15(d) of the Act:

**None**

 

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Indicate the number ofoutstanding shares of each of the issuer’s classes of capital or common stockas of the date of the Annual report:

 

Ordinary shares, fully paid   **944,994,496**

 

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Indicate by check mark whether the registrant(1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.

 

Yes    ý      No    o

 

Indicate by check mark whichfinancial statement item the registrant has elected to follow

 

Item17    o      Item 18    ý

 

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(1) Not for trading but only in connectionwith the listing of the American Depositary Shares.

 

(2) Evidenced by American DepositaryReceipts, each American Depositary Share representing ten Ordinary Shares.

 

 

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**TABLE OF CONTENTS**

 
| **Rinker  Group Limited demerger from CSR Limited**                 | **4**                                                                            |
|---------------------------------------------------------------------|----------------------------------------------------------------------------------|
|                                                                |                                                                             |   |
| **Certain definitions**                                             | **4**                                                                            |
|                                                                |                                                                             |   |
| **Where you can find more information about  Rinker Group Limited** | **6**                                                                            |
|                                                                |                                                                             |
| **Forward-Looking Statements**                                      | **7**                                                                            |
|                                                                |                                                                             |
| **PART I**                                                          |                                                                             |
|                                                                |                                                                             |
| **Item  1**                                                         | **Identity  of Directors, Senior Management and Advisors**                       | **7** |
|                                                                |                                                                             |
| **Item 2**                                                          | **Offer Statistics  and Expected Timetable**                                     | **8** |
|                                                                |                                                                             |
| **Item 3**                                                          | **Key Information**                                                              | **8** |
| Currency of  Presentation and Exchange Rates                        | 8                                                                                |
| A.                                                                  | Selected Financial Data - US Dollars                                             | 9 |
| B.                                                                  | Capitalization and Indebtedness                                                  | 11 |
| C.                                                                  | Reasons for the Offer and Use of Proceeds                                        | 11 |
| D.                                                                  | Risk Factors                                                                     | 11 |
| E.                                                                  | Supplementary Key Information - Australian Dollars                               | 16 |
| F.                                                                  | Supplementary Selected Financial Data - Australian Dollars                       | 17 |
|                                                                |                                                                             |
| **Item 4**                                                          | **Information  on the Rinker group**                                             | **19** |
| A.                                                                  | History and Development of the Rinker group                                      | 19 |
| B.                                                                  | Business Overview                                                                | 22 |
| C.                                                                  | Organizational Structure                                                         | 37 |
| D.                                                                  | Description of Property, Plant And  Equipment                                    | 37 |
|                                                                |                                                                             |
| **Item 5**                                                          | **Operating and Financial Review and Prospects**                                 | **40** |
| Significant  Events in fiscal year 2004                             | 40                                                                               |
| Events  subsequent to March 31, 2004                                | 41                                                                               |
| Basis of  preparation and presentation                              | 41                                                                               |
| Critical accounting  policies                                       | 42                                                                               |
| A.                                                                  | Management discussion and analysis of the  financial results                     | 46 |
| B.                                                                  | Liquidity and Capital Resources                                                  | 65 |
| C.                                                                  | Research and Development, Patents and  Licenses                                  | 69 |
| D.                                                                  | Trend Information                                                                | 69 |
| E.                                                                  | Off-balance sheet financial arrangements                                         | 70 |
| F.                                                                  | Contractual obligations and commercial  commitments                              | 70 |
| G.                                                                  | Major restructuring and rationalization  charges                                 | 71 |
| H.                                                                  | Details of defined benefit pension plans                                         | 71 |
| I.                                                                  | Supplementary Operating and Financial  Review and Prospects - Australian Dollars | 73 |
|                                                                |                                                                             |
| **Item 6**                                                          | **Directors, Senior Management, and Employees**                                  | **79** |
| A.                                                                  | Details of directors and senior management                                       | 79 |
| B.                                                                  | Remuneration Details of Executive Directors  and Senior Management               | 83 |
| C.                                                                  | Board Practices                                                                  | 98 |
| D.                                                                  | Employees                                                                        | 115 |
| E.                                                                  | Share Ownership                                                                  | 117 |
|                                                                |                                                                             |
| **Item 7**                                                          | **Major Shareholders and Related Party  Transactions**                           | **117** |
| A.                                                                  | Major Shareholders                                                               | 117 |

 

2

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| B.           | Related Party Transactions                                                        | 118     |
|--------------|-----------------------------------------------------------------------------------|---------|
| C.           | Interests of Experts and Counsel                                                  | 121     |
|         |                                                                              |
| **Item 8**   | **Financial Information**                                                         | **122** |
| A.           | Consolidated Statements and Other Financial  Information                          | 122     |
| B.           | Significant Changes                                                               | 124     |
|         |                                                                              |
| **Item 9**   | **The Offer and Listing**                                                         | **124** |
| A.           | Listing Details                                                                   | 124     |
| B.           | Plan of Distribution                                                              | 125     |
| C.           | Markets                                                                           | 125     |
| D.           | Selling Shareholders                                                              | 125     |
| E.           | Dilution                                                                          | 125     |
| F.           | Expenses of the Issue                                                             | 125     |
|         |                                                                              |
| **Item 10**  | **Additional Information**                                                        | **125** |
| A.           | Share Capital                                                                     | 125     |
| B.           | Overview of the Rinker constitution                                               | 126     |
| C.           | Material Contracts                                                                | 129     |
| D.           | Exchange Controls                                                                 | 130     |
| E.           | Taxation                                                                          | 131     |
| F.           | Dividends and Paying Agents                                                       | 138     |
| G.           | Statement by Experts                                                              | 138     |
| H.           | Documents on Display                                                              | 138     |
| I.           | Subsidiary Information                                                            | 138     |
| J.           | Enforcement of Civil Liabilities                                                  | 138     |
|         |                                                                              |
| **Item 11**  | **Quantitative and Qualitative Disclosures about  Market Risks**                  | **138** |
|         |                                                                              |
| **Item 12**  | **Description of Securities Other Than Equity  Securities**                       | **139** |
|         |                                                                              |
| **PART II**  |                                                                              |
|         |                                                                              |
| **Item 13**  | **Defaults, Dividend Arrearages and Delinquencies**                               | **140** |
|         |                                                                              |
| **Item 14**  | **Material Modifications to the Rights of  Security Holders and Use of Proceeds** | **140** |
|         |                                                                              |
| **PART III** |                                                                              |
|         |                                                                              |
| **Item 15**  | **Controls and Procedures**                                                       | **140** |
|         |                                                                              |
| **Item 16**  | **Other matters**                                                                 | **140** |
| A.           | Audit Committee Financial Expert                                                  | 140     |
| B.           | Code of Ethics                                                                    | 140     |
| C.           | Principal Accountant Fees and Services                                            | 141     |
|         |                                                                              |
| **PART IV**  |                                                                              |
|         |                                                                              |
| **Item 17**  | **Financial Statements**                                                          | **142** |
|         |                                                                              |
| **Item 18**  | **Financial Statements**                                                          | **142** |
|         |                                                                              |
| **Exhibits** | **143**                                                                           |

 

3

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**RinkerGroup Limited demerger from CSR Limited**

 

OnMarch 28, 2003, the Federal Court of Australia approved the demerger of RinkerGroup Limited (“Rinker”) from CSR Limited (“CSR”), after shareholders voted infavor of the demerger on March 25, 2003. Rinker was admitted to the officiallist of the Australian Stock Exchange (“ASX”) and its shares were quoted on thestock market conducted by the ASX effective March 31, 2003 (on a deferredsettlement basis). In accordance with the terms of the demerger, Rinker issued944.7 million shares on April 11, 2003.

 

*The demerger process*

* *

On November 19, 2002, CSRannounced a proposal to demerge Rinker from its building products, sugar andaluminium businesses. As a result of the demerger, CSR continues to hold itsinterest in its building products, sugar and aluminium businesses and Rinkerholds Rinker Materials Corporation (“Rinker Materials”) and Readymix HoldingsPty Limited (“Readymix”), both of which were previously held within the CSRgroup.

 

The effect of the demerger wasto split shares in CSR into separate investments in two Australian companies,both listed on the ASX:

 

•                  Rinker– a focused, heavy building materials group, comprising Rinker Materials in theUnited States and Readymix in Australia and China; and

 

•                  CSR– a diversified company with a portfolio of businesses comprising CSR BuildingProducts (with operations in Australia, Asia and New Zealand), Aluminium andCSR Sugar.

 

The demerger was effectedthrough an Australian court-approved scheme of arrangement and associatedcapital reduction and dividend distribution.

 

The demerger was effected intwo simultaneous stages. First, CSR reduced its share capital by A$0.84 pershare and declared a notional cash dividend of A$0.69 per share. Second, undera scheme of arrangement effected by an order of the Federal Court of Australiaand binding on all CSR shareholders and CSR, CSR shareholders agreed topurchase all the shares in Rinker utilizing as consideration their capitalreduction and dividend entitlement from CSR. CSR shareholders received oneRinker ordinary share for each CSR share they held on the record date of April4, 2003 (other than certain CSR shareholders, whose registered addresses were inplaces where the issuance of Rinker shares is not permitted or was impractical,who instead received the proceeds of sale of those Rinker shares).

 

For the demerger to proceed,approval was required from a majority in number of CSR shareholders present andvoting, and holding at least 75% of the total number of CSR shares voted, atthe shareholder’s meeting held to consider the demerger.  The shareholders’ meeting was held on March25, 2003 and 95.3% of shareholders who voted, representing 99.5% of shares voted,voted in favor of the demerger.  Theimplementation of the demerger was also subject to the approval of the FederalCourt of Australia considering the scheme of arrangement, which was approved onMarch 28, 2003.  Rinker shares commencedtrading on the official list of the ASX on March 31, 2003 (on a deferredsettlement basis).

 

# **Certain definitions**

# ** **

The fiscal year for Rinkerends on March 31.  As used throughoutthis annual report, unless otherwise stated or the context otherwise requires,the fiscal year ended March 31, 2004 is referred to as fiscal year 2004 andother fiscal years are referred to in a corresponding manner.  All other references to years are specifiedand relate to calendar years.

 

4

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References to tonnes hereinare to metric tonnes, each of which equals approximately 2,205 pounds or 1.102short tons.  Certain measures ofdistance referred to herein are stated in kilometres, each of which equals approximately0.62 miles.  Certain measures of areareferred to herein are stated in square kilometres or hectares; one squarekilometre equals 0.3861 square miles and one hectare equals 2.47 acres.  Certain measures of volume referred toherein are stated in cubic metres, each of which equals approximately 1.31cubic yard.

 

Estimates with respect tomarket size information represent the judgment of the management of Rinker,based on records and experience of Rinker and its subsidiaries as well asinformation available from industry and government publications and othersources.

 

Any discrepancies betweentotals and sums of components in tables contained in this annual report are dueto rounding.

 

Unless otherwise indicated,all references in this annual report to:

 

“ADR” means AmericanDepositary Receipt, evidencing American Depositary Shares.

 

“American Depositary Shares”or “ADSs” each represent ten ordinary shares.

 

“associate or associatedcompany” means in relation to Rinker, an entity other than a consolidatedentity, where Rinker has the capacity to influence significantly the financialand operating policies of the entity.

 

“ASX” means the AustralianStock Exchange.

 

“Australian GAAP” meansaccounting principles generally accepted in Australia.

 

“consolidated entity,” meansan entity that Rinker is required to consolidate within the financialstatements.

 

“Consolidated” means, inrelation to the financial statements for the year ended March 31, 2004, theconsolidated financial statements for Rinker Group Limited and controlledentities.  In relation to the financialstatements for the years ended March 31, 2003, 2002, 2001 and 2000,“Consolidated” means the combined financial statements prepared on a carve-outbasis consistent with the significant accounting policies set out in thefinancial statements included elsewhere in this report.

 

“CSR” means CSR Limited, ABN90 000 001 276, an Australian company.

 

“CSR group” means CSR and theentities that CSR must consolidate under Australian GAAP.

 

“EBIT” means profit fromordinary activities before finance and income tax in accordance with AustralianGAAP.

 

“finance” means borrowingcosts net of interest income.

 

“financial statements” means:(i) the audited consolidated statement of financial position of the Rinkergroup as at March 31, 2004, and 2003; and (ii) the audited consolidated statements of financial performance,changes in shareholders’ equity and cash flows of the Rinker group for each ofthe one-year periods ended March 31 for the years 2004, 2003, and 2002,together with accompanying notes included herein at pages F-1 to F-81.  The financial statements have been preparedon the basis that the financial performance and cash flows included in thefinancial statements assume that the Rinker group existed as

 

5

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a separate economic entity, and that the Rinker group comprised thebusinesses of Rinker Materials and Readymix and their respective subsidiaries,during all of the periods presented.

 

“fiscal year” means financialyear ended March 31.

 

“GST” means Australian goodsand services tax.

 

“heritage business” means thebusiness excluding all acquisitions that have not been included in Rinker groupcompanies’ prior year operations for the full prior fiscal year.

 

“Kiewit” means RinkerMaterials Western, Inc. (formerly known as Kiewit Materials Company), a companyincorporated in Delaware and acquired by Rinker Materials in September 2002.

 

“NYSE” means the New YorkStock Exchange.

 

“ordinary shares” means fullypaid ordinary shares in the issued capital of Rinker.

 

“Readymix” means ReadymixHoldings Pty Limited, ABN 87 099 732 297, an Australian corporation, and itssubsidiaries.

 

“Reuters hedge settlementrate” means the 9:55 a.m. hedge settlement rate at the end of each month in theperiod, as displayed on the Reuters financial news service.

 

“Rinker” means Rinker GroupLimited, ABN 53 003 433 118, an Australian corporation.

 

“Rinker Materials” meansRinker Materials Corporation, a company incorporated in Georgia, and itssubsidiaries.

 

“Rinker group” means Rinkerand its consolidated entities.

 

“SEC” means the Securities andExchange Commission.

 

“trading revenue” meansrevenue received from customers (net of discounts, returns and allowances),including fees for services as agent, rents and royalties.

 

“US GAAP” means accountingprinciples generally accepted in the United States of America.

 

# **Whereyou can find more information about Rinker Group Limited**

 

Rinker is subject to thereporting obligations contained in the Securities Exchange Act of 1934.  You may read and copy any document thatRinker files at the SEC’s public reference room located at 450 Fifth Street,N.W., Washington, D.C. 20549.  Rinker’sfilings with the SEC are available over the Internet at the SEC’s website atsec.gov.  Copies of these filings canalso be obtained from Rinker upon request. Requests should be directed to Rinker Group Limited, Level 8, Tower B,799 Pacific Highway, Chatswood, New South Wales 2067, Australia; Attention: InvestorRelations.  Telephone requests may bedirected to the attention of Investor Relations at +61 2 9412 6608.

 

6

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# **Forward-Looking Statements**

 

This annual report contains anumber of forward-looking statements. Such statements can be identified by the use of forward-looking wordssuch as “may,” “should,” “expect,” “anticipate,” “estimate,” “scheduled” or“continue” or the negative thereof or comparable terminology.  Rinker can give no assurances that the expectedimpact on financial condition, anticipated trading results or returns ofentities in the Rinker group would not differ materially from the statementscontained in this annual report.

 

Such forward-lookingstatements are not guarantees of future results or performance and involveknown and unknown risks, uncertainties and other factors, many of which arebeyond the control of Rinker, which may cause actual results of the Rinkergroup or industry results to differ materially from those expressed or impliedin the statements contained in this annual report.  Such factors include, among other things, the following:

 

•                  generaleconomic and business conditions in the United States (including the regionaleconomies within the United States) and Australia;

 

•                  trendsand business conditions in the United States and Australian building andconstruction industries;

 

•                  changesin interest rates;

 

•                  competitionfrom other suppliers in the industries in which the Rinker group operates;

 

•                  changesin the Rinker group’s strategies and plans regarding acquisitions, dispositionsand business development;

 

•                  theRinker group’s ability to efficiently integrate past and future acquisitions;

 

•                  compliancewith, and potential changes to, governmental regulations related to theenvironment, employee safety and welfare and other matters related to theentities of the Rinker group; and

 

•                  changesin exchange rates, in particular the rate of exchange between United Statesdollars and Australian dollars.

 

The foregoing list of factorsis not exhaustive.  When relying on forward-lookingstatements to make decisions with respect to investing in Rinker shares, apotential investor should carefully consider the foregoing factors and otheruncertainties and potential events. Rinker does not undertake to update anyforward-looking statement, whether written or oral, that may be made from timeto time by Rinker or on Rinker’s behalf. For a discussion of certain of these factors, see “Item 3.D. RiskFactors,” and see also “Item 3. Key Information,” “Item 4. Information on theRinker group,” “Item 5. Operating and Financial Review and Prospects,” “Item 8.Financial Information” and “Item 11. Quantitative and Qualitative Disclosuresabout Market Risks.”

 

**PARTI**

 

## **Item 1**                                      Identity of Directors, Senior Management and Advisors

 

Not applicable.

 

7

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## **Item 2**                                      Offer Statistics and Expected Timetable

 

Not applicable.

 

## **Item 3**                                      KeyInformation

 

### **Currencyof Presentation and Exchange Rates**

 

The Rinker group publishes itsfinancial statements in both US dollars and Australian dollars.  In this annual report, unless otherwisespecified herein or the context requires, references to “US$” or “US dollars”are to United States dollars and references to “A$” or “Australian dollars” areto Australian dollars. Rinker Materials maintains its financial records in USdollars and Readymix maintains its financial records in Australian dollars.

 

For the year ended March 31,2004, over 75% of the Rinker group’s trading revenue was generated by RinkerMaterials in the United States.  For theyears ended March 31, 2004, 2003 and 2002, there were no movements of currencybetween US dollars and Australian dollars that resulted in a material amount ofrealized exchange gains or losses. The business activity in Australia is currentlygenerating adequate cash flow and franking credits to service the current levelof Australian dollar dividends.  As aresult, the only impact of changes in the US dollar/Australian dollar exchangerate is one of accounting translation for financial reporting purposes.  An appreciation of the A$ relative to theUS$ would be expected to have a favorable impact on the Rinker group’s reportedUS$ results.

 

The directors believe that thebest measure of performance for Rinker Materials in the United States andReadymix in Australia is their respective local currencies in as much as eachgenerates all revenue and incurs all costs in that local currency.  Set out below is selected financial data forthe Rinker group in US dollars. Supplementary selected financial data for the Rinker group in Australiandollars is set out starting at page 17.

 

For the purposes of thisannual report, A$ transactions are translated into US$ at the average of the9:55 a.m. hedge settlement rate at the end of each month in the periodpresented and A$ balances are translated into US$ at the 9:55 am hedgesettlement rate at fiscal year end, consistent with the requirements ofAustralian GAAP and US GAAP.

 

The following are the averageof the monthly rates expressed in US dollars per A$1.00 of the months that havebeen used to translate Readymix A$ transaction amounts in this annual report:

 
| Year ended March 31, 2004 |   | 0.6977 |   |
|---------------------------|--------|--------|--------|
| Year ended March 31, 2003 |   | 0.5654 |   |
| Year ended March 31, 2002 |   | 0.5112 |   |

 

Unless otherwise stated thefollowing year-end rates, expressed in US dollars per A$1.00 have been used totranslate Readymix A$ balances at March 31 into US dollars:

 
| March 31, 2004 |   | 0.7552 |   |
|----------------|--------|--------|--------|
| March 31, 2003 |   | 0.6006 |   |
| March 31, 2002 |   | 0.5285 |   |

 

The Australian dollar isconvertible into United States dollars at freely floating rates and there arecurrently no restrictions on the flow of Australian currency between Australiaand the United States.

 

8

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#### **A.**            Selected Financial Data - US Dollars

 

The following table presentsselected financial data of the Rinker group in United States dollars.  This table should be read in conjunctionwith “Item 5. - Operating and Financial Review and Prospects,” and the financialstatements that are included elsewhere in this annual report.

 

As discussed in “Significantaccounting policies” in the financial statements included elsewhere in thisannual report, the financial statements and other information for the fiscalyears ended March 31, 2003, 2002, 2001, and 2000 have been prepared on acarve-out basis and include the financial position, financial performance andcash flows of Rinker Materials US businesses and the Readymix businesses thatwere transferred to the Rinker group from CSR prior to the demerger.  These financial statements have beenprepared from historical accounting records of the CSR group and present all ofthe operations of the business as if the Rinker group had been a separateeconomic entity inclusive of all of these businesses for all periodspresented.  The historical financialinformation presented for fiscal years prior to 2004 is not indicative of theRinker group’s future financial performance.

 

The statement of financialposition data as of March 31, 2004 and 2003 and statement of financialperformance data for the years ended March 31, 2004, 2003, and 2002 setforth below are derived from, and are qualified in their entirety by referenceto, the Rinker group’s audited financial statements that are included elsewherein this annual report.  The statement offinancial position data as of March 31, 2002, 2001 and 2000 and statement offinancial performance data for the years ended March 31, 2001 and 2000 setforth below are derived from the Rinker group’s unaudited accounting recordsfor those periods and have been prepared on a basis consistent with the auditedfinancial statements.  With respect tothe US GAAP selected financial data, information for the Rinker group isprovided for fiscal years 2004, 2003, and 2002 for net profit and for netassets.

 

The Rinker group’s financialstatements are prepared in accordance with Australian GAAP, which differs incertain material respects from US GAAP. See Note 37 to the financial statements that are included elsewhere inthis annual report for a description of the principal differences betweenAustralian GAAP and US GAAP as they relate to the Rinker group and areconciliation of net profit and shareholders’ equity for the years and as atthe dates therein indicated.

 

The principal differencebetween Australian GAAP and US GAAP for fiscal year 2004 relates to theamortization of goodwill (US$56.5 million).

 

9

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|                                                                              |   | **As of and  for the year ended March 31**               |   |
|-----------------------------------------------------------------------------------|--------|----------------------------------------------------------|--------|
|                                                                              |   | **US$ in  million  except per share data and employees** |   |
|                                                                              |   | **2004**                                                 |   | **2003** |   | **2002** |   | **2001** |   | **2000** |   |
|                                                                              |   | **US$**                                                  |   | **US$** |   | **US$** |   | **US$** |   | **US$** |   |
|                                                                              |   |                                                     |   |   |   |   |   |   |   |   |   |
| **Amounts in accordance with Australian GAAP**                                    |   |                                                     |   |   |   |   |   |   |   |   |   |
| **Statement of Financial Position Data**                                          |   |                                                     |   |   |   |   |   |   |   |   |   |
| Total assets                                                                      |   | 4,130                                                    |   | 3,841 |   | 2,886 |   | 2,850 |   | 2,256 |   |
| Total liabilities                                                                 |   | 1,849                                                    |   | 1,957 |   | 1,536 |   | 1,502 |   | 1,084 |   |
| Contributed equity                                                                |   | 1,497                                                    |   | 1,497 |   | 1,216 |   | 1,235 |   | * |   |
| Net assets                                                                        |   | 2,281                                                    |   | 1,884 |   | 1,350 |   | 1,348 |   | 1,172 |   |
|                                                                              |   |                                                     |   |   |   |   |   |   |   |   |   |
| **Statement of Financial Performance Data**                                       |   |                                                     |   |   |   |   |   |   |   |   |   |
| Trading revenue                                                                   |   | 3,706                                                    |   | 2,956 |   | 2,577 |   | 2,495 |   | 2,400 |   |
| Operating profit                                                                  |   | 504                                                      |   | 373 |   | 322 |   | 279 |   | 234 |   |
| Profit from ordinary activities before  finance and income tax (“EBIT”) | (5)    | 493                                                      |   | 394 |   | 330 |   | 306 |   | 277 |   |
| Borrowing costs net of interest income  (“finance”)                     |   | (47                                                      | )      | (59 | ) | (63 | ) | (72 | ) | (30 | ) |
| Income tax expense                                                                |   | (149                                                     | )      | (117 | ) | (98 | ) | (83 | ) | (92 | ) |
| Net profit attributable to outside equity  interests                              |   | (1                                                       | )      | (2 | ) | (1 | ) | — |   | (1 | ) |
| Net profit attributable to members of  Rinker                                     | (4)    | 296                                                      |   | 216 |   | 169 |   | 151 |   | 156 |   |
|                                                                              |   |                                                     |   |   |   |   |   |   |   |   |   |
| **Per Share Information**                                                         |   |                                                     |   |   |   |   |   |   |   |   |   |
| Weighted average number of ordinary shares                                        | (1)    | 944.9                                                    |   | 944.7 |   | 944.7 |   | 944.7 |   | 944.7 |   |
| Basic and diluted earnings per share                                              | (2)    | 0.31                                                     |   | 0.23 |   | 0.18 |   | 0.16 |   | 0.17 |   |
| Dividends provided for or paid per share                                          | (3)    | 0.09                                                     |   | 0.01 |   | — |   | 0.11 |   | 0.10 |   |
|                                                                              |   |                                                     |   |   |   |   |   |   |   |   |   |
| **Other**                                                                         |   |                                                     |   |   |   |   |   |   |   |   |   |
| Capital Expenditure – Operating                                              | (6)    | 166                                                      |   | 79 |   | 96 |   | 91 |   | 78 |   |
| Capital Expenditure – Development                                            | (7)    | 94                                                       |   | 582 |   | 149 |   | 824 |   | 210 |   |
| Depreciation, depletion and amortization                                          |   | 234                                                      |   | 211 |   | 181 |   | 166 |   | 133 |   |
| Employees at fiscal year end                                                      |   | 13,772                                                   |   | 13,030 |   | 11,354 |   | 11,417 |   | 10,396 |   |
|                                                                              |   |                                                     |   |   |   |   |   |   |   |   |   |
| **Amounts in accordance with US GAAP**                                            |   |                                                     |   |   |   |   |   |   |   |   |   |
| Total assets                                                                      |   | 4,206                                                    |   | 3,815 |   | 2,845 |   |   |   |   |   |
| Net assets                                                                        |   | 2,235                                                    |   | 1,785 |   | 1,272 |   |   |   |   |   |
| Trading revenue                                                                   |   | 3,706                                                    |   | 2,956 |   | 2,577 |   |   |   |   |   |
| Operating profit                                                                  |   | 564                                                      |   | 421 |   | 322 |   |   |   |   |   |
| Net profit attributable to members of  Rinker                                     | (4)    | 346                                                      |   | 259 |   | 168 |   |   |   |   |   |
| Basic and diluted earnings per share                                              | (2)    | 0.37                                                     |   | 0.27 |   | 0.18 |   |   |   |   |   |

 

----

*  Not practicable to compute

 

10

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(1)          As a result of the demergerfrom CSR, 944.7 million Rinker ordinary shares were listed on the ASX on March31, 2003 (on a deferred settlement basis), prior to being issued on April 11,2003.  Prior to that time Rinker was a100% owned subsidiary of CSR. The weighted average number of ordinary sharesassumes that same number of shares existed throughout fiscal years 2003, 2002,2001, and 2000.  During the year endedMarch 31, 2004, Rinker issued 324,700 shares as part of the Employee UniversalShare Plan “USP”.

 

(2)          For fiscal years 2003, 2002,2001, and 2000, based on the 944.7 million Rinker ordinary shares issued andoutstanding subsequent to the demerger. Diluted earnings per share are equivalent to basic earnings per share asthere are no potentially dilutive securities outstanding for all periodspresented.

 

(3)          The dividends were paid toCSR when Rinker was a wholly owned subsidiary. Dividend per share information for fiscal years 2003, 2002, 2001, and2000 has therefore been based on the 944.7 million shares issued andoutstanding subsequent to the demerger. These amounts are not necessarily representative of the amount thatwould have been paid if Rinker had been a separate publicly listed company.

 

(4)          Income from continuingoperations is the same as net profit attributable to members of Rinker, andincome from continuing operations per share is the same as basic earnings pershare.

 

(5)          Throughout this annual report“EBIT” means profit from ordinary activities before finance and income tax inaccordance with Australian GAAP.

 

(6)          Operating capital expenditurerepresents capital expenditure required to maintain existing operatingcapabilities.

 

(7)          Development capitalexpenditure represents capital expenditure to acquire businesses, expandoperating capabilities and extend market coverage.

 

#### **B.**            Capitalization and Indebtedness

 

Not applicable.

 

#### **C.**            Reasons for the Offer and Use of Proceeds

 

Not applicable.

 

#### **D.**            RiskFactors

 

Rinker group entities aresubject to various risks resulting from changing economic, political, social,industry, business and financial conditions, particularly in the United Statesand Australia.  Certain of these risksare described below.  Rinker groupentities could also be subject to other risks that management has notanticipated.

 

**Rinker group’s operations are dependent to a significantextent on demand across the construction industry economic cycle and the Rinkergroup’s revenues and profits in future periods may fluctuate with that cycle.**

 

The activity of businesses in the Rinkergroup is dependent on the level of activity in the construction industry in thevarious regional markets in the United States and in Australia where Rinkergroup companies operate.  The constructionindustry in a given geographic market has historically tended to becyclical.  Within each geographic regionconstruction industry spending can vary significantly from peak to troughthrough the business cycle.  Theconstruction industry is also very sensitive to fluctuations in generaleconomic activity in the particular economy. Rinker estimates that a 1% revenue change in volumes across the Rinkergroup as a whole, without regard to the different cycles within each industry,region, or market, would have an annual impact on revenue of approximatelyUS$37 million and on EBIT of approximately US$5 million.  Rinker is not able to predict the timing,extent or duration of the business cycles or economic downturns in theconstruction industry in the geographic regions in which Rinker group companiesoperate.  Because many of Rinker group’scosts are fixed, if an extended downturn in one or more segments of theconstruction industry occurs, particularly in Florida or Arizona in the US and,to a lesser degree, in Australia, companies in the Rinker group may not readilybe able to reduce their costs in proportion to the extent of the downturn.  Any significant or extended downturn in the

 

11

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construction industry in those geographic regions will negativelyaffect the Rinker group’s financial performance and condition where revenuesfall and costs do not move to compensate. An overview of the United States and Australian markets is included in“Item 4 – Information on the Rinker group.”

 

**The Rinker group’s operations are dependent to a significantextent on demand in selected key US states and the Rinker group’s revenues andhence profits in future periods may fluctuate with the underlying industryeconomic cycle of those states.**

 

A significant proportion ofthe Rinker group’s revenue was generated from Florida (38%) and Arizona (12%)in the year ended March 31, 2004.  As aresult, fluctuations in the underlying economic cycle may result in variationsin EBIT in similar proportion to the overall margin impact on Rinker aspreviously described for the construction industry cycle.  The Rinker group is especially dependent onmarket demand for its heavy building materials products in those markets.  A downturn in demand in the residential orother heavy building materials markets in these states could have a significantadverse impact on the Rinker group’s financial performance and condition whererevenues fall and costs do not move to compensate.

 

**Governmentfunded construction activity in the US may be lower in future periods and theRinker group’s revenues and profits in future periods may fluctuate dependingon the level of Government funding of civil construction.**

 

The Rinkergroup’s largest exposure to the US civil construction sector is in roads,highways and bridges.  Approximately 20%of the Rinker group’s revenue for its year ended March 31, 2004 was estimatedto be related to the US civil construction sector.  Funding for these infrastructure projects in the US has largelyarisen from the Federal Highway Program, Transport Equity Act for the 21stCentury (TEA 21), covering the period from September 1997 to September 2003 andan extension through June 2004.  TheRinker group has its operations in a number of states in which funding hashistorically exceeded the US national average. The US House of Representatives and Senate have passed differentversions of a six-year renewal of the surface transportation bill, but a finalbill has not yet been passed by both houses or signed into law by the president.  Rinker can give no assurance as to theanticipated level of future US federal or state infrastructure fundinglevels.  Any significant decrease insuch funding levels may negatively affect the Rinker group’s financialperformance and condition where revenues fall and costs do not move tocompensate.

 

**The Rinkergroup could be affected by interest rate fluctuations. If interest rates rise,borrowing costs may be higher and higher interest rates may adversely affectconstruction activity levels.**

 

The Rinker group’s externalborrowings at March 31, 2004 were US$930 million of which, prior to the effectof interest rate swaps, approximately US$ 310 million or 33% was payinginterest at variable rate.  Taking intoaccount around US$ 275 million of variable to fixed rate interest rate swaps inplace at March 31, 2004, the Rinker group’s net variable interest rateborrowings were approximately US$ 35 million or 4% of gross debt.  Accordingly, movements in interest rates mayimpact the Rinker group’s debt servicing obligations and borrowing costs,impacting its financial performance. Rinker estimates that based on the amount of its outstandingindebtedness at March 31, 2004, a 1 % increase in variable interest rates wouldhave had approximately a US$0.4 million adverse impact on the Rinker group’snet profit for the year ended March 31, 2004.

 

An increase ininterest rates may also reduce construction activity levels within both theresidential and commercial segments of the market.  This could have an adverse impact on the Rinker group’s financialperformance where revenues fall and costs do not move to compensate.  Details on interest rate risks are includedin “Item 11 - Quantitative and Qualitative Disclosure about Market Risks.”

 

12

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**The Rinker group has grown significantly through acquisitionsand may be unable to continue its growth by this means if suitableopportunities cannot be identified. The Rinker group’s performance is alsoaffected by its ability to integrate any acquisitions into its existingoperations.**

 

The Rinkergroup has grown significantly in recent years through acquisitions, the mostrecent significant acquisition was of Kiewit Materials Company (“Kiewit”) inSeptember 2002.  A key element of theRinker group’s growth strategy is to continue its acquisition strategy.  The Rinker group’s ability to realizebenefits from future acquisitions depends, in large part, on its ability tointegrate the acquired businesses with its existing operations in a timely andeffective manner.  No assurance can begiven that the Rinker group’s efforts to integrate any future acquisitions willbe successful.  The Rinker group’s acquisitionstrategy also depends on its ability to identify and acquire suitable assets atdesirable prices.  No assurance can begiven that the Rinker group will be successful in identifying or acquiringsuitable assets at acceptable prices in the future.  During the last three fiscal years, approximately two-thirds ofthe Rinker group’s growth in EBIT has been attributable to acquisitions.  To the extent the Rinker group fails to besuccessful in acquiring suitable assets at acceptable prices in the future, itis unlikely to be able to continue to grow its earnings at the same rate as ithas done in the recent past.

 

Rinker may need to pay for allor part of the purchase price for any future acquisitions with its ordinaryshares. These acquisitions and investments, if they were to occur, could have adiluting effect for Rinker’s shareholders and, whether they are paid for incash or Rinker shares, may cause Rinker’s share price to decrease.

 

**The Rinker group may be affected by problems in recentlyacquired businesses. Unforeseen problems may impact future profits.**

 

The Rinkergroup has completed a number of significant acquisitions during recent years asdetailed in “Item 4 – Information on the Rinker group.”  While various forms of warranties andindemnities exist with respect to most of these acquisitions, there can be noassurance that the Rinker group has anticipated all problems of thesebusinesses or that losses associated with these recently acquired businessesmay come to light prior to the expiration of such warranty and indemnityprotections, or that the Rinker group will in all cases be able to enforce suchprovisions against the parties making the indemnities.  If problems arise they may impact the Rinkergroup’s future profit if the Rinker group is required to extinguish unforeseenliabilities or there is significant impairment of assets requiring write downat some future date.

 

**The Rinker group may be subject to competition from existingand new market entrants and products, which could impact future revenues andprofits.**

 

Each market inwhich Rinker group companies operate is highly competitive.  The competitive environment can besignificantly affected by a number of regional factors, such as the number ofcompetitors, production capacity, economic conditions and product demand in therelevant regional market.  The pricing policiesof competitors and the entry of new competitors into the regional markets inwhich Rinker group companies operate can have an adverse effect on demand fortheir products and on their financial performance or condition where revenuesfall and profit margins are reduced.

 

Rinker groupcompanies face competition from alternative products.  For example, Rinker Materials and Readymix pipe products facecompetition from plastic, metal and fiber reinforced cement pipe products inthe smaller diameter size segment of the market.  No assurance can be given that product substitution ofalternative materials for Rinker group products would not have a materialadverse effect on the Rinker group’s financial performance or condition whererevenues fall and profit margins are reduced. In many markets in which the Rinker group operates there are nosignificant entry barriers that

 

13

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would prevent new competitors from entering the market or existingcompetitors from expanding in the market.

 

**Rinker group entities are subject to extensive health,environmental, land use and other governmental laws and regulations, whichcould have an impact on the Rinker group’s future financial performance.**

 

Rinker groupentities are subject to extensive health, environmental, land use and othergovernmental laws and regulations and increasing regulatory compliancerequirements.  Depending on the extentof future regulations that may be enacted, Rinker may be required to invest inpreventive or remedial action, which could be significant, in which case itcould have an adverse impact on the Rinker group’s financial performance andcondition.

 

Land use or zoningrestrictions could also restrict the ability of companies in the Rinker groupto conduct their businesses economically or restrict some activitiesaltogether.

 

Environmentalliabilities, if incurred, could have an adverse impact on the Rinker group’sfinancial performance and condition. Stricter environmental laws and regulations, or stricter interpretationand enforcement of existing laws or regulations, may impose new liabilities onRinker group companies or result in the need for additional investments inpollution control equipment, either of which could result in a decline in theRinker group’s profitability.  Furtherdetails regarding environmental regulation and certain liability issuesaffecting companies within the Rinker group are contained in section “Item 4 –Information on the Rinker group.”

 

**Occupational health and safety risks and regulations may havean impact on future productivity and financial performance.**

 

Rinker groupentities are subject to the operating risks associated with constructionmaterials and other manufacturing and handling risks, including the relatedstorage and transportation of raw materials, products and wastes.  These hazards include storage tank leaks andruptures, explosions, discharges or releases of hazardous substances, manualhandling, exposure to dust and the operation of mobile equipment andmanufacturing machinery.

 

Such operatingrisks can cause personal injury and property damage, and may result in theimposition of civil or criminal penalties. The occurrence of any of these events may have an adverse effect on theproductivity and profitability of a particular manufacturing facility and theoperating results of Rinker group entities through increased costs or reducedoperating flexibility and productivity.

 

Crystallinesilica dust and its control have been identified as an occupational healthissue in Rinker group entities’ operations in Australia and in the US.  Rinker group entities use raw materialscontaining silica in concrete plants, concrete products plants and asphaltplants.  Many quarry products alsocontain silica.  Rinker group entitiesmay face future costs of engineering and compliance to meet new standardsrelating to crystalline silica since regulatory agencies in Australia and theUS are re-examining existing standards and considering stricter exposurelimits.  Rinker group entities cannotreliably quantify future claims related to crystalline silica.  Any future claims could have an impact onthe Rinker group’s profitability.

 

**Labor disputes between Rinker group companies and unionscould disrupt operations that could have an impact on the Rinker group’s futurefinancial performance.**

 

Approximately one-third ofRinker Materials’ employees and half of Readymix employees are members of tradeunions.  These employees are generallycovered by collective bargaining agreements,

 

14

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which periodically come up for renegotiation and renewal.  In the next twelve months, 10 contracts,covering approximately 350 employees, are scheduled to expire in the UnitedStates.  In Readymix, Australia, 21contracts aredue to be renegotiated in the next twelve months covering approximately 782employees.

 

Disputes with trade unionscould lead to strikes or other forms of industrial action that could disruptoperations within the Rinker group, raise costs and reduce Rinker group’srevenues and profits. Any such disruptions to operations within the Rinkergroup may adversely affect the group’s financial performance and conditionthrough increased costs and reduced productivity.

 

**The Rinker group may face potential liability for defectiveproducts, which could have an impact on future profits.**

 

Due to thenature of its operations, claims against Rinker group entities could arise fromdefects in material or products manufactured and/or supplied by Rinker groupentities.  Purchasers and third partiescould make claims against Rinker group entities based on their delivery ofdefective materials or products, or for damage or loss arising from the use ofthese defective materials or products. If any claims of this type are determined against Rinker group entitiesand if the Rinker group’s existing insurance arrangements do not cover theliability, it could have an adverse effect on the financial performance andcondition of the Rinker group due to increased rectification costs or liabilityfor compensation.

 

**Antitrust (trade practices) risks may restrict the Rinkergroup’s business activities and its ability to grow.**

 

Rinker groupentities are subject to antitrust or trade practices laws.  Antitrust or competition considerations mayrestrict business activities within the Rinker group and the ability to growthrough acquisitions or participate in industry rationalization in particulargeographic markets.  This could have anadverse impact on the Rinker group’s financial performance where revenues falland or profit margins are reduced.

 

**Operation and supply failures could have an impact on theRinker group’s future revenues and profits.**

 

Themanufacturing facilities of Rinker group entities could be disrupted forreasons beyond their control.  Thesedisruptions include extremes of weather, fire, natural catastrophes, suppliesof materials, services, energy or fuel, system failures, workforce actions orenvironmental issues.  Any significantmanufacturing disruptions could adversely affect Rinker group entities’ abilityto make and sell products, which could cause revenues and profits todecline.  Details of principalfacilities in the Rinker group are included in “Item 4.D. – Description ofProperty, Plant and Equipment” of this annual report.

 

**Rinker group entities may be required to provide furtherfunds to cover the defined benefit liabilities of those superannuation(pension) funds in which it participates. This may have a negative impact on future profitability.**

 

Superannuation (pension) fundsin which Rinker group entities participate provide both defined benefits andaccumulation benefits.  As disclosedunder “Item 5.H. – Details of defined benefits pension plans,” the deficit ofthe US plans based on unaudited reviews at January 1, 2004 totaled US$20.2million.  These deficits are intended tobe funded progressively by Rinker Materials and all minimum fundingrequirements have currently been satisfied. There is a risk that, in the future, changes in the value of the funds’assets, changes in actuarial determinations of the funds’ liabilities orchanges to government legislation could require Rinker group entities toincrease their current level of contributions to these

 

15

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funds and adversely impact financial performance. Details of Rinkergroup entities’ defined benefit plans are included in “Item 5.H. – Details ofdefined benefits pension plans.”

 

**General risks associated with investing in shares may impactthe value of Rinker shares and ADRs.**

 

The prices of Rinker ordinaryshares and ADRs are subject to many influences that may affect the broad trendin the stock market or the share prices of individual companies.  The price at which Rinker ordinary sharestrade on ASX and at which Rinker ADRs trade on NYSE may be affected by a numberof factors unrelated to the Rinker group’s financial and operating performanceand over which Rinker has no control. Factors such as currency exchange rates,product prices, the level of industrial production, changes in governmentfiscal, monetary and regulatory policy, investor attitudes, stock marketfluctuations in Australia and other stock markets around the world, changes ininterest rates and inflation, and variations in general market or economicconditions could all have an adverse effect on the price of Rinker ordinaryshares and ADRs.

 

#### **E.**              Supplementary Key Information - AustralianDollars

#### ** **

**Currency of Presentationand Exchange Rates**

** **

The Rinker group publishes itsfinancial statements in both US dollars and Australian dollars.  In this annual report, unless otherwisespecified herein or the context requires, references to “US$” or “US dollars”are in United States dollars and references to “A$” or “Australian dollars” areto Australian dollars.  Rinker Materialsmaintains its financial records in US dollars and Readymix maintains itsfinancial records in Australian dollars.

 

For the year ended March 31,2004, over 75% of the Rinker group’s trading revenue was generated by RinkerMaterials in the US.  For the yearsended March 31, 2004, 2003 and 2002, there were virtually no movements ofcurrency between US dollars and Australian dollars that resulted in a materialamount of realized exchange gains or losses. The business activity in Australiais currently generating adequate cash flow and franking credits to service thecurrent level of Australian dollar dividends. As a result, the only impact of changes in the US dollar/Australiandollar exchange rate is one of accounting translation for financial reportingpurposes.  An appreciation of the A$relative to the US$ would be expected to have a favorable impact on the Rinkergroup’s reported US$ results.

 

The directors believe that thebest measure of performance for Rinker Materials in the US and Readymix inAustralia is their respective local currencies in as much as each generates allrevenue and incurs all costs in that local currency.

 

Set out below is supplementaryselected financial data for the Rinker group in Australian dollars.  Selected financial information in US dollarsis set out starting at page 9.

 

The following table setsforth, for each of the Rinker group’s fiscal years indicated and for the mostrecent months, the high, low, average and period-end Noon Buying Rates forAustralian dollars expressed in United States dollars per A$1.00.

 

16

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|                |   | **At Period  End** |   | **Average  Rate(1)** |   | **High** |   | **Low** |   |
|---------------------|--------|--------------------|--------|----------------------|--------|----------|--------|---------|--------|
|                |   |               |   |                 |   |     |   |    |   |
| Year ended March 31 |   |               |   |                 |   |     |   |    |   |
| 2000                |   | 0.6062             |   | 0.6446               |   | 0.6713   |   | 0.6017  |   |
| 2001                |   | 0.4881             |   | 0.5471               |   | 0.6005   |   | 0.4881  |   |
| 2002                |   | 0.5333             |   | 0.5124               |   | 0.5362   |   | 0.4828  |   |
| 2003                |   | 0.6045             |   | 0.5649               |   | 0.6161   |   | 0.5270  |   |
| 2004                |   | 0.7620             |   | 0.7004               |   | 0.7717   |   | 0.6262  |   |
|                |   |               |   |                 |   |     |   |    |   |
| Month of            |   |               |   |                 |   |     |   |    |   |
| December, 2003      |   | 0.7520             |   | 0.7391               |   | 0.7520   |   | 0.7265  |   |
| January, 2004       |   | 0.7625             |   | 0.7708               |   | 0.7805   |   | 0.7520  |   |
| February, 2004      |   | 0.7717             |   | 0.7770               |   | 0.7979   |   | 0.7566  |   |
| March, 2004         |   | 0.7620             |   | 0.7496               |   | 0.7725   |   | 0.7325  |   |
| April, 2004         |   | 0.7210             |   | 0.7443               |   | 0.7677   |   | 0.7198  |   |
| May, 2004           |   | 0.7138             |   | 0.7039               |   | 0.7337   |   | 0.6866  |   |

 

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(1)          The average of the NoonBuying Rates on the last day of each month during the year or the average foreach day of the month as applicable.

 

On June 15, 2004, the NoonBuying Rate was A$1.00 = US$0.6960.

 

The Australian dollar isconvertible into United States dollars at freely floating rates and there arecurrently no restrictions on the flow of Australian currency between Australiaand the United States.

 

#### **F.**              Supplementary Selected Financial Data -Australian Dollars

#### ** **

The following table presentsselected financial data of the Rinker group in Australian dollars. This tableshould be read in conjunction with “Item 5-Operating and Financial Review andProspects,” and the financial statements that are included elsewhere in thisannual report.  See also “Item 3.E. –Supplementary Key Information – Currency of Presentation and Exchange Rates,”for a description of historical US dollar/Australian dollar exchange rates.

 

The statement of financialposition data as of March 31, 2004 and 2003 and statement of financialperformance data for the years ended March 31, 2004, 2003 and 2002 set forthbelow are derived from, and are qualified in their entirety by reference to,the Rinker group’s audited financial statements that are included elsewhere inthis annual report.  The statement offinancial position data as of March 31, 2002 and 2001 and statement offinancial performance data for the year ended March 31, 2001 set forth beloware derived from Rinker group’s audited financial statements that are notincluded elsewhere in this annual report. The statement of financial position data as of March 31, 2000 andstatement of financial performance data for the year ended March 31, 2000 setforth below are derived from the Rinker group’s unaudited accounting recordsfor those periods and have been prepared on a basis consistent with the auditedfinancial statements.  With respect tothe US GAAP selected financial data, information for the Rinker group isprovided for fiscal years 2004, 2003, and 2002 for net profit and for netassets.

 

17

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|                                                                              |   | **As of and  for the year ended March 31**              |       |
|-----------------------------------------------------------------------------------|--------|---------------------------------------------------------|------------|
|                                                                              |   | **A$ in  million  except per share data and employees** | ** ** |
|                                                                              |   | **2004**                                                | ** ** | **2003** | ** ** | **2002** | ** ** | **2001** | ** ** | **2000** | ** ** |
|                                                                              |   | **A$**                                                  | ** ** | **A$** | ** ** | **A$** | ** ** | **A$** | ** ** | **A$** | ** ** |
| **Amounts in accordance with Australian GAAP**                                    |   |                                                    |       |   |   |   |   |   |   |   |   |
| **Statement of Financial Position Data**                                          |   |                                                    |       |   |   |   |   |   |   |   |   |
| Total assets                                                                      |   | 5,469                                                   |       | 6,395 |   | 5,462 |   | 5,804 |   | 3,680 |   |
| Total liabilities                                                                 |   | 2,449                                                   |       | 3,258 |   | 2,907 |   | 3,058 |   | 1,768 |   |
| Contributed equity                                                                |   | 2,286                                                   |       | 2,285 |   | 1,828 |   | 1,865 |   | 1,726 |   |
| Net assets                                                                        |   | 3,020                                                   |       | 3,137 |   | 2,555 |   | 2,746 |   | 1,912 |   |
|                                                                              |   |                                                    |       |   |   |   |   |   |   |   |   |
| **Statement of Financial Performance Data**                                       |   |                                                    |       |   |   |   |   |   |   |   |   |
| Trading revenue                                                                   |   | 5,340                                                   |       | 5,232 |   | 5,041 |   | 4,512 |   | 3,739 |   |
| Operating profit                                                                  |   | 729                                                     |       | 661 |   | 629 |   | 530 |   | 442 |   |
| Profit from ordinary activities before  finance and income tax (“EBIT”) | (5)    | 713                                                     |       | 698 |   | 646 |   | 497 |   | 445 |   |
| Borrowing costs net of interest income  (“finance”)                     |   | (69                                                     | )          | (104 | ) | (124 | ) | (132 | ) | (47 | ) |
| Income tax expense                                                                |   | (216                                                    | )          | (208 | ) | (192 | ) | (143 | ) | (146 | ) |
| Net (profit) loss attributable to outside  equity interests                       |   | (1                                                      | )          | (4 | ) | (1 | ) | 4 |   | — |   |
| Net profit attributable to members of  Rinker                                     | (4)    | 427                                                     |       | 382 |   | 329 |   | 225 |   | 252 |   |
|                                                                              |   |                                                    |       |   |   |   |   |   |   |   |   |
| **Per Share Information**                                                         |   |                                                    |       |   |   |   |   |   |   |   |   |
| Weighted average number of ordinary shares                                        | (1)    | 944.9                                                   |       | 944.7 |   | 944.7 |   | 944.7 |   | 944.7 |   |
| Basic and diluted earnings per share                                              | (2)    | 0.45                                                    |       | 0.40 |   | 0.35 |   | 0.24 |   | 0.27 |   |
| Dividends provided for or paid per share                                          | (3)    | 0.13                                                    |       | 0.02 |   | — |   | 0.21 |   | 0.16 |   |
|                                                                              |   |                                                    |       |   |   |   |   |   |   |   |   |
| **Other**                                                                         |   |                                                    |       |   |   |   |   |   |   |   |   |
| Capital Expenditure - Operating                                                   | (6)    | 257                                                     |       | 140 |   | 187 |   | 164 |   | 122 |   |
| Capital Expenditure – Development                                            | (7)    | 132                                                     |       | 1,065 |   | 294 |   | 1,418 |   | 327 |   |
| Depreciation, depletion and amortization                                          |   | 337                                                     |       | 372 |   | 354 |   | 304 |   | 207 |   |
| Employees at fiscal year end                                                      |   | 13,772                                                  |       | 13,030 |   | 11,354 |   | 11,417 |   | 10,396 |   |
|                                                                              |   |                                                    |       |   |   |   |   |   |   |   |   |
| **Amounts in accordance with US GAAP**                                            |   |                                                    |       |   |   |   |   |   |   |   |   |
| Total assets                                                                      |   | 5,570                                                   |       | 6,352 |   | 5,383 |   |   |   |   |   |
| Net assets                                                                        |   | 2,960                                                   |       | 2,971 |   | 2,407 |   |   |   |   |   |
| Trading revenue                                                                   |   | 5,340                                                   |       | 5,232 |   | 5,041 |   |   |   |   |   |
| Operating profit                                                                  |   | 815                                                     |       | 745 |   | 630 |   |   |   |   |   |
| Net profit attributable to members of  Rinker                                     | (4)    | 498                                                     |       | 459 |   | 328 |   |   |   |   |   |
| Basic and diluted earnings per share                                              | (2)    | 0.53                                                    |       | 0.49 |   | 0.35 |   |   |   |   |   |

 

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(1)          As a result of the demergerfrom CSR, 944.7 million Rinker ordinary shares were listed on the ASX on March31, 2003 (on a deferred settlement basis), prior to being issued on April 11,2003.   Prior to that time Rinker was a100% owned subsidiary of CSR. The weighted average number of ordinary sharesassumes that same number of shares existed throughout the periods statedabove.  During the year ended March 31,2004, Rinker issued 324,700 shares as part of the Employee Universal Share Plan(USP).

 

18

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(2)          For fiscal years 2003, 2002,2001 and 2000, based on the 944.7 million Rinker ordinary shares issued andoutstanding subsequent to the demerger. Diluted earnings per share are equivalent to basic earnings per share asthere are no potentially dilutive securities outstanding for all periods presented.

 

(3)          The dividends were paid toCSR when Rinker was a wholly owned subsidiary. Dividend per share information for fiscal years 2003, 2002, 2001 and2000 has therefore been based on the 944.7 million shares issued andoutstanding subsequent to the demerger.  These amounts are not necessarily representative of the amount thatwould have been paid if Rinker had been a separate publicly listed company.

 

(4)          Income from continuingoperations is the same as net profit attributable to the members of Rinker, andincome from continuing operations per share is the same as basic earnings pershare.

 

(5)          Throughout this annual report“EBIT” means profit from ordinary activities before finance and income tax inaccordance with Australian GAAP.

 

(6)          Operating capital expenditurerepresents capital expenditure required to maintain existing operatingcapabilities.

 

(7)          Development capitalexpenditure represents capital expenditure to acquire businesses, expandoperating capabilities and extend market coverage.

 

## **Item4**                                      Information on the Rinker group

 

Estimates with respect tomarket size information represent the judgment of the management of Rinker,based on records and experience of Rinker and its subsidiaries, as well asinformation available from industry and government publications and othersources.

 

#### **A.**            History and Development of the Rinker group

 

**Background**

 

Rinker (formerly HBMInternational Limited which was formerly CSR Investments Overseas Limited) wasincorporated under the laws of the Commonwealth of Australia on December 23,1987 and operates under the Corporations Act 2001. From incorporation to thedate of the demerger, Rinker operated as a 100% owned subsidiary of CSR,holding principally the CSR group’s non-Australian interests.

 

On March 28, 2003, the FederalCourt of Australia approved the demerger of Rinker from CSR. On March 31, 2003,Rinker ordinary shares commenced trading on the ASX (on a deferred settlementbasis). In accordance with the terms of the demerger, Rinker issued 944.7million ordinary shares on April 11, 2003. For a further summary of the demerger, see “Rinker Group Limiteddemerger from CSR Limited.”

 

The effect of the demergerresulted in Rinker owning the ordinary shares of Rinker Materials and Readymixand becoming a separate company listed on the ASX. Rinker group companies areleading manufacturers and suppliers of heavy building materials in the UnitedStates and Australia. As at March 31, 2004 the Rinker group had total assets ofUS$4,130 million and generated trading revenue of US$3,706 million in the yearended March 31, 2004.

 

Rinker has its registeredoffice at Level 8, Tower B, 799 Pacific Highway, Chatswood, NSW 2067,Australia, telephone (61-2) 9412 6600.

 

**General**

 

Rinker groupcompanies are leading manufacturers and suppliers by revenue of heavy buildingmaterials in the US and Australia, based on published financial data of theRinker group’s competitors.  In the US,Rinker’s subsidiary Rinker Materials is one of the largest producers of heavybuilding materials, also based on published financial data of Rinker Materials’competitors, with its principal operations in Florida and Arizona, andadditional operations in 29 other states. Products include

 

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aggregate, cement, concrete,concrete block, asphalt, concrete pipe, pre-stressed concrete products andpolyethylene pipe. Rinker Materials also has a gypsum wallboard distributionbusiness in Florida.  Since 1998, theRinker group has grown through a number of acquisitions, in particular throughthe following acquisitions by Rinker Materials:

 
| • | American  Limestone Company    |   | US$211  million |   | June 2000       |
|--------|--------------------------------|--------|-----------------|--------|-----------------|
|   |                           |   |            |   |            |
| • | Florida  Crushed Stone Company |   | US$348  million |   | July 2000       |
|   |                           |   |            |   |            |
| • | Kiewit  Materials Company      |   | US$540  million |   | September  2002 |

 

In Australia,Rinker’s subsidiary Readymix is one of the leading producers of aggregate,concrete, concrete pipe and other concrete products, based on Readymix’sknowledge of the industry.  Readymixalso holds substantial joint venture interests in cement and asphaltoperations.  In China, Readymix operatesfour concrete plants in the northern cities of Tianjin and Qingdao.

 

No material divestments havebeen made since 1998. At March 31, 2004 commitments for capital expendituretotaled US$20.4 million.

 

Rinker is not directly orindirectly controlled by another corporation or by any foreign government anddoes not know of any arrangement the operation of which may at a subsequentdate result in a change of control of Rinker.

 

 

The chart above provides anoverview of Rinker group companies’ operations.

 

**Business Strategy**

 

The Rinker group aims to be inthe top quartile of its construction materials industry peers with respect togrowth in revenue, profits and shareholder value and to deliver top quartileshareholder returns.  Rinker groupcompanies’ strategies to achieve these goals include:

 

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*Achieving the number one ornumber two market position in each market served in the US*

* *

The management of Rinkerbelieves that performance is enhanced by holding the number one or number twoposition by market share in terms of revenue in all of the markets it serves.Rinker group companies have applied this strategy in most of theiracquisitions.  A substantial portion ofits revenue is now generated in markets where it has leading positions.  If this objective is not met after specificplans to achieve it have been implemented, the relevant business may beconsidered for divestment.

 

*Overall cost leadership*

* *

Companies in the Rinker groupaim to hold cost leadership positions in the majority of their markets.  Rinker group companies aim to instill aculture of continuous improvement through the benchmarking of performanceagainst competitors as well as the implementation of operational improvementprojects.  Businesses within the Rinkergroup have a track record of generating significant cost savings with totalestimated savings from these initiatives for the year ended March 31, 2004 ofUS$62 million.

 

*Continued growth throughacquisitions*

* *

Rinker has grown significantlyin recent years through regional and bolt-on acquisitions (acquisitions ofcompanies which thereafter share existing administration, supply anddistribution arrangements).

 

The Rinker group’s acquisitiongrowth strategy is to:

 

•                  Holdor develop the number one or number two positions by market share in terms ofrevenue, in each region, with a focus on Rinker Materials’ growth in US stateswhere population growth is above the national average;

 

•                  Focuson the acquisition of quarry operations in new regions with the acquisition ofintegrated operations considered on a case by case basis;

 

•                  Consideracquisitions, such as concrete and asphalt, to create vertically integratedoperations, in markets where Rinker group companies have quarry operations; and

 

•                  Considersmall, value adding expansion opportunities in Australia and China, and inconcrete pipe and products in the US.

 

Rinker Materials is expectedto use its regional presence in the south east and western US to pursue bolt-onacquisitions with the current objective of investing an average of US$200million a year on acquisitions.

 

*A safe workplace*

* *

Rinker group companiesrecognize that good safety performance is an integral part of good businessperformance. The Rinker group is focused on improving the safety of itscompanies’ workplaces in the interests of all stakeholders. Rinker group companies’ policies andapproaches to managing health and safety are based on the key principles ofmanagement accountability, personal responsibility and training.

 

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#### **B.**            Business Overview

#### ** **

**1.     Introduction**

 

Business segments are reportedalong geographic lines (Rinker Materials in the United States and Readymix inAustralia and China) and within the United States, along product lines.  The business segments for Rinker Materialsare Aggregate; Cement; Concrete, concrete block and asphalt; Concrete pipe andproducts; and Other.  Readymix is onesegment.  These segments are the same asthose used for internal management as the basis for making decisions regardingthe allocation of resources.

 

**Rinker Materials businesssegments:**

 

•                  **Aggregate**: Rinker Materials extracts aggregate, which is crushed and sized fordelivery to customers, primarily for use in the production of concrete,roadbase and asphalt.  Rinker Materials’principal operations are in Florida and Arizona.  Overall, Rinker Materials is the fifth largest supplier of aggregatein the US, based on US Geological Survey production output data, with 93 quarries,sand and aggregate plant operations. Rinker Materials is a market leader, asmeasured by production, in Florida and Arizona.  Rinker Materials produced about 94 million tons of aggregate forthe year ended March 31, 2004. For the year ended March 31, 2004, RinkerMaterials’ estimated end markets for aggregate by trading revenue were aboutequally divided among residential, commercial and civil construction.

 

**•****                  Cement**:  Cement is produced through a highly capitalintensive process with limestone as the major raw material.  Rinker Materials is the leading cementsupplier in Florida in terms of volume sold, based on the Portland CementAssociation’s production output statistics collected for the industry, operatingtwo plants, which produced about 1.9 million tons for the year ended March 31,2004.  Rinker Materials also has twostrategically located cement import terminals in Florida, which imported 2.0million tons for the year ended March 31, 2004.  For the year ended March 31, 2004, Rinker Materials’ estimatedexternal end markets for cement by trading revenue were about 65% residential,30% commercial and 5% civil construction.

 

•                  **Concrete, concrete block and asphalt**:  Rinker Materials produces concrete bycombining cement, aggregate, water and additives in batch plants for deliveryto customers’ sites in mixer trucks. Rinker Materials produced about 15 million cubic yards of concrete forthe year ended March 31, 2004. Rinker Materials is a market leader in Florida,Arizona and Nevada, based on Rinker Materials’ knowledge of the industry, andoperated a total of 141 concrete plants at March 31, 2004.  For year ended March 31, 2004, RinkerMaterials’ estimated end markets for concrete by revenue were about 65%residential, 25% commercial and 10% civil construction.

 

RinkerMaterials produced around 160 million units of concrete block for the yearended March 31, 2004.  Concrete block isused for residential and commercial building. Rinker Materials’ concrete blockoperations are principally located in Florida and Nevada, where it was themarket leader in terms of production for the year ended March 31, 2004, basedon Rinker Materials’ knowledge of the industry.

 

RinkerMaterials also produces asphalt, which is used for roads, highways and airportswith plants located in Arizona, northern California, Oregon and Washingtonstate.

 

•                  **Concrete pipe and products**:  Concrete pipe is produced by insertingconcrete into a mold, which is subsequently removed.  Rinker Materials, through its subsidiary, Hydro Conduit, is oneof the leading suppliers of reinforced concrete pipe and pre-cast concreteproducts in the United States, based on Rinker Materials’ knowledge of theindustry, with production of around 3.3 million

 

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tons for theyear ended March 31, 2004 from 51 plants located in 22 states.  Hydro Conduit’s principal product isconcrete pipe, which is used for storm water transmission, sewerage andirrigation.  For the year ended March31, 2004, Hydro Conduit’s estimated end markets by trading revenue were about40% residential, 20% commercial and 40% civil construction.

 

•                  **Otherbusinesses**:  Rinker Materials’ other businessesinclude gypsum supply, pre-stressed concrete products and polyethylene pipeoperations.

 

**Readymix:**

 

In Australia,Readymix operates a vertically integrated heavy building materials businesswith leading market positions, based on Readymix’s knowledge of theindustry.  As at March 31, 2004,Readymix had 378 operating plants including 85 quarries and sand mines, 247concrete plants and 17 concrete pipe and product plants.  Concrete pipes and products are produced byReadymix’s Humes business.

 

Readymix also holds a 25%interest in Australia’s largest cement manufacturer, Cement Australia Pty Ltd,which has the capacity to produce around three million tonnes of cement a yearfrom three plants in Gladstone, Queensland; Railton, Tasmania; and Kandos, NewSouth Wales.  Cement Australia PtyLimited was formed on June 1, 2003 with the merger of Australian CementHoldings (50% Readymix, 50% Hanson Australia Pty Ltd) and Queensland CementLimited (“QCL”) (a 100% owned Holcim Ltd subsidiary).

 

**Rinker group tradingrevenue**:

 

The table below sets out theRinker group’s trading revenues by segment for the fiscal years 2004, 2003, and2002: 

 
|                                |   |                         |       | **2004**                      |       | **2003**  |       | **2002**  |       |
|-------------------------------------|--------|------------------------------|------------|-------------------------------|------------|-----------|------------|-----------|------------|
|                                |   |                         |       | **Amounts in  US $ millions** |       |
| **Rinker Materials, United States** |   | Aggregates                   |       | 803                           |       | 626       |       | 489       |       |
|                                |   | Cement                       |       | 377                           |       | 327       |       | 312       |       |
|                                |   | Concrete,  block and asphalt |       | 1,365                         |       | 1,010     |       | 771       |       |
|                                |   | Concrete  pipe and products  |       | 421                           |       | 437       |       | 484       |       |
|                                |   | Other                        |       | 411                           |       | 397       |       | 401       |       |
|                                |   | Eliminations(1)              |       | (509                          | )          | (414      | )          | (354      | )          |
|                                |   | Total Rinker  Materials      |       | 2,868                         |       | 2,383     |       | 2,103     |       |
| **Readymix, Australia and China**   |   |                         |       | 839                           |       | 573       |       | 474       |       |
| **Total Rinker group**              |   |                         | ** ** | **3,706**                     | ** ** | **2,956** | ** ** | **2,577** | ** ** |
|                                     |        |                              |            |                               |            |           |            |           |            |  |

 

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(1)   Eliminations representinternal revenue derived from sales by Aggregates and Cement to other segmentswithin Rinker Materials, eliminated on consolidation.

 

Volumes forall market segments are sensitive to weather conditions, although historically seasonalpatterns have not greatly impacted financial results.  In the United States, most operations of Rinker Materials arelocated in regions with relatively mild climates and normal weather patternsthat have historically resulted in only slightly higher activity during thefirst half of the fiscal year (April –

 

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September) than the second half(October – March).  In Australia,although construction activity slows during the traditional summer holidayperiod during the months of December and January, this is largely offset byincreased volumes during February and March which are historically very busymonths.

 

**2.     MajorAcquisitions**

 

**Kiewit**

 

OnSeptember 26, 2002, Rinker Materials acquired Kiewit for US$540 million(net of cash).  Kiewit has significantoperations in aggregates, concrete and asphalt in Arizona, representing over75% of Kiewit revenue for the fiscal year 2004.  Other regions in which Kiewit operates include Oregon, Washingtonstate and northern California.  Theseoperations market to a wide variety of customers including highway contractors,commercial, industrial and residential contractors, public works contractors,wholesalers and retailers of decorative rock products, interstate railroads andmanufacturers of concrete block products.

 

Similar toRinker Materials’ other operations, former Kiewit businesses’ operating resultsare primarily impacted by the level of construction activity in theresidential, commercial and civil segments of the construction materialsmarkets where it operates. Rinker Materials estimates that about 50% ofKiewit’s revenue was derived from residential construction, 25% from commercialconstruction, and 25% from civil construction during fiscal year 2004.

 

Kiewit’sresults since it was acquired by Rinker Materials are discussed in “Item 5.A. -Management discussion and analysis of the financial results.”

 

***Prior acquisitions***

 

The RinkerMaterials operations that exist today were built on the substantial integratedquarrying, concrete and cement business in Florida acquired in 1988.

 

Since 1988,Rinker Materials has made a series of significant acquisitions in addition toKiewit:

 

•                  In 1990, itacquired the aggregate, concrete, asphalt and concrete pipe subsidiaries of ARCAmerica Corporation for US$650 million;

 

•                  In June and July2000, it acquired American Limestone Company and Florida Crushed Stone Company,for US$211 million and US$348 million respectively.

 

**3.     UnitedStates industry overview**

 

Based on data compiled by Dodge, a division of the McGraw-HillCompanies, the US construction and building market was estimated to have beenabout US$496 billion in calendar year 2003 (about 4.7% of the US gross domesticproduct).  Dodge figures are based onthe ‘put-in-place’ value of contracts for new construction projects and includethe cost of all types of building and construction materials, some of which arenot produced by Rinker Materials, and the cost of labor.  ‘Put-in-place’ figures provided by Dodge arebased on data Dodge collects at the time of the contract award and allocatedover the course of the performance of the contract.

 

Theconstruction materials industry primarily operates on a regional basis due tosignificant transportation costs and low value products.

 

The regionalmarkets for Florida and Arizona are particularly important to Rinker Materials,representing about 50% and 15% of its trading revenue, respectively, for theyear ended March 31, 2004.

 

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Based on industry and Federal Government statistics, both these marketsshow high levels of activity and growth compared to national averages.

 

Theconstruction materials industry comprises three major segments: residential,commercial (non-residential) and civil (non-building).  Residential construction includes single andmulti-dwelling residential housing. Commercial construction includes office buildings, hotels, shopping malls,sports stadiums, education facilities and hospitals.  Civil construction involves the construction of roads, highways,bridges, dams as well as many other infrastructure projects.  For calendar year 2003, Dodge estimates thatthe total value of new construction contracts in the US was residential 55%,commercial 29% and civil 16%.  The civilconstruction activity has been influenced heavily by the Transportation EquityAct for the 21st Century.

 

Theconstruction market is generally cyclical but with a general upward trend.  Based on Dodge estimates, the total value ofnew construction contracts grew by an annual growth rate of 6.7% betweencalendar years 1993 and 2003. Based on Dodge estimates, the total value of newconstruction contracts in Florida increased by an annual growth rate of 9.4%between calendar years 1993 and 2003 and 8.6% in Arizona in the same period.

 

The keyfactors impacting on construction and building activity in the US include:

 

•      Populationgrowth;

 

•      Economicgrowth;

 

•      Governmentinfrastructure spending;

 

•      Interestrates; and

 

•      Businessand consumer confidence.

 

**4.     Australianmarket overview**

 

The Australianconstruction materials market is a mature and cyclical industry.  For the year ended December 31, 2003, theAustralian Bureau of Statistics estimates that total construction and buildingindustry spending was A$75 billion, equivalent to US$52 billion.  This comprised expenditure on constructionmaterials such as aggregate, concrete and cement but includes other buildingmaterials such as clay bricks, roofing, plasterboard and aluminium doors andwindows.

 

Based onAustralian Bureau of Statistics estimates, total Australian construction andbuilding market spending increased by an annual growth rate of 4% between theyears ended December 31, 1992 and December 31, 2003.  The market segments are similar to those categorized for the USmarket, namely residential, commercial and civil.  For the year ended December 31, 2003, the Australian Bureau ofStatistics estimates that total construction spending by segment was about 45%for residential, 21% for commercial and 34% for civil.

 

Over the lastthree fiscal years activity in the residential segment has been influenced bytaxation and government housing initiatives. GST introduced in July 2000 had asignificant impact on activity prior to its introduction (supplemented in theSydney market by the 2000 Olympic Games) but resulted in an oversupply and aweaker residential market for the subsequent year.  Falling interest rates and the introduction of the AustralianFederal Government’s First Home Owners Grant led to an increase in residentialcommencements in the latter half of fiscal year 2002 and has continued throughfiscal year 2003 and 2004.

 

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The commercial segment of theconstruction market has continued to strengthen during the current fiscal year2004 compared to fiscal year 2003. According to the Australian Bureau of Statistics total spending in thecommercial segment has grown from US$8.1 (A$14.3) billion in the year endedDecember 31, 2002 to US$10.4 (A$14.9) billion in the year ended December 31,2003.  Spending in the year to December2001 was estimated at US$6.4 (A$12.5) billion.

 

Civil construction inAustralia is largely dependent on government infrastructure programs.  According to the Australian Bureau ofStatistics spending in the civil segment has risen from US$12.8 (A$22.7)billion in the year ended December 31, 2002 to US$17.8 (A$25.5) billion in theyear ended December 31, 2003.  Spendingin the year to December 2001 was estimated at US$9.4 (A$18.5) billion.

 

For the year ended March 31,2004 there was a continued increase in expenditure in the residential segment,as well as the commercial and civil segments, which has positively impacted theAustralian construction market.  Therecovery in the civil segment over the next two years is largely dependant on anumber of approved public and private infrastructure projects that have nowcommenced.  These projects include theChatswood to Parramatta train line in Sydney, the Sydney Cross City Tunnel andthe Western Sydney Orbital motorway already started, and others which areapproved but not yet in progress, including the Lane Cove Tunnel in Sydney andthe Mitcham-Frankston freeway in Victoria which has yet to be approved.

 

**5.     Rinker Materials**

** **

**Rinker Materials business segments as at March 31, 2004**

 

****

 

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**i.      Aggregate**

 

*Overview*

* *

RinkerMaterials is the fifth largest supplier of aggregate by volume in the US, basedon US Geological Survey statistical data, with operations principally in thesoutheast (Florida, Georgia, Tennessee and Kentucky) and the western US states(Arizona, Nevada, Oregon, Washington state and northern California).  In total, Rinker Materials supplied about 94million tons of aggregate for the year ended March 31, 2004.

 

In Florida, Rinker Materialsis the market leader, based on Rinker Materials’ industry knowledge, by volumesold, with a market share estimated to be about 40% for the year ended March31, 2004.  Rinker Materials is also themarket leader, by volume sold, in Arizona.

 

*Sales*

* *

RinkerMaterials’ aggregate operations are often integrated with Rinker Materials’downstream concrete and asphalt operations with over one-third of RinkerMaterials’ aggregate production supplied for use in Rinker Materials’manufacture of concrete, concrete block, asphalt and other products.  The balance is supplied to otherconstruction companies primarily for the production of concrete, asphalt androadbase.  Rinker Materials’ productsare generally supplied at a local level directly to a large number ofunaffiliated customers that are generally the end users.  Rinker Materials has no material long-termsupply contracts for aggregate other than supply contracts to specificconstruction projects that have been generally subject to a competitive tenderprocess.  These are typically made onthe basis of competitive prices in each market area.  For the year ended March 31, 2004, Rinker Materials’ estimatedend markets for aggregate by trading revenue were about evenly distributedamong residential, commercial and civil construction.

 

Crushed stone and sand arelargely commodity products.  The basisof competition is as the lowest cost delivered supplier into the market.  Distribution logistics are very important,requiring a strong transport and distribution network.

 

Rinker Materials’ majorcompetitors are: Florida Rock Industries, Tarmac Limited (Titan CementCompany), Vulcan Materials Company, Martin Marietta Materials, and HansonBuilding Materials America, as well as smaller competitors who compete incertain regions.

 

*Facilities, reserves anddistribution*

* *

Aggregate (sand, gravel, andcrushed stone) is used for roads, civil construction and building projects andas a raw material in the production of concrete, concrete block andasphalt.  Aggregate production involvesextracting quarry material that is then crushed and sized.  The product is then distributed by truck orrail.  The choice of aggregate for aparticular purpose also depends largely on the local geology oravailability.  As aggregate is expensiveto transport relative to its price, the cost of transport will generally limitthe availability of aggregate to what is readily accessible in the localarea.  In Florida, aggregate istransported greater distances than in other states due to construction gradeaggregate only being available in certain areas of the state.  This is primarily achieved using anextensive railway network serving the entire east coast of Florida and intocentral Florida.  For example, RinkerMaterials’ FEC quarry near Miami in southern Florida, transports aggregate upto Jacksonville in northern Florida.

 

As at March 31, 2004, RinkerMaterials operated 93 quarries, sand and aggregate plant operations located in15 states.  The majority of these arelocated in Florida (14), Tennessee (10), Arizona (30) and Washington state(12). Rinker Materials’ total estimated aggregate reserves as at March 31,2004, were

 

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2,965 million tons.  At currentextraction rates, reserves in the aggregate are equivalent to more than 30years’ sales.  Certain locations,however, are subject to more limited reserves.

 

**RinkerMaterials’ estimated aggregate reserves as at March 31, 2004**

 
| **Reserve**     |   | **Volume**          |   |
|-----------------|--------|---------------------|--------|
|            |   | **(million  tons)** |   |
| Limestone       |   | 1,610               |   |
|            |   |                |   |
| Hard rock       |   | 665                 |   |
|            |   |                |   |
| Sand and gravel |   | 690                 |   |
|            |   |                |   |
| **Total**       |   | **2,965**           |   |

 

Estimates of reserves are ofrecoverable stone, sand and gravel of suitable quality for economic extraction,based on drilling, studies and mine plans reviewed annually by Rinkergeologists and engineers, recognizing reasonable economic and operatingrestraints as to maximum depth of overburden and aggregate excavation.

 

**ii.    Cement**

 

*Overview*

* *

Rinker Materials operates inFlorida where it is a leading cement supplier by volume, based on PortlandCement Association data on supplier output. For the year ended March 31, 2004, Rinker Materials produced about 1.9million tons of cement and imported 2.0 million tons of cement through twostrategically located terminals.  RinkerMaterials supplies grey and white cement and a range of special products.  Rinker Materials estimates the total Floridacement market to be about 10.3 million tons a year.

 

*Sales*

* *

Rinker Materials suppliescement to its concrete businesses as well as to external pre-mix, masonry andpre-cast concrete producers and building supply companies.  For the year ended March 31, 2004, about 40%of Rinker Materials’ cement production was sold internally.

 

Rinker Materials manages itscement business by fully utilizing its own cement production capacity andsupplying any additional demand from imports and purchasing cement from otherdomestic producers.

 

For the year ended March 31,2004, Rinker Materials’ estimated external end markets for cement by tradingrevenue were about 65% residential, 30% commercial and 5% civil construction.

 

Rinker Materials’ competitors’positions in Florida have changed significantly during the past threeyears.  Tarmac America has been acquiredby Titan Cement Company and Southdown by Cemex.  The Eastern Cement terminal on the west coast of Florida has beenacquired by Schwab and Florida Rock has acquired the LaFarge import terminalson the west coast of Florida.  Domesticand import capacity has also increased with both Florida Rock Industries andVotorantim (Suwanee) recently constructed new Florida cement plants.  Titan Cement Company is building a new cementimport terminal on the west coast of Florida in Tampa and are also upgradingtheir Miami capacity.  Rinker Materials’major competitors in cement are Cemex, Lehigh, Titan, and Florida RockIndustries.

 

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*Facilities and distribution*

* *

The production of cement is ahighly capital intensive business.  Theproduction process starts by crushing limestone aggregate.  The crushed limestone aggregate and otherraw materials, depending on the type of cement to be produced, are fed into agrinding process, which mixes the various materials more thoroughly and reducesthem further in size in preparation for the kiln.  In the dry process, the raw materials are calcined or processedat a very high temperature in the kiln to produce clinker.  Clinker is the intermediate product used tomanufacture cement.  Finally, clinkerand gypsum are fed into a cement grinding mill where they are ground intoextremely fine powder to produce finished cement.

 

Rinker Materials has twocement plants, located in Miami and Brooksville in Florida.  The Miami plant was upgraded andcommissioned in 2000 for a total cost of US$150 million, which increased annualcapacity from 0.6 million tons to about 1.2 million tons.  The Brooksville plant was acquired in 2000as part of the Florida Crushed Stone acquisition and has an annual capacity ofabout 0.8 million tons.  Both cementplants are located adjacent to quarries owned and operated by Rinker Materialsthat provide the limestone raw material. The estimated limestone reserves owned by Rinker Materials exceed thecurrently anticipated life of the plants. Both plants are dry process technology operations that utilize modernenergy efficiency and emission control systems.  The plants source electricity from local utilities atstate-regulated prices.

 

The cement produced isdelivered to concrete plants and other concrete product manufacturingfacilities, normally within a radius of about 125 miles, by bulk cement tankersor in bagged form.

 

Rinker Materials imports alarge volume of cement (fiscal year 2004, 2.0 million tons) through cementimport terminals located at Port Everglades in southeastern Florida and PortCanaveral in central Florida.  Cement issourced primarily from Europe and South America on contracts that expireannually.  One contract allows for twoadditional annual periods of supply.

 

**iii.   Concrete, blockand asphalt**

 

*Overview*

* *

Rinker Materials producedabout 15 million cubic yards of concrete in the year ended March 31, 2004, from141 concrete plants.  In Florida, RinkerMaterials’ concrete operations are integrated with its cement and aggregateoperations, providing it with a number of supply advantages.  Overall, Rinker Materials is the marketleader in Florida with an estimated total market share by volume sold in theyear ended March 31, 2004 of more than 30%, based on Rinker Materials’ industryknowledge.  Rinker Materials also heldmarket leadership positions, by volume sold, in Arizona and Nevada in the yearended March 31, 2004.

 

In concrete block, RinkerMaterials produced about 160 million units for the year ended March 31, 2004,that was used for residential and commercial building.  Rinker Materials’ concrete block operationsare principally located in Florida where it was the market leader in terms ofvolumes sold in the year ended March 31, 2004, based on Rinker Materials’industry knowledge.

 

Rinker Materials also producesasphalt, which is used for roads, highways and airports with plants located inArizona, northern California, Oregon and Washington state.

 

*Sales and facilities*

* *

As at March 31, 2004, RinkerMaterials operated 141 concrete and 23 concrete block plants, with a deliveryfleet of over 2,400 company owned vehicles. These plants are located in Arizona, California,

 

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Florida, Nevada, New Mexico, Oregon, Tennessee and Washingtonstate.  Of the 141 concrete plants, 69are in Florida and 48 in Arizona.

 

Concrete is produced bycombining cement, aggregate, water and additives in a batch plant for deliveryto the customer’s site in a mixer truck. For the year ended March 31, 2004, Rinker Materials’ estimated endmarkets for concrete by trading revenue were about 60% residential, 30%commercial and 10% civil construction. Rinker Materials’ concrete operations provide a full range of productsto meet a number of applications, including reinforced slabs for residentialconstruction, high strength concrete for high rise structures and flowable fillconcrete for back filling trenches.

 

Concrete block is manufacturedin factories by a continuous process of combining cement and aggregate rawmaterials, which are molded and cured into required dimensions.  Delivery to customers takes place on trucks,which usually have on-board material handling equipment to permit the driver tounload at the job site.  Concrete blockcustomers are primarily residential and commercial building companies.

 

Rinker Materials alsomanufactures and sells hot-mix asphalt products.  These are a mixture of aggregate and asphalt oil made to thecustomer’s specification in a batch plant. Rinker Materials produced about 4.4 million tons of asphalt for the yearended March 31, 2004.  All asphaltoperations are vertically integrated with Rinker Materials’ aggregatebusinesses.  In most instances theasphalt plants are located on the site of a Rinker Materials’ quarry, offeringsignificant synergies both in raw material supply and management andadministration resources.  Asphalt issold to road contractors for the construction of highways, driveways andparking lots and directly to state and local authorities.

 

In concrete, the maincompetitors are a combination of large publicly listed companies and a numberof small privately held regional companies.  In asphalt, competitors vary between regional markets, includinglarge public companies such as Vulcan and Granite Construction, but ofteninclude smaller local operations.

 

**Concrete, concrete block and asphalt plantsas at March 31, 2004**

 
|       |   | **Number of  plants** |       |
|------------|--------|-----------------------|------------|
|       |   | **Concrete**          |       | **Concrete  block** |   | **Asphalt** |   | **Total** |   |
| Florida    |   | 69                    |       | 21 |   | 0 |   | 90 |   |
|       |   |                  |       |   |   |   |   |   |   |
| Arizona    |   | 48                    |       | 0 |   | 12 |   | 60 |   |
|       |   |                  |       |   |   |   |   |   |   |
| Nevada     |   | 9                     |       | 1 |   | 0 |   | 10 |   |
|       |   |                  |       |   |   |   |   |   |   |
| Washington |   | 3                     |       | 0 |   | 6 |   | 9 |   |
|       |   |                  |       |   |   |   |   |   |   |
| Tennessee  |   | 5                     |       | 0 |   | 0 |   | 5 |   |
|       |   |                  |       |   |   |   |   |   |   |
| California |   | 5                     |       | 0 |   | 1 |   | 6 |   |
|       |   |                  |       |   |   |   |   |   |   |
| New Mexico |   | 0                     |       | 1 |   | 0 |   | 1 |   |
|       |   |                  |       |   |   |   |   |   |   |
| Oregon     |   | 2                     |       | 0 |   | 1 |   | 3 |   |
| **Total**  |   | **141**               | ** ** | **23** | ** ** | **20** | ** ** | **184** |   |

 

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**iv.    Concrete pipe andproducts**

 

*Overview*

* *

RinkerMaterials’ concrete pipe and products business, held through its 100% ownedsubsidiary, Hydro Conduit, is one of the largest producers by volume ofreinforced concrete pipe and concrete products in the US in the year endedMarch 31, 2004, with a market share in excess of 20% based on Rinker Materials’industry knowledge.  Hydro Conduit’sproducts are primarily concrete pipe, concrete box and other pre-cast productsused for storm water transmission, sewerage and irrigation.  Auxiliary products include manholes,drainage structures and storm water pollution prevention devices.  Rinker Materials has progressively expandedHydro Conduit’s geographic presence since its acquisition in 1990 with a seriesof small bolt-on acquisitions and investment in new plant and equipment toexpand production capacity.

 

Since 2000, acquisitions haveincluded the concrete pipe and pre-stress businesses of Wilson Concrete(Nebraska, Kansas, Iowa), Leppert (Indiana), Southern Culvert (Florida),Dura-Crete (Ohio, Indiana), Bay Pipe (Texas) and US Concrete Pipe (Ohio).  In addition, Hydro Conduit acquired theremaining 50% joint venture interest of its partner in five concrete pipeplants in the New England region.

 

*Sales*

* *

Salesdemand is driven by the construction of roads and highways, residential andcommercial developments and airports. Hydro Conduit’s primary customers are general and utility contractorsthat provide services for federal, state and local government agencies andprivate developers.

 

In most markets RinkerMaterials competes with other large companies, including Hanson, CRH plc, RMCGroup and The Cretex Companies, Inc. Despite substantial consolidation in recent years, the industry remainsfragmented and localized, with over 100 producers operating more than 300plants.  High freight costs fortransporting concrete pipe limit most markets to a radius of about 150 milesfrom the plant site.  On a nationalbasis Hanson is Hydro Conduit’s principal competitor.  In addition, producers of alternative plastic, metal, and fibercement pipe products compete with Hydro Conduit particularly in the market forsmall diameter pipes.

 

For the year ended March 31,2004, Hydro Conduit’s estimated end markets by trading revenue were about 40%residential, 20% commercial and 40% civil construction.

 

*Facilities*

* *

HydroConduit manufactures concrete pipe primarily using the dry cast, packerhead andwet cast processes.  In the dry castmanufacturing process, a dry formulation of concrete is introduced into a mold.  The concrete is then compacted by an intensemechanical vibration.  The mold isimmediately stripped from the product and is reused repeatedly throughout theproduction run.

 

In the packerhead method, avertical mold is filled with a dry formulation of concrete.  A revolving trowel packs the concrete outwardagainst the mold, while simultaneously forming the inside wall of thepipe.  As with the dry process, the moldis stripped and reused.  In the wet castprocess wet concrete is introduced into a mold.  Unlike the dry and packerhead methods, the product remains in themold until sufficient strength has developed in the concrete to allow the moldto be removed.

 

As at March 31, 2004, HydroConduit operated 51 concrete pipe and product plants.  A program of plant upgrades and replacements over the past five yearshas allowed Hydro Conduit to reduce its cost structure through the benefits ofmore modern technology and economies of scale.

 

31

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**v.     Otherbusinesses**

 

*Gypsum supply*

* *

During the period 1992 to1996, Rinker Materials acquired several wallboard distributors in Florida,becoming one of the state’s leading distributors of gypsum wallboard, based onRinker Materials’ industry knowledge. Rinker Materials also acquired Dierco Supply, a ceiling tile and insulationdistributor.

 

As at March 31, 2004, RinkerMaterials had 30 gypsum supply outlets in Florida (26), North Carolina (1),South Carolina (1), Tennessee (1), and Alabama (1).  An export operation in Miami ships its products to the Caribbean,and Central and South America.

 

Rinker Materials’ principalcompetitor in gypsum supply is L&W Supply, owned by USG Corporation.

 

*Pre-stressed concrete products*

* *

As at March 31, 2004, RinkerMaterials operated 9 pre-stressed concrete products plants across seven states.  Based on Rinker Materials’ industryknowledge, it is one of the leading producers in the US.  Products include bridge beams, supportstructures, and commercial and industrial building panels.  During March 2004 Rinker Materials disposedof two Pre-stress businesses at Lafayette, Indiana and Henderson, Kentucky fora total consideration of US$4.3 million.

 

Major customers includegeneral and utility contractors that provide services for federal, state andlocal government agencies and private developers.  Pre-stress competitors include a large number of regionalmanufacturers.

 

*Polyethylene pipe*

* *

As at March 31, 2004, RinkerMaterials operated six high-density polyethylene pipe plants in fivestates.  Pipe is manufactured byextruding polyethylene resin in different diameters, wall thickness and shapesto meet customer specifications.  RinkerMaterials makes and sells polyethylene pipe for water, industrial, natural gasdistribution, oil and gas gathering and duct applications.  The polyethylene pipe market is dominated byone major competitor, Performance Pipe, owned by Chevron Phillips ChemicalCompany LP, which is owned equally by Chevron Texaco Corporation and ConocoPhillips.

 

Rinker Materials also ownsPipe Liners Inc, which owns the US rights for the manufacture of U-LinerTM.  This product enables the in-situ relining ofageing underground sewer and other pipelines without the need to digtrenches.  The U-LinerTMrehabilitation process is licensed to installers throughout the US.

 

**6.     Readymix**

** **

Readymix operates a verticallyintegrated heavy building materials business in Australia, with about 30% ofaggregate production used internally in the concrete, asphalt and concrete pipebusinesses, which also sources about 75% of their cement requirements on the eastcoast of Australia from the Cement Australia joint venture.  Operations and investments include theproduction of aggregate, concrete, cement, asphalt and reinforced concrete pipeand products.  Readymix subsidiariesoperate concrete businesses in Tianjin and Qingdao, China.  Readymix has been involved in the supply ofheavy building materials in Australia, initially through CSR, since 1965 whenit and Blue Metal Industries Limited jointly

 

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acquired Ready Mixed Concrete Limited. In 1981, the operations of Ready Mixed Concrete were divided betweenReadymix and Blue Metal Industries.

 

Readymix (through itspredecessor) has made a series of acquisitions to expand into new products:

 

•                  In1974, it entered the cement industry in a joint venture with Pioneer ServicesLimited (since acquired by Hanson), with the acquisition of Australian CementHoldings Pty Limited (“ACH”);

 

•                  In1988, it acquired the reinforced concrete pipes and other concrete products businessof Humes Limited;

 

•                  In1989, ACH purchased Goliath Cement of Tasmania;

 

•                  In1994, CSR established a joint venture in Tianjin, China.  In June 2003, Readymix increased itsownership to 99% with 100% rights to profits and assets in this concrete business.

 

•                  In1996, CSR and Mobil Oil formed a new road surfacing joint venture to becomeEmoleum (in which CSR’s 50% interest was transferred to Readymix on March 1,2003); and

 

•                  InJune 2003, ACH merged with QCL to form Cement Australia Pty. Ltd.  In addition, on June 2, 2003, Readymixacquired three aggregate operations and six concrete plants from a subsidiaryof the newly merged company.

 

 

Including joint ventures,Readymix operated 389 plants in Australia and four in China at March 31,2004.  An overview of Readymix’s currentorganization structure is provided in the above chart.

 

**i .     Aggregate**

 

Based on Readymix’s knowledgeof the industry, Readymix is one of the leading suppliers of aggregate inAustralia, producing a range of gravel, road pavement materials and,manufactured and natural sand.  Readymixoperates in all mainland states and territories in Australia.  In the year ended

 

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March 31, 2004, Readymix produced in excess of 25 million tonnes ofaggregate.  As at March 31, 2004Readymix had estimated aggregate quarry reserves of about 1.0 billion tonnes,with an average reserve life estimated to be over 44 years at current usagelevels.  Certain locations are subjectto more limited reserves.  Estimates ofreserves are of recoverable stone, sand and gravel of suitable quality foreconomic extraction, based on drilling, studies and mine plans by Rinkergeologists and engineers, recognizing reasonable economic and operating restraintsas to maximum depth of overburden and aggregate excavation.

 

The Australian market foraggregate was estimated to have been over 90 million tonnes in the calendaryear 2003, generating in excess of US$1.7 billion (A$2.4 billion) inrevenue.  Readymix’s quarry operationsare highly integrated with about 30% of aggregate volumes sold internally inthe year ended March 31, 2004.  For theyear ended March 31, 2004, Readymix’s estimated aggregate end use markets were33% residential, 28% commercial and 39% civil construction.  Readymix’s major competitors are Boral andHanson Australia.

 

**ii.    Concrete**

 

Readymix manufactures anddistributes concrete throughout all states and territories of Australia.  Customers are normally located within a 20kilometre radius of the plant.  In theyear ended March 31, 2004, Readymix produced in excess of 6.0 million cubicmetres of concrete from 247 plants.

 

The Australian market forconcrete was estimated by the Australian Bureau of Statistics to have been 21million cubic metres in the calendar year 2003, generating about US$1.9 billion(A$2.7 billion) in revenue.  Readymix’smajor competitors are Boral and Hanson. For the year ended March 31, 2004, Readymix’s estimated end use marketswere 44% residential, 35% commercial and 21% civil construction.

 

**iii.   Concrete pipe and reinforced concrete products**

 

Readymix produces concretepipe and reinforced concrete products through its Humes business.  Based on Humes’ knowledge of the industry,Humes is one of the two leading suppliers in Australia with production of over450 thousand tonnes a year.  As at March31, 2004, Humes operated 17 plants producing concrete pipe, pre-cast concreteproducts including pre-stressed beams, storm water pollution prevention devicesand other environmental products, concrete sleepers and flooring products.

 

The Australian civilinfrastructure market was estimated, based on Humes’ knowledge of the industryto be 1.2 million tonnes in calendar year 2003, generating more than US $280million (A$401 million) in revenue.  Forthe year ended March 31, 2004, Humes’ estimated end use markets were civil 45%,residential 35% and commercial construction 20%.  Humes’ main competitor is Rocla Industries Limited, and there arealso small companies who compete in individual regional sectors of the market.

 

**iv.    Cement**

 

At the beginning of fiscalyear 2004, Readymix held a 50% interest in ACH, a joint venture with HansonAustralia Pty Ltd.  On June 1, 2003, ACHmerged with QCL, a 100% owned Holcim subsidiary, to form Australia’s largestcement manufacturer, based on Readymix’s knowledge of the industry, CementAustralia Pty Ltd.  Readymix holds 25%of the new company, Hanson holds 25%, and QCL holds the remaining 50%.  Annualized production volumes are in excessof 3.5 million tonnes of which approximately 75% is sold internally toshareholders.

 

The size of the Australianmarket for cement and cement blends was estimated by the Australian Bureau ofStatistics, to be about 7.9 million tonnes for the calendar year 2003, generatingin excess of

 

34

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US$700 million (A$1,003 million) in revenue.  Cement Australia’s main competitors in cement are Boral BlueCircle Cement, Adelaide Brighton Limited and imported cement.

 

Additionally, Cement Australiaowns 100% of Pacific Lime which produces high grade lime products and a 50%interest in Australian Steel Mill Services which is responsible for processingof blast-furnace slag, a by product of iron and steel making at the BHP Steel facilityat Port Kembla in New South Wales.

 

**v.     Asphalt**

 

The Emoleum joint venture isone of the leading pavement and road-surfacing producers in Australia, based onReadymix’s knowledge of the industry. CSR’s 50% interest in Emoleum was transferred to Readymix on March 1,2003.  Vacuum Oil Company Pty Limited, asubsidiary of Mobil Oil Australia Pty Limited, holds the other 50%interest.  Emoleum produces a wide rangeof road surfacing products that are used for new roads and the maintenance ofexisting roads.  The Australian Bureauof Statistics estimated the value of the Australian asphalt and road-surfacingmarket for the year ended March 31, 2004 to be about US$500 million (A$700million), Emoleum operated 29 plants across Australia and produced in excess of1.4 million tonnes of asphalt during the year. Emoleum’s major competitors are Boral, Pioneer Road Services and Astec.

 

**7.     Government Regulation**

** **

The business activities ofRinker group companies in each country where they operate are subject to andaffected by laws and regulations relating to the environment, health andsafety, and other regulatory matters.

 

*Environment, health and safety*

* *

Rinker Materials’ operationsare subject to extensive regulation by US federal, state and localenvironmental control agencies. Environmental laws and regulations impose requirements on a broad rangeof environmental matters including air emissions, effluent limitations, siteremediation, the use, handling and disposal of hazardous materials and wastes,employee health and safety, groundwater quality, noise and the protection ofwetlands and other natural resources. These laws require Rinker Materials to obtain and operate in compliancewith the conditions of permits and other authorizations and requirements of therelevant governmental authorities.

 

In the United States,environmental, health and safety laws and regulations are promulgated andoverseen by a variety of federal, state and local bodies, among these are theUS Environmental Protection Agency, state environmental protection agencies,the US Army Corps of Engineers, various state water management districts, theUS Occupational Safety and Health Administration, the US Mine Safety and HealthAdministration, various state occupational health and safety agencies, andlocal zoning boards.

 

For Readymix, Australia’sprincipal laws governing environmental and sustainable management of naturaland physical resources are contained in legislation and regulations enacted bythe Commonwealth Government and the states and territories of the Commonwealthof Australia.  This body of legislationregulates the operations of companies principally in regard to air, water andnoise emissions, waste disposal, land contamination, and the handling andstorage of environmentally hazardous chemicals and dangerous goods.  Theprincipal environmental regulators in Australia are the state EnvironmentalProtection Agencies/Authorities and, at the federal level, EnvironmentAustralia/Department of Environment and Heritage.  The principal safety regulators to which Readymix is subject arethe state workers’ compensation authorities and state mine authorities.

 

35

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Rinker Materials and Readymixhave implemented comprehensive safety, health and environmental managementsystems.  These systems are based on US,Australian and international standards and set out the requirements formanaging and monitoring environmental impacts across operations.  Sites are routinely audited for compliance.

 

As with otherconstruction materials companies engaged in similar activities, environmentalcompliance obligations and liability risks are inherent in many activitieswithin the Rinker group.  From time totime Rinker group companies investigate and remediate contamination at theirproperties, consisting primarily of petroleum compounds associated with fuelstorage and vehicle maintenance and elevated pH levels related to theprocessing and handling of limestone and concrete products.  In the US certain environmental remediationlaws, such as the federal “Superfund” law, can impose joint and severalliability for site clean-up, regardless of fault, upon certainstatutorily-defined categories of parties, including companies that sent wastesto a contaminated third party site. Rinker Materials has been named as a potentially responsible party atfour sites requiring environmental remediation.  These liability claims are expected to be resolved without havinga material effect on Rinker group companies. The Rinker group holds provisions for anticipated clean up costs anddoes not expect to incur any additional material remedial obligations.  Although unanticipated and unexpectedremedial obligations can always arise in the course of operations, managementis not aware of any remedial actions that would be expected to have a materialeffect on the Rinker group companies’ operations or competitive positions.

 

Following the demerger, asbetween Rinker and CSR, Rinker is responsible for any liabilities and costsassociated with environmental contamination and compliance in respect of thebusinesses it owns after the demerger. CSR has agreed to indemnify the Rinker group, to the maximum extentpermitted by law, in respect of the liabilities and costs associated with environmentalcontamination and compliance in respect of the businesses owned by CSR groupcompanies after the demerger, irrespective of when the contamination occurredor the liabilities or costs arise.

 

*Antitrust (trade practices)laws*

* *

Rinker group companies in theUnited States are subject to antitrust laws.

 

Rinker group companies inAustralia are subject to regulation by the Australian Competition and ConsumerCommission (“ACCC”) which administers the Trade Practices Act 1974.  Rinker group entities are from time to timeinvolved in investigations conducted by the ACCC.

 

Antitrust or competitionconsiderations may restrict business activities within the Rinker group and theability to grow through acquisitions or participate in industry rationalizationin particular geographic markets.

 

**8.     Marketing channels andsales methods**

** **

Details of marketing channelsand sales methods are included in the business analysis above.  Customers include a range of commercialbuilding and construction companies, government departments and a variety oftrades and individuals.  Sales personneloperate from central regional locations or individual operating facilities.

 

Rinker’s management does notbelieve the loss of any single contract would have a material impact on theRinker group’s performance.

 

36

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**9.     Source and availability ofraw materials and inputs**

** **

A large proportion of the rawmaterials and inputs used in Rinker group entities’ products are bulkcommodities, which are either produced internally or are purchased undercontract or agreements with outside vendors. Rinker’s management is not aware of any restrictions on the availabilityof raw materials, under normal circumstances and subject to normal competitiveforces, which would materially impact the Rinker group’s result.

 

**10.  Corporate and securitiesregulation**

** **

As an Australian company,Rinker is subject to corporate regulation by (principally) the AustralianSecurities and Investments Commission. Because its ordinary shares are listed on the securities exchangeoperated by ASX, Rinker is also subject to regulation by ASX.

 

Rinker files periodic reportsand other information with the SEC, including this annual report on Form20-F.  Rinker also furnishes to the SECon Form 6-K its semi-annual consolidated financial statements, prepared inaccordance with Australian GAAP, and other material information on Form 6-Kthat Rinker makes public in Australia or provides to its shareholders.  See “Where you can find more informationabout Rinker Group Limited.” Furthermore, as its ordinary shares are registered under the SecuritiesExchange Act of 1934 and American Depositary Shares (“ADSs”) representing itsordinary shares are listed for trading on the NYSE, Rinker is subject tovarious US corporate governance requirements including those resulting from theenactment of the Sarbanes-Oxley Act of 2002and those promulgated by the NYSE.

 

#### **C.**            Organizational Structure

#### ** **

Rinker has a group of morethan 50 subsidiaries in the United States, Australia and China.  The complete list of these entities, withtheir country of incorporation and percentage of Rinker’s ownership, is listedat Note 35 to the financial statements included elsewhere in this annualreport.

 

#### **D.**            Description of Property,Plant And Equipment

#### ** **

Rinker’s principal executiveoffices are located at, Level 8, Tower B, 799 Pacific Highway, Chatswood, NewSouth Wales, 2067, Australia.

 

As at March 31, 2004, Rinkergroup entities had over 700 production facilities in the United States,Australia and China.

 

These sites include:

 
| **Facilities**                                       |   | **Number** |   |
|------------------------------------------------------|--------|------------|--------|
|                                                 |   |       |   |
| Concrete (8 are 50% owned)                           |   | 388        |   |
| Quarries and sand (1 is 40% owned, 2 are  50% owned) |   | 178        |   |
| Pipe & concrete products                         |   | 77         |   |
| Asphalt (29 are 50% owned)                           |   | 49         |   |
| Concrete block                                       |   | 23         |   |
| Cement mills (3 are 25% owned)                       |   | 5          |   |

 

In addition, Rinker groupentities have a number of distribution sites.

 

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As a result of the demerger,CSR’s beneficial 40% interest in Penrith Lakes Development Corporation Limited(“PLDC”), which extracts the majority of the aggregates for the Sydney region,was transferred to Readymix.  Boral andHanson own 40% and 20% respectively of PLDC. Readymix has agreed to share future profits produced from land sales equallywith CSR.  A significant portion of thePLDC land holdings have been identified as having potential, subject toplanning approvals, for a major urban land development, creating up to 4,900residential lots.

 

Management believes that thefacilities of Rinker group entities are suitable and adequate for its presentneeds and are well maintained and in good operating condition.  The Rinker group entities carry insurancecovering property and casualty and certain other risks to which theirfacilities and operations may be subject. The Rinker group entities own most of their principal operatingfacilities and lease the remainder. Management does not believe the Rinker group earnings are dependent uponany single operating facility.  The mostsignificant single facility is FEC quarry, which is discussed below.

 

The following table is a listof the principal facilities in the Rinker group.  This list is not intended to be a complete list of all the Rinkergroup’s operating locations.  Principalfacilities are owned by Rinker group entities unless stated otherwise.

 
| **RINKER SITE**     |   | **LOCATION**     |   | **PRODUCT  SOLD** |
|---------------------|--------|------------------|--------|-------------------|
| Chatswood  (leased) |   | New South  Wales |   | Australia         |   | Administration |
|                     |        |                  |        |                   |  |  |

 
| **READYMIX SITE**   |   | **LOCATION**       |   | **PRODUCT  SOLD** |
|---------------------|--------|--------------------|--------|-------------------|
| Chatswood  (leased) |   | New South  Wales   |   | Australia         |   | Administration |
| Albion Park         |   | New South  Wales   |   | Australia         |   | Aggregates |
| Gosnells            |   | Western  Australia |   | Australia         |   | Aggregates |
| Oaklands            |   | Victoria           |   | Australia         |   | Aggregates |
| Pakenham            |   | Victoria           |   | Australia         |   | Aggregates |
| Penrith  Quarry (1) |   | New South  Wales   |   | Australia         |   | Aggregates |
| Blacktown           |   | New South  Wales   |   | Australia         |   | Pipe |
| Eagle Farm          |   | Queensland         |   | Australia         |   | Pipe |
| Petrie              |   | Queensland         |   | Australia         |   | Pipe |
| Laverton            |   | New South  Wales   |   | Australia         |   | Pipe |
| Welshpool           |   | Western  Australia |   | Australia         |   | Pipe |

 
| **RINKER MATERIALS SITE**          |   | **LOCATION** |   | **PRODUCT  SOLD** |
|------------------------------------|--------|--------------|--------|-------------------|
| West Palm  Beach                   |   | Florida      |   | USA               |   | Administration |
| FEC Quarry  (2)                    |   | Florida      |   | USA               |   | Aggregate |
| Brooksville  Quarry                |   | Florida      |   | USA               |   | Aggregate |
| Buffalo Road                       |   | Nevada       |   | USA               |   | Aggregate |
| Krome Quarry  (leased)             |   | Florida      |   | USA               |   | Aggregate |
| Macon Quarry  (partially leased)   |   | Georgia      |   | USA               |   | Aggregate |
| Everett  Quarry                    |   | Washington   |   | USA               |   | Aggregate |
| Alico Quarry  (leased)             |   | Florida      |   | USA               |   | Aggregate |
| Dogwood  Quarry (partially leased) |   | Georgia      |   | USA               |   | Aggregate |
| St Catherine  Quarry (leased)      |   | Florida      |   | USA               |   | Aggregate |
| Davenport  Sand                    |   | Florida      |   | USA               |   | Aggregate |
| Ft Calhoun  (partially leased)     |   | Nebraska     |   | USA               |   | Aggregates |
| Glendale  (leased)                 |   | Arizona      |   | USA               |   | Aggregates/Concrete/Asphalt |
| Maricopa  (leased)                 |   | Arizona      |   | USA               |   | Aggregates/Concrete/Asphalt |
| 19th  Avenue                       |   | Arizona      |   | USA               |   | Aggregates/Concrete/Asphalt |
| Beeline                            |   | Arizona      |   | USA               |   | Aggregates/Concrete/Asphalt |

 

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| **RINKER MATERIALS SITE**          |   | **LOCATION** |   | **PRODUCT  SOLD** |
|------------------------------------|--------|--------------|--------|-------------------|
| Cortaro                            |   | Arizona      |   | USA               |   | Aggregates/Concrete/Asphalt |
| Sacaton                            |   | Arizona      |   | USA               |   | Aggregates/Concrete/Asphalt |
| Orchards                           |   | Washington   |   | USA               |   | Aggregates/Concrete/Asphalt |
| Cache Creek                        |   | California   |   | USA               |   | Aggregates/Concrete/Asphalt |
| Riviera  Beach                     |   | Florida      |   | USA               |   | Block |
| Crego                              |   | New Mexico   |   | USA               |   | Block |
| Las Vegas                          |   | Nevada       |   | USA               |   | Block |
| Miami Cement  Mill                 |   | Florida      |   | USA               |   | Cement |
| Brooksville  Cement Mill           |   | Florida      |   | USA               |   | Cement |
| Port  Everglades Terminal (leased) |   | Florida      |   | USA               |   | Cement |
| Port  Canaveral Terminal (leased)  |   | Florida      |   | USA               |   | Cement |
| Bonita  Springs                    |   | Florida      |   | USA               |   | Concrete/Block |
| 7th  Street                        |   | Arizona      |   | USA               |   | Concrete |
| Miami                              |   | Florida      |   | USA               |   | Pipe |
| Houston Pipe  (partially leased)   |   | Texas        |   | USA               |   | Pipe |
| Frederick  (leased)                |   | Maryland     |   | USA               |   | Pipe |
| Dallas                             |   | Texas        |   | USA               |   | Pipe |
| Denver                             |   | Colorado     |   | USA               |   | Pipe |
| Corona  (leased)                   |   | California   |   | USA               |   | Pipe |
| Las Vegas                          |   | Nevada       |   | USA               |   | Pipe |
| Phoenix                            |   | Arizona      |   | USA               |   | Pipe |
| Greenfield                         |   | Indiana      |   | USA               |   | Pipe |
| Albuquerque                        |   | New Mexico   |   | USA               |   | Pipe |
| Columbia                           |   | S. Carolina  |   | USA               |   | Pipe |
| Fresno                             |   | California   |   | USA               |   | Pipe |
| Alexandria                         |   | Louisiana    |   | USA               |   | Pipe |
| Gainesville                        |   | Texas        |   | USA               |   | Polypipe |
| Laplatte                           |   | Nebraska     |   | USA               |   | Prestress |
| Marshall                           |   | Missouri     |   | USA               |   | Prestress |

 

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(1)          40% beneficial interest inquarry land held through PLDC.  Seeabove.

 

(2)          The FEC quarry near Miami isone of the largest volume quarries in the US, producing about 12 million tonsof aggregate each year.  Its in-situreserves are estimated to be about 350 million tons of aggregate, or about 12%of Rinker Materials’ total estimated reserves as at March 31, 2004.  For the fiscal year ended March 31, 2004,aggregate accounted for about 28% of Rinker Materials’ trading revenue.  About 16% of Rinker Materials’ totalaggregate trading revenue is derived from the FEC quarry in Florida.  Accordingly, Rinker Materials’ revenuescould be materially adversely affected if its access to the aggregate reservesof FEC quarry for both internal use and external sale were restricted.

 

*Environmental issues affectingproperties, plant and equipment*

* *

Certain environmental issuesthat are potentially material to the operations of businesses in Rinker groupcompanies are discussed below:

 

*Lake Belt Permit Challenge*.  RinkerMaterials holds one and is the beneficiary of one other of 12 federal miningpermits granted for the Lake Belt area in South Florida.  The permit held by Rinker Materials coversRinker Materials’ SCL and FEC quarries. Rinker Materials’ Krome quarry is operated under one of the otherpermits.  The FEC quarry is the largestof Rinker Materials’ quarries measured by volume of aggregates mined andsold.  See Item 3.D. “Risk Factors —Land use, governmental laws and

 

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regulations.”  Variousgovernmental agencies are involved in litigation brought by environmentalgroups concerning the manner in which all 12 permits were granted.  The plaintiffs allege that the relevantgovernmental agencies acted capriciously, abused their discretion and failed tocomply with administrative regulations and procedures and to consider allappropriate information when issuing the permits.  The plaintiffs seek to set aside the permits and to enjoin therelevant governmental agencies from granting further permits.  Although not named as a defendant, RinkerMaterials has intervened in the proceedings to protect its interests.  The proceedings are at an early stage andtherefore it is not possible to determine the likely outcome or what impactthat will have on Rinker Materials’ operations.  If the Lake Belt permits, including the key permits for the SCL,FEC and Krome quarries were ultimately set aside, Rinker Materials and theother industry participants with quarries in the Lake Belt region would need tosource aggregates, to the extent available, from other locations in Florida orimport aggregates.  This would likelyresult in increased costs and other adverse operational effects on RinkerMaterials.  However, Rinker believesthat its permits were validly issued and does not believe that there is amaterial risk of such an outcome.

 

*Cement Kiln Dust*:  Like other cement manufacturing facilities,Rinker Materials’ Miami cement plant has a cement kiln dust (“CKD”) formerdisposal site that could pose a risk of elevated pH levels and other impacts tosurrounding groundwater.  Cement kilndusts are currently reused in the manufacturing process and as such RinkerMaterials does not currently envisage a need to open a new CKD landfill.  If it did so, such a site would requireextensive permitting and environmental controls.

 

*Silica Exposure*:  Rinker group entities are notdefendants in any silicosis litigation at present and Rinker Materials has acomprehensive workplace silica exposure monitoring program.  Rinker Materials’ current exposure actionlevel is in accord with the recommendations of a number of independentoccupational health organizations. Readymix’s permitted exposure limits are well below the applicableAustralian standards.

 

*Waste Disposal*:  In the United States,regulated solid and hazardous wastes are sent to licensed third partysites.  Rinker Materials also operatespermitted construction and demolition debris landfills in Everett, Washingtonand Miami, Florida.  In Miami, Florida,Rinker Materials operates a facility that receives petroleum contaminated soilsfrom outside sources, burns the soils in a kiln to remove the petroleum anduses the clean soils in its cement manufacturing process.

 

*Quarry Reclamation*:  Permits for some of the Rinkergroup’s quarries require reclamation activities to be performed when quarryactivities cease.  Costs related tothese reclamation obligations are not expected to be material to the Rinkergroup.

 

## **Item5**                                      Operating andFinancial Review and Prospects

## ** **

### **SignificantEvents in fiscal year 2004**

### ** **

•                  In June 2003 Australian Cement Holdings, 50%owned by Readymix, merged with QCL to form Australia’s largest cementmanufacturer, Cement Australia Pty Ltd, 25% owned by Readymix, 25% by Hanson,and 50% by Holset Pty Ltd, a subsidiary of Holcim Ltd.

 

•                  Changes to the Australian-US tax treaty removeany obligation on Rinker Materials to pay withholding tax (previously 15%) ifremitting dividends from Rinker Materials to Rinker from July 1, 2003.

 

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### **Events subsequent**to March 31, 2004

### ** **

•                  Rinker intends to conduct an on-market buybackof up to 10% of ordinary shares over the next 12 months, in conjunction withits ongoing acquisition program.  Thebuyback will remain subject to larger acquisitions becoming available.  ABN AMRO and UBS have been appointedbrokers.  The buyback commenced at theend of May.

 

•                  No other significantevents have occurred since March 31, 2004.

 

### **Basisof preparation and presentation**

### ** **

The financial statements forfiscal year 2004 included elsewhere in this annual report include Rinker andits controlled entities.

 

Rinker demerged from CSR inaccordance with an order of the Federal Court made on March 28, 2003.  Rinker’s ordinary shares commenced trading onthe ASX on March 31, 2003 (on a deferred settlement basis).

 

In preparation for Rinker’sdemerger from CSR, a number of heavy building materials businesses weretransferred to Rinker subsidiaries at different times during fiscal year2003.  In addition, a number of sugarand light building products businesses were transferred out of Rinkersubsidiaries at different times during the fiscal year 2003.  As a consequence, the results of the Rinkergroup as a statutory entity for fiscal year 2003 and previous fiscal years didnot reflect the businesses that now comprise the Rinker group.  Under Australian GAAP, all of theseacquisitions were accounted for at net fair value.  Under US GAAP, the internal transactions were accounted for asentities under common control.  Toconsummate the demerger, CSR effected a capital reduction and distribution toits shareholders in an amount equivalent to the value of Rinker after theinternal transfers were completed.  Theentitlement of CSR’s shareholders to the capital reduction and distribution wasultimately satisfied in the demerger through the distribution to CSR’sshareholders of ordinary shares in Rinker on a one-for-one basis.

 

The financial statementsincluded elsewhere in this annual report have been prepared in accordance withAustralian Accounting Standards and other mandatory professional reportingrequirements.  These standards andreporting requirements form part of Australian GAAP.  A reconciliation of the major differences between theseprinciples and those applicable under US GAAP is included as Note 37.

 

The financial statementsincluded elsewhere in this annual report have been prepared in accordance withthe historical cost convention, except for certain assets, which are at deemedcost.  Unless otherwise stated, theaccounting policies adopted are consistent with those of the previous fiscalyears.

 

The consolidated financialstatements for fiscal years 2003 and 2002 have been prepared on a carve-outbasis and include the financial position, financial performance and cash flowsof Rinker Materials’ United States businesses and of the Readymix businessesthat were transferred to the Rinker group from CSR prior to the demerger.  These financial statements have been preparedfrom historical accounting records of the CSR group and present all of theoperations of the businesses as if the Rinker group had been a separateeconomic entity inclusive of all of these businesses for fiscal years 2003 and2002.  The historical financialinformation presented for fiscal years 2003 and 2002 in this annual report isnot indicative of the Rinker group’s future financial performance.

 

An estimate of generalcorporate overheads related to corporate headquarters and common support divisionshas been included in the fiscal years 2003 and 2002 consolidated statements offinancial performance based on amounts previously incurred by CSR, less thoseamounts considered specific to the remaining businesses of CSR.  Management believes that the allocationbasis is reasonable.  Following the

 

41

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demerger, Rinker performed these functions using its own resources orpurchased services and was responsible for the costs and expenses associatedwith the management of a public company.

 

Changes to equity in theperiods presented arise from net income or loss, other comprehensive income andother deemed contributions/distributions with CSR.

 

Rinker Materials, historicallya 100% owned subsidiary of Rinker, held external debt.  In addition, other financing was obtainedthrough CSR or its 100% owned subsidiary, CSR Finance Limited.  Other businesses, previously owned by CSRwere funded through equity contributions.

 

Prior to the date of thedemerger, the consolidated statement of financial position, therefore, includesall of the external debt and interest bearing intercompany debt.  The statement of financial performance forfiscal 2003 and previous years includes the associated interest expense.

 

### **Critical accountingpolicies**

### ** **

The financial statementsincluded elsewhere in this annual report are prepared under AustralianGAAP.  A description of the significantaccounting policies is included in the financial statements.

 

A US GAAP reconciliation toAustralian GAAP is provided in Note 37 to the financial statements.  The principal difference in fiscal year 2004relates to the amortization of goodwill (US$56.5 million).

 

In applying Australian GAAPand US GAAP, Rinker group entities’ management will often be required to makeindividual estimates and assumptions regarding expected outcomes oruncertainties.  Actual results oroutcomes generally differ from estimated or assumed amounts.  In the past, these differences have not beenmaterial.  In the future such differenceswill be included in the financial statements of the Rinker group as soon asthey are known.  The individualestimates and assumptions generally do not involve a level of risk oruncertainty that would be material to the financial statements of the Rinkergroup as a whole because, although numerous in number, they generally arerelatively immaterial in amount.

 

There are estimates andassumptions made by management in preparing the financial statements of theRinker group for which actual results will emerge over long periods oftime.  Although there is greater riskwith respect to the accuracy of these long-term estimates and assumptionsbecause of the long period over which actual results will emerge, Rinkergroup’s management believes that such risk is mitigated by its ability toclosely monitor and periodically adjust these estimates and assumptions overthe same long period.

 

Based on a critical assessmentof the Rinker group’s accounting policies and the underlying judgments anduncertainties affecting the application of those policies, Rinker’s managementbelieves that the financial statements for fiscal years 2003 and 2002 provide afair perspective of the Rinker group as it existed after the demerger.

 

The accounting policies underAustralian GAAP and US GAAP that Rinker management believes are critical tounderstanding the Rinker group’s financial performance and financial conditionare discussed below.

 

*Depreciation lives ofproperty, plant and equipment*

* *

Rinker group entitiesdepreciate their property, plant and equipment over their estimated usefullives.  This requires Rinker groupentities’ management to make estimates as to technological and/or marketredundancy issues affecting their assets as well as any potential physicalasset life.  The Rinker

 

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group had US$1,716 million of property, plant and equipment in itsstatement of financial position as at March 31, 2004 and depreciation on thoseassets totaled US$162 million for the year ended March 31, 2004, orapproximately 9% of book asset value. Depreciation in fiscal year 2003 amounted to US$147 million, orapproximately 9% of book asset value. The annual review of the recoverable value of non current assets isundertaken to determine whether there are any material errors in judgment inrespect of the rate of depreciation of property, plant and equipment impactingthe carrying value of those assets.

 

*Impairment and recoverablevalue of non-current assets*

* *

Under Australian GAAP, the Rinkergroup is required to write-down non-current assets to their estimatedrecoverable amount based on their proposed future use.  Recoverable amounts involve significantjudgments by Rinker group entities’ management and represent the estimatedcurrent value of the cash flows arising from the continued use or the sale ofthe non-current assets.  In calculatingrecoverable amounts, Rinker group entities discount cash flows to presentvalue.  Management calculates the cashflows utilizing forecasts of how the business is expected to operate based onthe current performance and business environment but taking into accountexpected future changes.  These includeapproved strategic initiatives by the Rinker group and any expected externalfactors, such as economic activity levels, degree of competition and therelevant Rinker group entity’s position in the market for the business underreview.  Rinker group entities’management review these cash flow projections at least annually and any assetswith a carrying value not supported by their discounted future cash flows arewritten down to their estimated recoverable amount.  Sensitivity analysis is applied to the calculation of future cashflows to determine whether the asset carrying value is supported under differentassumptions.  Impairment losses aremeasured as the amount by which the carrying value of non-current assetsexceeds their recoverable amount as calculated above.  Impairment losses are recognized immediately in earnings.  Details of impairment losses in the fiscalyear 2004 are included on page 62 in the management discussion and analysis ofPrestress results.  There were nomaterial impairment losses in fiscal years 2003 and 2002.

 

As described in Note 37 of thefinancial statements, prior to adoption of Australian Accounting Standard AASBNo. 1041 “Revaluation of Non-Current Assets” (“AASB 1041”) by the Rinker groupfrom April 1, 2001, Australian GAAP allowed non-current assets to be revaluedupwards through an asset revaluation reserve. Such revaluations of assets were not allowed under US GAAP and so werereversed in presenting the US GAAP reconciliation.  The depreciation charge on the revaluation increment of revaluedassets was also reversed for US GAAP reconciliation purposes.  Since adoption of AASB 1041 on April 1,2001, the Rinker group has elected to apply the cost basis of recordingproperty, plant and equipment, discontinue the practice of revaluing property,plant and equipment upwards and deemed all revalued property, plant andequipment carrying amounts as at March 31, 2001 to be their cost goingforward.  This means that the assetrevaluation reserve is fixed as at April 1, 2001, and write-downs of assets mayno longer be made through the asset revaluation reserve.  Assets, which had previously been revaluedupwards, will still require a US GAAP adjustment for depreciation and profit ondisposal.

 

Under US GAAP, property, plantand equipment and intangible assets with finite useful lives are tested forimpairment when an event or change in circumstance indicates that the carryingamount of the asset may not be recoverable. Recoverability of such assets is measured by a comparison of thecarrying amount of the asset (as adjusted from Australian GAAP to US GAAP) tofuture undiscounted net cash flows expected to be generated from the assets’use.  When the cash flow analysisindicates an asset is impaired, the impairment loss to be recognized ismeasured by the amount by which the carrying amount of the asset exceeds thefair value of the asset.  Fair value isdetermined by quoted market prices, discounted cash flows or other valuationtechniques.

 

43

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*Amortization of goodwill*

* *

Under Australian GAAP, Rinkergroup entities amortize goodwill over a maximum of 20 years on a straight-linebasis.  As at March 31, 2004 thecarrying value of goodwill was US$821 million. The amortization expense in fiscal year 2004 amounted to US$56.5 millionand amounted to US$47.1 million in fiscal year 2003.  Any un-amortized goodwill is included in asset values that aretested at least annually for impairment.

 

For purposes of impairmenttesting management projects the cash flows utilizing forecasts of how thebusiness is expected to operate based on the current performance and businessenvironment but taking into account expected future changes.  These include approved strategic initiativesby the Rinker group, and any expected external factors such as economicactivity levels, degree of competition and the relevant Rinker group entity’sposition in the market for the business under review.  Rinker group entities’ management review these cash flowprojections at least annually and any assets with a carrying value notsupported by their discounted future cash flows are written down to theirestimated recoverable amount. Sensitivity analysis is applied to the calculation of future cash flowsto determine whether the asset carrying value is supported under differentassumptions.

 

For US GAAP purposes pursuantto Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill andOther Intangible Assets,” effective April 1, 2002, the Rinker group does notamortize goodwill but reviews the carrying value for impairment on an annualbasis and on an interim basis when impairment factors indicate.  The identification and measurement ofgoodwill impairment involves the estimation of the fair value of reportingunits based on future cash flows.

 

Impairment losses are measuredas the amount by which the carrying value of goodwill exceeds their recoverableamount as calculated above.  Impairmentlosses are recognized immediately in earnings.

 

*Provision for*uninsured losses and future claims

* *

Rinker group companies retain significant liability for workerscompensation, automobile liability, product, and general liability claims, aswell as certain liabilities for employee medical claims under benefitprograms.  Rinker group companies haveinsurance coverage above the retained liability for each claim and an aggregateamount for each year.

 

Management believes that adequate provision has been made for all knownclaims and for the value of probable future claims to the extent such claimscan be measured reliably.  Measurementis based on the annual report of an independent actuary.

 

**New accounting standards**

** **

*Australian Standards*

* *

The revised AustralianAccounting Standard AASB No. 1020, “Income Taxes” (“AASB 1020”) is applicableto financial years ending on or after December 31, 2005 (fiscal year 2006 forthe Rinker group) and has the following key implications:

 

•                  For assets thathave previously been revalued upwards, the Rinker group will recognize theequivalent deferred tax liability.  Whenthese assets are subsequently depreciated, the additional depreciation will betax effected and will result in an increased profit after tax compared to theexisting standard.

 

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•                  Foracquisitions, assets and liabilities acquired are initially recorded by theRinker group at fair value (which may be above their tax bases).  Under the new standard, the Rinker group mayhave to record a deferred tax liability for this increased value.  This will cause differences in deferred taxbalances and goodwill recorded in accounting for the Rinker group’s recent andpast acquisitions.  When the net fairvalues are greater than the tax bases, a deferred tax liability will berecorded causing goodwill to be increased.

 

A project is being undertakenby the Rinker group to consider both the ongoing impact of AASB 1020 to theRinker group and the impact on initial adoption.  The transitional provisions require all previous acquisitions tobe revisited where practicable.

 

On July 3, 2002, theAustralian Financial Reporting Council announced that Australia would adoptInternational Financial Reporting Standards (“IFRS”), formerly known asInternational Accounting Standards, for financial years beginning on or afterJanuary 1, 2005 (fiscal year 2006 for Rinker). The Accounting Standards adopting IFRS in Australia are currently beingfinalized by the Australian Accounting Standards Board.  The adoption of IFRS is expected to have asignificant impact, however Rinker has not yet completed an assessment of theimpact of IFRS on its financial position or financial performance.  The adoption of IFRS in fiscal year 2006would supersede the revised AASB 1020 outlined above.

 

*US Standards*

* *

In August 2001, the FinancialAccounting Standards Board (“FASB”) issued SFAS No. 143, “Accounting for AssetRetirement Obligations” (“SFAS 143”) which is effective for financialstatements issued for fiscal years beginning after June 15, 2002 (fiscal year2004 for the Rinker group).  Thepronouncement addresses the recognition and re-measurement of obligationsassociated with the retirement of a tangible long-lived asset.  On initial adoption of SFAS 143, the Rinkergroup was required to recognize a cumulative expense adjustment representingthe SFAS 143 expense relating to prior periods.  The Rinker group’s total SFAS 143 cumulative expense adjustment,including expenses previously recognized of US$15.2 million under AustralianGAAP was US$18.4 million.  In addition,the Rinker group’s reconciliation of equity reported under Australian GAAP andthat reported under US GAAP including in Note 37 to the financial statementsincluded an adjustment of US$11.3 million to non-current liabilities and US$9.8million to non-current assets.

 

In January 2003, the FASBissued FASB Interpretation FIN No. 46, “Consolidation of Variable InterestEntities - an interpretation of ARB No. 51” (“FIN 46”).  The interpretation addresses consolidationby business enterprises of Variable Interest Entities (“VIEs”) that either: (1)do not have sufficient equity investment at risk to permit the entity tofinance its activities without additional subordinated financial support, or(2) the equity investors lack an essential characteristic of a controllingfinancial interest.  FIN 46 requiresdisclosure of VIEs in financial statements issued after January 31, 2003, if itis reasonably possible that as of the transition date: (1) the enterprise willbe the primary beneficiary of an existing VIE that will require consolidationor, (2) the enterprise will hold a significant variable interest in, or havesignificant involvement with, an existing VIE. In December 2003, the FASB further revised FIN 46 through FIN No. 46R,“Consolidation of Variable Interest Entities” (“FIN 46R”).  FIN 46R changes the effective date of FIN 46for certain entities and makes other significant changes to FIN 46 based onimplementation issues that arose during 2003. The Rinker group is required to adopt FIN 46R on April 1, 2004.  The Rinker group is currently reviewing itsmajor commercial relationships and its overall economic interests with other companies,including those in which it has an equity position, to determine the extent ofits variable economic interest in these parties, and has not yet identified anymaterial entities that would be judged to be VIEs of the Rinker group.

 

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In April 2003, the FASB issuedSFAS No. 149, “Amendment of SFAS No. 133 on Derivative Instruments and HedgingActivities” (“SFAS 149”).  Thepronouncement amends and clarifies accounting for derivative instruments, includingcertain derivative instruments embedded in other contracts, and for hedgingactivities under SFAS No. 133, “Accounting for Derivative Instruments andHedging Activities.”  SFAS 149 iseffective for contracts entered into or modified after June 30, 2003, withcertain exceptions, and for hedging relationships designated after June 30,2003.  The adoption of SFAS 149 had noimpact on the Rinker group financial position or financial performance.

 

In May 2003, the FASB issuedSFAS No. 150, “Accounting for Certain Financial Instruments withCharacteristics of both Liabilities and Equity” (“SFAS 150”).  The pronouncement modifies the accounting for certain financial instruments that,under previous guidance, issuers could account for as equity.  SFAS 150 requires that those instruments beclassified as liabilities in statements of financial position.  SFAS 150 is effective for financialinstruments entered into or modified after May 31, 2003 and is otherwiseeffective at the beginning of the first interim period beginning after June 15,2003.  The adoption of SFAS 150 had noimpact on the Rinker group financial position or financial performance.

 

In December 2003, the FASBrevised SFAS No. 132, “Employers’ Disclosures about Pensions and OtherPostretirement Benefits - an Amendment of FASB Statements No. 87, 88 and 106”(“SFAS 132R”).  SFAS 132R retains mostof the disclosure requirements of SFAS 132 and requires additional disclosureabout assets, obligations, cash flows and net periodic benefit cost of defined benefitpension plans and other defined postretirement plans.  SFAS 132R is primarily effective for fiscal years ending afterDecember 15, 2003; however, certain disclosures about foreign plan andestimated future benefit payments are effective for fiscal years ending afterJune 15, 2004.  Refer to Note 37M to thefinancial statements for the SFAS 132R disclosures.

 

In January 2004, the FASBissued FASB Staff Position No. 106-1, “Accounting and Disclosure RequirementsRelated to the Medicare Prescription Drug, Improvement and Modernization Act of2003” (“FSP 106-1”).  FSP 106-1 allowsthe sponsor of a postretirement health care plan that provides a prescriptiondrug benefit to make a one-time election to defer accounting for the effects ofthe Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the“Act”).  The Act, which was signed intolaw in December 2003, introduces a prescription drug benefit under Medicare aswell as a federal subsidy to sponsors of retiree health care benefit plans thatprovide a benefit that is at least actuarially equivalent to Medicare.  The guidance in this FSP is effective forfinancial statements of fiscal years ending after December 7, 2003.  In accordance with FSP 106-1, the Rinkergroup has elected to defer accounting for the effects of the Act.

 

#### **A.**            Management discussion and analysis ofthe financial results

#### ** **

**Management discussion andanalysis – executive summary**

** **

Duringthe three fiscal years ended March 31, 2002 through March 31, 2004 the Rinkergroup’s trading revenue has grown by 44% from US$2,577 million to US$3,706million, EBIT has increased by 50% from US$330 million to US$493 million, andnet profit attributable to members of Rinker has increased 76% from US$168million to US$296 million.

 

This financial performance andgrowth has been primarily influenced by the level of activity in the US andAustralian construction materials industries, the ability to acquire businessesand expand and improve heritage operations within the group, and by capitalizingon leadership and cost advantages of vertically integrated operations.  A summary of these factors is containedbelow in the detailed management discussion and analysis that follows.

 

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**Construction materialsindustry**

** **

The level of constructionactivity in the residential, commercial and civil segments of the US andAustralian construction materials industry has created a favorable environmentfor the Rinker business during the last three fiscal years.

 

In the US, Dodge estimatesthat total construction expenditure has grown at an average annual rate of 5.5%from US$448 billion in calendar year 2001 to US$496 billion in calendar year2003.  In Florida, expenditure has grownat an annual rate of 12.0% from US$32 billion to US$47 billion over the sameperiod.  In both the US overall and inFlorida, this growth has been driven by the residential market segment.  Rinker Materials, as one of the largestheavy building materials companies in the US with strong number 1 or 2 marketpositions in most of its served market areas, has benefited by this expansionwith significant growth in volumes, trading revenue and EBIT in each of theAggregate, Cement, and Concrete, Block and Asphalt segments.

 

The table below sets outvolumes in these segments and highlights the growth that has beenobtained.  The increase in revenue hasbeen strongly driven by the additional volume. Volumes include the benefit of acquisitions that have been made duringthis period.

 
|                           |   | **Volume  Year Ended March 31** |   | **Increase  2002 to 2004** |   | **Revenue  Year Ended March 31** |   | **Increase  2002 to 2004** |   |
|--------------------------------|--------|---------------------------------|--------|----------------------------|--------|----------------------------------|--------|----------------------------|--------|
|                           |   | **2002**                        |   | **2004**                   |   | **Unit**                         |   | **%**                      |   | **2002** |   | **2004** |   | **US $m** |   | **%** |   |
| **Rinker Materials**           |   |                            |   |                       |   |                             |   |                       |   |   |   |   |   |   |   |   |   |
|                           |   |                            |   |                       |   |                             |   |                       |   |   |   |   |   |   |   |   |   |
| Aggregate –  m tons       |   | 54.0                            |   | 94.0                       |   | 40.0                             |   | 74                         | %      | 489 |   | 803 |   | 313 |   | 64 | % |
| Cement – m tons           |   | 3.4                             |   | 4.1                        |   | 0.7                              |   | 19                         | %      | 312 |   | 377 |   | 65 |   | 21 | % |
| **Concrete, Block, Asphalt**   |   |                            |   |                       |   |                             |   |                       |   | 771 |   | 1,365 |   | 595 |   | 77 | % |
| Concrete – m cubic  yards |   | 8.4                             |   | 14.9                       |   | 6.6                              |   | 79                         | %      |   |   |   |   |   |   |   |   |
| Block – m units           |   | 134                             |   | 159                        |   | 24.6                             |   | 18                         | %      |   |   |   |   |   |   |   |   |
| Asphalt – m tons          |   | 0.6                             |   | 4.4                        |   | 3.8                              |   | 633                        | %      |   |   |   |   |   |   |   |   |

 

----

m = million

 

Across these segments, EBIThas risen from US$230 million in fiscal year 2002 to US$350 million in fiscalyear 2004.

 

Rinkers’ other US segments areConcrete Pipe and Products and Other (comprising polyethylene pipe, prestressedconcrete products, gypsum supply, and Rinker Materials unallocated corporateand other costs) and have experienced relatively flat financial performance.

 

In the Concrete Pipe andProducts segment, fiscal year 2002 represented a record high year for tradingrevenue and EBIT.  This segment is moreexposed to the civil market segment and our plants participate in regionalmarkets in 22 states which have experienced softening in volumes.  Competitive conditions in certain marketshave precluded recovery of cost inflation in selling prices during this period(fiscal years 2003 and 2004).

 

In the Other segment, EBITincreases in Gypsum supply and Polypipe have been offset by reductions inPrestress EBIT.  The reductions are theresult of progressively lower volumes as prestress products are largely exposedto the weakened commercial construction markets in the Midwestern states.

 

47

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In Australia, the Readymixfinancial results have similarly benefited from increased constructionactivity, improving from a trough that occurred following completion of many2000 Olympic construction projects and implementation of the GST.

 

**Acquisitions**

** **

A key contributor to theimprovement in Rinker’s financial performance has been growth throughacquisition.  Major acquisitions aresummarized on page 24.

 

Acquisitions that had not beenincluded in Rinker results for a full prior year before fiscal year 2002contributed 13% of fiscal year 2004 trading revenue and 18% of EBIT.  They represent 58% of the growth in tradingrevenue and 47% of the growth in EBIT during this three year period.

 

The respective contributionsof heritage operations and acquisitions to trading revenues and EBIT for fiscalyear 2004 is set out in the following table:

 
|         |   | **Trading  Revenues  US$M** |   | **EBIT  US$M** |   | **Trading  Revenues  %** |   | **EBIT  %** |   |
|--------------|--------|-----------------------------|--------|----------------|--------|--------------------------|--------|-------------|--------|
|         |   |                        |   |           |   |                     |   |        |   |
| Heritage     |   | 3,236.5                     |   | 405.3          |   | 87                       | %      | 82          | %      |
| Acquisitions |   | 469.7                       |   | 87.4           |   | 13                       | %      | 18          | %      |
|         |   | 3,706.2                     |   | 492.7          |   |                     |   |        |   |

 

The importance of the contributionfrom acquisitions compared with heritage operations is discussed in more detailin the segment review that follows this summary.

 

**Managing Rinker’svertically integrated business**

** **

A key Rinker Materialsoperating strategy is to hold a strong number 1 or number 2 market position interms of revenue in its served markets, and manage the businesses throughintegrated markets where the company’s concrete, block and asphalt operationssource most of their aggregate and, in Florida, cement internally.  This enables operations to take a priceleadership role to improve trading revenue and EBIT and creates operationalefficiencies across the integrated system.

 

During the last three fiscalyears prices have generally increased at or above inflation levels.  Operating cost increases associated with theincreased volumes have been minimized. Further detail of the contribution of price improvement to results isoutlined in the segment review that follows this summary.

 

In Australia, Readymix is oneof the top three companies in terms of revenue in most of its markets.  Following a long period of inability torecover cost inflation in selling prices and insufficient profitability,Readymix has in the last three fiscal years implemented a price leadership strategyand obtained significant trading revenue and EBIT growth to return to goodreturns on the capital invested in the business.

 

Operational efficiencies havealso been achieved by a culture of continuous improvement through thebenchmarking of performance against competitors as well as the implementationof operational

 

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improvement projects.  Businesseswithin the Rinker group have a track record of generating significant costimprovement with total savings for the fiscal year 2004 estimated at US$62million.  There are currently more than500 active operational improvement projects across the Rinker group.

 

The following table highlightsthe Rinker group’s ability to improve costs as a percentage of trading revenueduring the last three fiscal years:

 
|                                                           |   | **2004** |   | **2003** |   | **2002** |   |
|----------------------------------------------------------------|--------|----------|--------|----------|--------|----------|--------|
| Trading revenue                                                |   | 100.0    | %      | 100.0    | %      | 100.0    | %      |
| Cost of sales                                                  |   | 58.2     | %      | 59.8     | %      | 59.8     | %      |
| Gross margin                                                   |   | 41.8     | %      | 40.2     | %      | 40.2     | %      |
| Warehouse and distribution                                     |   | 18.6     | %      | 17.8     | %      | 17.6     | %      |
| Selling, general & admin                                   |   | 9.9      | %      | 10.3     | %      | 10.5     | %      |
| Profit from ordinary activities before  finance and income tax |   | 13.3     | %      | 13.3     | %      | 12.8     | %      |

 

While warehouse anddistribution costs have increased gradually over the three fiscal years, thisreflects an increased proportion of Rinker operations in aggregate and concretewhere the freight cost in delivered product trading revenue is relatively highcompared to higher priced manufactured goods, such as concrete pipe,prestressed concrete products and building materials.

 

The following discussion ofthe Rinker group’s operating results uses financial data prepared underAustralian GAAP.  See Note 37 to thefinancial statements included elsewhere in this annual report for a descriptionof the principal differences between Australian GAAP and US GAAP as they relateto the Rinker group and a reconciliation of net profit and shareholders’ equityfor the years and as of the dates therein indicated.

 

**1.     General factors affectingthe financial results of the Rinker group**

** **

*Overview*

* *

Rinker group entities aremanufacturers and suppliers of heavy building materials primarily in the US andAustralia.  In the US, Rinker’ssubsidiary, Rinker Materials, has five reporting segments: Aggregates; Cement;Concrete, concrete block and asphalt; Concrete pipe and products; and Other,which includes gypsum supply, pre-stressed concrete, polyethylene pipe andRinker Materials’ corporate overheads.

 

In Australia, Rinker’ssubsidiary, Readymix, produces aggregate, concrete, concrete pipe and otherconcrete products.  Readymix also holdssubstantial joint venture interests in cement and asphalt operations andoperates a concrete business in China.

 

*Rinker Materials*

* *

Rinker Materials’ operatingresults are primarily impacted by the level of construction activity in the residential,commercial and civil segments of the construction materials industry.  For the year ended March 31, 2004,approximately 50% of Rinker Materials’ trading revenue was estimated by RinkerMaterials’ management to have been derived from residential construction, 30%from commercial construction, and 20% from civil construction.

 

Economic and populationgrowth, coupled with rising personal incomes and low mortgage rates, haveresulted in substantial growth in US residential construction over the lastfour years.  Residential

 

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housing starts in the US in calendar years 2003, 2002, 2001, 2000 and1999 were estimated by the US Department of Commerce to have been 1.85, 1.71,1.60, 1.57 and 1.64 million respectively, which compares to an average annualrate of 1.55 million starts between calendar years 1993 and 2003.

 

In Florida, which accountedfor about 50% of Rinker Materials’ trading revenues for the year ended March31, 2004, the residential construction market has outperformed the US nationalaverage.  Between calendar years 1999and 2003, Dodge estimated an average annual growth of 16.9% in Floridaresidential construction and building spending, compared to a US average of9.2%.

 

Growth in the US economy andfalling interest rates resulted in strong growth in commercial constructionbetween 1999 and 2001.  Dodge estimatesthat total commercial construction and building spending increased fromUS$132.6 billion in calendar year 1999 to US$139.9 billion in calendar year2001.  In calendar years 2002 and 2003,commercial construction activity softened to US$134 billion and US$125 billionrespectively due to a number of factors principally related to the weaker economicclimate.  Florida construction expenditurehas decreased at a slightly lower rate, from US$8.9 billion in calendar year1999 to US$8.4 billion in calendar year 2003.

 

Rinker Materials’ exposure tothe civil construction sector primarily relates to the construction of roads,highways and bridges.  Civilconstruction activity in the US has increased over the last four years withspending as estimated by Dodge, increasing from US$74.6 billion in calendaryear 1999 to US$100.4 billion in calendar year 2003.  This was primarily due to TEA 21, the legislated federalgovernment infrastructure spending program. In 2003, civil construction activity continued to be positively impactedby federal and state infrastructure funding.

 

Between the fiscal years ended2002 and 2004, Rinker Materials’ volumes have increased.  This was primarily as a result ofacquisitions, such as Kiewit, and underlying growth in key markets,particularly Florida.  Volumes for theyear ended March 31, 2004 have been positively impacted by a full yearcontribution from prior year acquisitions and continued growth in the Floridamarket.  In other markets, growth inresidential construction was offset by a decline in the commercial and civilsectors except for Nevada which experienced strong growth in the civil sector.

 

Rinker Materials’ financialperformance is impacted by changes in prices for its products.  Pricing is determined by the level of demandand supply and the competitive environment in the various geographic andproduct markets in which Rinker Materials operates.  In Florida, over the last three fiscal years, Rinker Materialshas achieved price growth in excess of inflation for the majority of itsproducts.  In other regions, priceincreases have been broadly in line with inflation.

 

*Readymix*

* *

For the fiscal year ended March31, 2004, Readymix’s trading revenue was estimated to have been derivedapproximately 40% from residential construction, 30% from civil constructionand the remaining 30% from commercial construction.

 

Over the last three fiscalyears activity in the residential segment has been influenced by taxation andgovernment housing initiatives.  GSTintroduced in July 2000 had a significant impact on activity prior to itsintroduction (supplemented in the Sydney market by the 2000 Olympic Games) butresulted in an oversupply and a weaker residential market for the subsequentyear.  Falling interest rates and theintroduction of the Australian Federal Government’s First Home Owners Grant ledto an increase in residential commencements in the latter half of fiscal year2002 and has continued through fiscal year 2003 and 2004.

 

50

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The commercial segment of theconstruction market has continued to strengthen during the current fiscal 2004compared to 2003. According to the Australian Bureau of Statistics totalspending in the commercial segment has grown from US$8.1 billion (A$14.3 billion)in the year ended December 31, 2002 to US$10.4 billion (A$14.9 billion) in theyear ended December 31, 2003.  Spendingin the year to December 2001 was estimated at US$6.4 billion (A$12.5 billion).

 

Civil construction inAustralia is largely dependent on government infrastructure programs. Accordingto the Australian Bureau of Statistics spending in the civil segment has risenfrom US$12.8 billion (A$22.7 billion) in the year ended December 31, 2002 toUS$17.8 billion (A$25.5 billion) in the year ended December 31, 2003. Spendingin the year to December 2001 was estimated at US$9.4 billion (A$18.5 billion).

 

For the year ended March 31,2004 there was a continued increase in expenditure in the residential segment,as well as the commercial and civil segments, which has positively impacted theAustralian construction market.  Therecovery in the civil segment over the next two years is largely dependant on anumber of approved public and private infrastructure projects that have nowcommenced. These projects include the Chatswood to Parramatta train line inSydney, the Sydney Cross City Tunnel and the Western Sydney Orbital motorwayalready started, and others which are approved but not yet in progress,including the Lane Cove Tunnel in Sydney and the Mitcham-Frankston freeway inVictoria which has yet to be approved.

 

*Major acquisitions*

* *

As discussed in “Item 4 -Information on the Rinker group” Rinker Materials acquired Kiewit forUS$540 million (net of cash) on September 26, 2002.

 

Since the acquisition onSeptember 26, 2002, for the fiscal year 2003, Kiewit reported US$244.6 millionin trading revenue and US$18.2 million in EBIT and for the fiscal year 2004trading revenue of US$555.5 million and EBIT of US$55.2 million.  These results are integrated with theremainder of Rinker Materials as part of the Aggregate and Concrete, concreteblock and asphalt segments and included in the discussion of Rinker Materialsresults, which follows.

 

In early fiscal year 2001,Rinker Materials acquired Florida Crushed Stone and American Limestone.  The results of these acquisitions arediscussed in the comparison of Rinker Materials’ results below.

 

**2.     Exchange rates**

** **

For the year ended March 31,2004, over 75% of the Rinker group’s trading revenue was generated by RinkerMaterials in the US.  For the yearsended March 31, 2004, 2003 and 2002, there were no movements of currencybetween US dollars and Australian dollars that resulted in a material amount ofrealized exchange gains or losses. The business activity in Australia iscurrently generating adequate cash flow and franking credits to service thecurrent level of Australian dollar dividends. As a result, the only impact of changes in the US dollar/Australiandollar exchange rate is one of accounting translation for financial reportingpurposes.  An appreciation of the A$relative to the US$ would be expected to have a favorable impact on the Rinkergroup’s reported US$ results.

 

The directors believe that thebest measure of performance for Rinker Materials in the US and Readymix inAustralia is their respective local currencies in as much as each generates allrevenue and incurs all costs in that local currency.  Set out below is performance information in US$.  Supplementary performance information inAustralian dollars is set out starting at page 73.

 

51

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The average month end exchangerates used for translation of the Readymix A$ transactions into US$, for theyears ended March 31, 2004, 2003, and 2002 are set out in the table below.

 
|                |   | **Year ended  March 31** |   |
|---------------------|--------|--------------------------|--------|
|                |   | **2004**                 |   | **2003** |   | **2002** |   |
| A$/US$              |   | 0.6977                   |   | 0.5654 |   | 0.5112 |   |
|                |   |                     |   |   |   |   |   |
| Year-on-year change |   | 23                       | %      | 11 | % | (7 | )% |

 

Source: average of Reuter’shedge settlement rates at the end of the calendar month.

 

**3.     Overview – Year ended March31, 2004 compared to the year ended March 31, 2003 and 2002**

** **

The Rinker group’s tradingrevenue and EBIT for the years ended March 31, 2004, 2003, and 2002 are set outbelow in United States dollars. A further breakdown of the Rinker group’sresults to net profit is included in the statement of financial performance inthe financial statements, which are presented elsewhere in this annual report.

** **
|               |   | **Rinker  group  Trading revenues and EBIT  US$ millions  Year Ended March 31,** |   |
|--------------------|--------|----------------------------------------------------------------------------------|--------|
|               |   | **2004**                                                                         |   | **2003** |   | **2002** |   |
|               |   | **Trading  revenues**                                                            |   | **EBIT** |   | **Trading  revenues** |   | **EBIT** |   | **Trading  revenues** |   | **EBIT** |   |
| Rinker Materials   |   | 2,867                                                                            |   | 392 |   | 2,383 |   | 334 |   | 2,103 |   | 306 |   |
| Readymix           |   | 839                                                                              |   | 110 |   | 573 |   | 68 |   | 474 |   | 31 |   |
| Corporate costs    |   | —                                                                           |   | (9 | ) | — |   | (8 | ) | — |   | (7 | ) |
|               |   |                                                                             |   |   |   |   |   |   |   |   |   |   |   |
| Total Rinker group |   | 3,706                                                                            |   | 493 |   | 2,956 |   | 394 |   | 2,577 |   | 330 |   |

 

As previously defined under“Certain definitions,” “EBIT” means Profit from ordinary activities beforefinance and income tax in accordance with Australian GAAP.

 

**Trading revenue**

** **

The Rinker group’s tradingrevenues for the fiscal year ended March 31, 2004 were US$3,706 millioncompared to US$2,956 million for the fiscal year ended March 31, 2003. Thisrepresented an increase of US$750 million, or 25%. In Rinker Materials anincrease in trading revenue of US$484 million was from improved trading and afull year contribution from the Kiewit acquisition in September 2002.  Reported US$ trading revenues in Readymixincreased by US$266 million, reflecting a US$105 million movement in constantcurrency from higher volumes and price improvement in strong constructionmarkets in Australia and China.  Inaddition, an increase of US$161 million was caused by the 23% change in theA$/US$ exchange rate.

 

52

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The Rinker group’s tradingrevenues for the fiscal year ended March 31, 2003 were US$2,956 millioncompared to US$2,577 million for the fiscal year ended March 31, 2002.  This represented an increase of US$379million, or 15%.  The increase wasprimarily due to incremental trading revenue of US$279 million from RinkerMaterials’ fiscal year 2002 acquisitions. Reported Readymix trading revenue increased by US$ 100 million,reflecting a US$45 million movement in constant currency and a US$54 millionmovement due to an 11% change in the A$/US$ exchange rate.

 

**Cost of Sales**

** **

Cost of sales for the Rinkergroup increased by 22% to US$2,158 million in fiscal year 2004 from US$1,766million in fiscal year 2003 and from US$1,542 million in fiscal year 2002.  In Rinker Materials, cost of sales increasedby US$227 million, or 17%, in fiscal year 2004, due principally to theinclusion of a full year of Kiewit, after having increased by US$175 million or15% in fiscal year 2003 due principally to the inclusion of a half year of Kiewit.

 

As a percentage of tradingrevenue, cost of sales was 58% in fiscal year 2004, down from 60% in fiscalyear 2003, which was the same as for fiscal year 2002.  The decrease in fiscal year 2004 isprincipally due to a full year’s result from the Kiewit acquisition, where themix of aggregate, concrete and asphalt businesses has a generally lower cost ofsales than concrete pipe, prestressed products and distribution of gypsumwallboard.

** **

**Warehouse anddistribution costs**

** **

Warehouse and distribution costsrose 31% to US$691 million in fiscal year 2004 from US$527 million in fiscalyear 2003 and from US$454 million in fiscal year 2002. In Rinker Materials, theincrease in costs of US$134 million in fiscal year 2004 was due principally tothe inclusion of a full year of Kiewit.

 

In fiscal year 2004 warehouseand distribution costs represented 18.6% of trading revenue compared to 17.8%in fiscal year 2003 and 17.6% in fiscal year 2002.  The gradual increase in warehouse and distribution costs as apercentage of trading revenue over the last three fiscal years reflects anincreased proportion of Rinker operations in aggregate and concrete where thefreight cost in delivered product revenue is relatively high compared to higherpriced manufactured goods, such as pipe, prestressed concrete, concreteproducts and building materials.

 

**Selling, general andadministrative costs**

** **

Selling, general andadministrative costs rose 21% to US$368 million in fiscal year 2004 from US$303million in fiscal year 2003 and from US$271 million in fiscal year 2002.  In Rinker Materials, an increase of US$36million in fiscal year 2004 included an increase of US$27 million from theconsolidation of Kiewit for a full fiscal year.  In fiscal year 2003, an increase of US$32 million was due to anUS$18 million increase in Rinker Materials related to the acquisition ofKiewit, and US$14 million in Readymix, related to the stronger A$.  Selling, general and administrative costswere 9.9% of trading revenue in fiscal year 2004 compared to 10.3% in fiscalyear 2003 and 10.5% in fiscal year 2002. Business acquisitions have beenintegrated within existing administration cost structures, reducingadministration and other operating costs as a percentage of trading revenue,with operating cost improvements offsetting upward cost pressures in existingbusinesses and from the addition of new businesses.

 

**Other revenue andexpenses from ordinary activities**

** **

Other revenue, primarilyrelated to the disposal of property, plant and equipment and other assets, wasUS$32 million in fiscal year 2004, a decrease from US$74 million in fiscal year2003 which represented a US$31 million increase from US$43 million in fiscalyear 2002.  In fiscal year 2003 thelargest

 

53

----

 

item of the other revenue was the sale of the surplus land in Floridafor US$11 million.  In fiscal year 2002,the largest item of other revenues was the sale of the Blue Diamond quarrybusiness in Nevada for US$15 million. All other transactions in fiscal year2004 and 2003 related to the sale of small non-core businesses, or surplusproperty, plant and equipment, primarily in Rinker Materials and were allindividually less than US$10 million. Other expenses primarily represent the book value of property, plant andequipment and other assets sold.  Infiscal year 2004 other expenses additionally include a US$10.5 millionimpairment write-down in the value of the prestress business and a provision ofUS$4.9 million for rationalization of the Dayton, Ohio precast facility.

 

**EBIT**

** **

The Rinker group’s EBIT of US$493 million for the year ended March31, 2004 represented a US$99 million, or 25%, increase compared to EBIT for theyear ended March 31, 2003 of US$394 million. The increase was due primarily to a US$58 million increase in RinkerMaterials and a US$42 million increase in Readymix, with the increase in RinkerMaterials reflecting a full year contribution from the Kiewit acquisition andincreased volumes and prices in the aggregate and concrete and blockoperations.  The increase in Readymixreflects the contribution from fiscal year 2004 acquisitions and improvedprices and volumes.

 

The Rinker group’s EBIT ofUS$394 million for year ended March 31, 2003 represented a US$64 million, or19%, increase compared to year ended March 31, 2002 EBIT of US$330million.  The increase was due primarilyto a US$28 million increase in Rinker Materials and US$37 million increase inReadymix.  The increase in RinkerMaterials reflects the acquisition of Kiewit in September 2002.  The increase in Readymix reflects a US$32million increase in constant currency primarily from improved prices and a US$7million increase due to an 11% change in the A$/US$ exchange rate.

 

EBIT for the fiscal years 2003and 2002 includes corporate costs of US$8 million and US$7 million,respectively which represent an estimate of total corporate costs which wouldreasonably be expected to have been incurred by Rinker if it had been aseparately listed company for the periods reported.   Corporate costs included in EBIT for the fiscal year 2004amounted to US$9 million.

 

**Borrowing costs**

** **

Borrowing costs were US$59million in each of fiscal years 2004 and 2003 after decreasing from US$64million in fiscal year 2002.  In fiscalyear 2003 borrowing costs were lower than fiscal year 2002 as a result of lowerinterest rates.

 

Rinker debt is predominantlyborrowed by Rinker Materials and borrowing costs are predominantly incurred inRinker Materials.

** **

**Interest income**

** **

Interest income was US$12million in fiscal year 2004 compared to under US$1 million in each of fiscalyears 2003 and 2002.  The increase ininterest income reflects cash balances received from CSR on demerger and strongcash flow during fiscal year 2004, which has been invested in short terminterest bearing investments pending investment in acquisition opportunities.At the end of fiscal year 2004 Rinker had approximately US$328 million on shortterm deposit, principally in A$ accounts earning approximately 5% interest.

 

54

----

 

**Income tax expenserelating to ordinary activities**

** **

Income taxexpense relating to ordinary activities increased by 28% to US$149 million infiscal year 2004, compared to US$117 million in fiscal year 2003 and US$98 millionin fiscal year 2002. The Rinker group’s effective tax rate decreased from 35.0%in fiscal year 2003 to 33.4 % in fiscal year 2004. This decrease was due to aslightly higher proportion of the Rinker group’s EBIT being derived fromReadymix in Australia in fiscal year 2004, where the corporate tax rate is 30%compared to the United States federal rate of 35% plus state tax on UnitedStates earnings from Rinker Materials, and lower effective rates in RinkerMaterials from one-time tax refunds principally due to finalization of taxreturns on recent acquisitions.

 

**Net profit attributableto members of Rinker**

** **

The net profitattributable to members of Rinker increased by US$80 million or 37% to US$296million for fiscal year 2004 from US$216 million for fiscal year 2003 andUS$169 million for fiscal year 2002.

 

Net profit attributable tomembers of Rinker of US$296 million in fiscal year 2004 comprised EBIT ofUS$493 million plus interest income of US$12 million less borrowing costs ofUS$59 million, tax expense of US$149 million, and outside equity interests ofUS$1 million.

 

Net profit attributable tomembers of Rinker of US$216 million in fiscal year 2003 comprised EBIT ofUS$394 million less borrowing costs of US$59 million, tax expense of US$117million, and outside equity interests of US$2 million.

 

**4.     Results of operations forRinker Materials segments**

** **

Rinker Materials has fivebusiness segments: Aggregate; Cement; Concrete, Concrete block and asphalt;Concrete pipe and products; and Other. Rinker Materials records its transactions in its own financialstatements in US dollars.  Results ofoperations in US$ for Rinker Materials for the years ended March 31, 2004,2003, and 2002 are set out below.

 
|                                 |   | **Rinker  Materials  Business Segment Trading revenues and EBIT (3)  US$ millions  Year Ended March 31,** |   |
|--------------------------------------|--------|-----------------------------------------------------------------------------------------------------------|--------|
|                                 |   | **2004**                                                                                                  |   | **2003** |   | **2002** |   |
|                                 |   | **Trading  revenues**                                                                                     |   | **EBIT** |   | **Trading  revenues** |   | **EBIT** |   | **Trading  revenues** |   | **EBIT** |   |
| Aggregates                           |   | 802.6                                                                                                     |   | 138.2 |   | 626.0 |   | 104.0 |   | 489.3 |   | 89.5 |   |
|                                 |   |                                                                                                      |   |   |   |   |   |   |   |   |   |   |   |
| Cement                               |   | 377.0                                                                                                     |   | 95.5 |   | 327.2 |   | 86.8 |   | 312.1 |   | 76.7 |   |
|                                 |   |                                                                                                      |   |   |   |   |   |   |   |   |   |   |   |
| Concrete, concrete block and asphalt |   | 1,365.0                                                                                                   |   | 116.4 |   | 1,010.1 |   | 85.8 |   | 770.5 |   | 63.3 |   |
|                                 |   |                                                                                                      |   |   |   |   |   |   |   |   |   |   |   |
| Concrete pipe and products           |   | 421.4                                                                                                     |   | 53.1 |   | 437.0 |   | 60.1 |   | 484.0 |   | 78.4 |   |
|                                 |   |                                                                                                      |   |   |   |   |   |   |   |   |   |   |   |
| Other(2)                             |   | 410.6                                                                                                     |   | (11.4 | ) | 396.6 |   | (3.1 | ) | 401.5 |   | (1.8 | ) |
|                                 |   |                                                                                                      |   |   |   |   |   |   |   |   |   |   |   |
| Eliminations (1)                     |   | (509.0                                                                                                    | )      | — |   | (413.9 | ) | — |   | (354.1 | ) | — |   |
|                                 |   |                                                                                                      |   |   |   |   |   |   |   |   |   |   |   |
| **Total Rinker Materials in US$**    |   | **2,867.6**                                                                                               |   | **391.8** | ** ** | **2,383.0** | ** ** | **333.6** | ** ** | **2,103.3** | ** ** | **306.1** | ** ** |

 

----

(1)          Aggregates and Cement sellproducts to other Rinker Materials segments. This internal revenue iseliminated on consolidation.

 

55

----

 

(2)          Other includes Gypsum Supply,Pre-stressed concrete, Polypipe and Rinker Materials corporate costs.

 

(3)          EBIT means profit on ordinaryactivities before finance and income tax in accordance with Australian GAAP.

 

***i.      Aggregates***

 

The results of operations forthe Aggregates segment for the years ended March 31, 2004, 2003, and 2002 areset out below.

 
|                      |   | **Year ended  March 31** |   |
|---------------------------|--------|--------------------------|--------|
| **US$  million**          |   | **2004**                 |   | **2003** |   | **2002** |   |
| External revenue (1)      |   | 488.1                    |   | 387.3 |   | 294.9 |   |
|                      |   |                     |   |   |   |   |   |
| Inter segment revenue (2) |   | 314.5                    |   | 238.7 |   | 194.4 |   |
|                      |   |                     |   |   |   |   |   |
| Trading revenue           |   | 802.6                    |   | 626.0 |   | 489.3 |   |
|                      |   |                     |   |   |   |   |   |
| EBIT                      |   | 138.2                    |   | 104.0 |   | 89.5 |   |
|                      |   |                     |   |   |   |   |   |
| EBIT margin% (3)          |   | 17.2                     |   | 16.6 |   | 18.3 |   |

 

----

(1)          External revenue meansrevenue from customers not part of the Rinker group

 

(2)          Inter segment revenue meansrevenue from customers within the Rinker group

 

(3)          EBIT margin % is EBIT dividedby trading revenue

 

Aggregates trading revenue hasincreased over the last three fiscal years as a result of both volume and priceincreases.  The increase in Aggregatesvolumes during fiscal years 2004 and 2003 has been principally due theacquisition of Kiewit in September 2002 with operations in Arizona, Oregon,northern California and other western states, and a number of acquisitions inprior years in Florida, Nevada, Tennessee and Kentucky. Other major factorsthat have impacted volumes were the growth in Florida residential construction,and growth in highway spending in Florida and Georgia.  Aggregates prices have generally increasedat or ahead of inflation.

 

*Year ended March 31, 2004compared to the year ended March 31, 2003*

* *

TradingRevenue:  Trading revenue of US$802.6 million for theyear ended March 31, 2004 represented a US$176.6 million, or 28%, increasecompared to trading revenue for the year ended March 31, 2003 of US$626.0million.

 

The increase principallyreflects:

 

•                  Thefull year contribution from the Kiewit acquisition on September 26, 2002 whichaccounted for approximately US$105 million of the increase in trading revenue;

 

•                  Increasedvolumes and prices in the Florida market which increased trading revenue byapproximately US$56 million; and

 

•                  Increasedvolumes and prices in Georgia, Tennessee and Kentucky partly offset by reducedvolumes in Nevada and Everett, with an overall increase in trading revenue ofUS$14 million.

 

Excluding Kiewit, aggregatevolumes increased by 6% and average prices increased by approximately 6% overthe previous fiscal year.

 

56

----

 

**EBIT**:  EBIT of US$138.2 million for the year endedMarch 31, 2004 represented a US$34.2 million, or 33%, increase compared to EBITfor the year ended March 31, 2003 of US$104.0 million. This was due principallyto full year’s contribution from the September 2002 Kiewit acquisition, whichincreased its EBIT contribution by approximately US$23 million compared to theyear ended March 31, 2003.  Volume andprice improvements in “heritage businesses” (heritage businesses includeacquisitions that have been included in Rinker Materials results for the fullprior fiscal year) also contributed to the increased EBIT.

 

*Year ended March 31, 2003compared to the year ended March 31, 2002*

* *

**Trading Revenue**:  Trading revenue of US$626.0 million for theyear ended March 31, 2003 represented a US$136.7 million, or 28%, increasecompared to trading revenue for the year ended March 31, 2002 of US$489.3million.

 

The increase principally reflects:

 

•                  TheKiewit acquisition on September 26, 2002 which, together with a full yearcontribution from the acquisition of the Nevada quarry operations previouslyowned by Hanson PLC (purchased September 2001) and the Kentucky quarryoperations previously owned by Cemex (purchased December 2001), accounted forapproximately US$110 million of the increase in trading revenue;

 

•                  Increasedvolumes and prices in the Florida residential market supported by civilprojects that were accelerated pursuant to a state government initiative(Mobility 2000) which increased trading revenue by US$28 million; and

 

•                  Weakerto unchanged results in the Tennessee, Washington state and Georgia operationsin line with economic conditions in those markets, which overall decreasedtrading revenue by US$5 million.

 

Excluding Kiewit, aggregatevolumes increased by 9% and average prices increased by approximately 4% overthe previous fiscal year.

 

**EBIT**:  EBIT of US$104.0 million for the year endedMarch 31, 2003 represented a US$14.5 million, or 16% increase compared to EBITfor the year ended March 31, 2002 of US$89.5 million. This was due principallyto full year’s contribution from the Hanson and Cemex businesses acquired infiscal year 2002 and EBIT resulting from the September 2002 Kiewitacquisition.  In total, theseacquisitions contributed EBIT of approximately US$11 million for the year endedMarch 31, 2003.  Volume and priceimprovements in heritage businesses also contributed to the increased EBIT.

 

***ii.    Cement***

 

The results of operations forthe Cement segment for the years ended March 31, 2004, 2003, and 2002 are setout below.

 

57

----

 
|                      |   | **Year ended  March 31** |       |
|---------------------------|--------|--------------------------|------------|
| **US$ million**           |   | **2004**                 |       | **2003** |   | **2002** |   |
| External revenue (1)      |   | 182.5                    |       | 151.9 |   | 152.4 |   |
|                      |   |                     |       |   |   |   |   |
| Inter segment revenue (2) |   | 194.5                    |       | 175.3 |   | 159.7 |   |
|                      |   |                     |       |   |   |   |   |
| **Trading revenue**       |   | **377.0**                | ** ** | **327.2** | ** ** | **312.1** | ** ** |
|                      |   |                     |       |   |   |   |   |
| **EBIT**                  |   | **95.5**                 | ** ** | **86.8** | ** ** | **76.7** | ** ** |
|                      |   |                     |       |   |   |   |   |
| EBIT margin% (3)          |   | 25.3                     |       | 26.5 |   | 24.6 |   |

 

----

(1)          External revenue meansrevenue from customers outside the Rinker group

 

(2)          Inter segment revenue meansrevenue from customers within the Rinker group

 

(3)          EBIT margin % is EBIT dividedby trading revenue

 

Trading revenue growth overthe last three fiscal years was driven principally by volume increases withprices largely stable over the period.

 

*Year ended March 31, 2004compared to the year ended March 31, 2003*

* *

**Trading Revenue**:  Trading revenue of US$377.0million for the year ended March 31, 2004 represented a US$49.8 million, or15%, increase compared to the trading revenue for the year ended March 31, 2003of US$327.2 million.  The increase intrading revenue reflected 16.3% increase in total volumes, and an increase intransport revenue from the cement tanker fleet.

 

Prices were flat compared tothe year ended March 31, 2003, principally due to increased manufacturingcapacity coming on line in Florida and higher bulk cement sales to tradingpartners.

 

**EBIT**:  EBIT of US$95.5 million for the year endedMarch 31, 2004 represented a US$8.7 million, or 10%, increase compared to EBITfor the year ended March 31, 2003 of US$86.8 million.  This was primarily due to increased volumes.

 

*Year ended March 31, 2003compared to the year ended March 31, 2002*

* *

**Trading Revenue**:  Trading revenue of US$327.2million for the year ended March 31, 2003 represented a US$15.1 million, or 5%,increase compared to the trading revenue for the year ended March 31, 2002 ofUS$312.1 million. The increase in trading revenue reflected 2.4% increase intotal volumes and an increase in transport revenue from the cement tankerfleet.

 

Prices were flat compared tothe year ended March 31, 2002, principally due to the initial impact ofincreased manufacturing capacity coming on line in Florida.

 

**EBIT**:  EBIT of US$86.8 million for the year endedMarch 31, 2003 represented a US$10.1 million, or 13%, increase compared to EBITfor the year ended March 31, 2002 of US$76.7 million.  This was principally due to improved cost performance at theMiami cement mill representing approximately half of the increase in EBIT, anda reduction in import cement prices with increased volumes also contributing tothe improvement.

 

58

----

 

***iii.   Concrete, block and asphalt***

 

The results of operations forthe Concrete, concrete block and asphalt segment for the years ended March 31,2004, 2003, and 2002 are set out below.

 
|             |   | **Year ended  March 31** |   |
|------------------|--------|--------------------------|--------|
| **US$ million**  |   | **2004**                 |   | **2003** |   | **2002** |   |
| Trading revenue  |   | 1,365.0                  |   | 1,010.1 |   | 770.5 |   |
|             |   |                     |   |   |   |   |   |
| EBIT             |   | 116.4                    |   | 85.8 |   | 63.3 |   |
|             |   |                     |   |   |   |   |   |
| EBIT margin% (1) |   | 8.5                      |   | 8.5 |   | 8.2 |   |

 

----

(1)          EBIT margin % is EBIT dividedby trading revenue

 

Trading revenue growth overthe last three fiscal years was driven by both volume and price increases.  The increase in volumes reflectsacquisitions, particularly Kiewit in September 2002, and the growth inunderlying markets.

 

*Year ended March 31, 2004compared to the year ended March 31, 2003*

* *

**Trading Revenue**:  Trading revenue of US$1,365million for the year ended March 31, 2004 represented a US$354.9 million, or35%, increase compared to trading revenue for the year ended March 31, 2003 ofUS$1,010.1 million. The incremental effect of a full year contribution from theKiewit acquisition accounted for approximately US$247 million or 70% of theincrease, along with improved trading revenues from operations in Florida,where both concrete and concrete block volumes were at record levels mainly dueto growth in the Florida residential market.

 

Excluding Kiewit, concretevolumes increased by 11% and block volumes increased by 16%.  Also excluding Kiewit, average concreteprices increased by 3% and block prices by 4%.

 

**EBIT**:  EBIT of US$116.4 million for the year endedMarch 31, 2004 represented a US$30.6 million, or 36%, increase compared to EBITfor the year ended March 31, 2003 of US$85.8 million. The increase in EBITmainly reflected the full year contribution to EBIT from the acquisition ofKiewit.  In total, the incrementalcontribution to EBIT in the year ended March 31, 2004 from these acquisitionswas approximately US$16 million.

 

The strong Florida residentialmarket accounted for the balance of the increase in EBIT.  Smaller EBIT improvement in Tennesseeconcrete and Nevada and New Mexico block was offset by weaker results in Nevadaconcrete and Everett concrete and asphalt.

 

*Year ended March 31, 2003compared to the year ended March 31, 2002*

* *

**Trading Revenue**:  Trading revenue of US$1,010.1million for the year ended March 31, 2003 represented a US$239.6 million, or31%, increase compared to trading revenue for the year ended March 31, 2002 ofUS$770.5 million.  The Kiewitacquisition accounted for US$183.0 million or 76% of the increase.  Trading revenue was also positively impacted,in decreasing order, by:

 

•                  Improvedtrading revenues from operations in Florida, where both concrete and concreteblock volumes outpaced previous years due to growth in the Florida residentialmarket;

 

59

----

 

•                  Incrementaltrading revenues from the Hanson and Mid Coast Concrete acquisitions which hada first full year contribution to results in fiscal year 2003; and

 

•                  Increasedconcrete volumes and prices in Nevada.

 

Block volumes in Nevadadeclined due to a slowdown in the housing market. Concrete operations were alsosubdued in Tennessee and Washington state, which both experienced weak markets.

 

Excluding Kiewit, concretevolumes increased by 6% and block volumes increased by 2%.  Also excluding Kiewit, average concreteprices increased by 3% and block prices by 5%.

 

**EBIT**:  EBIT of US$85.8 million for the year endedMarch 31, 2003 represented a US$22.5 million, or 36%, increase compared to EBITfor the year ended March 31, 2002 of US$63.3 million. The increase in EBITmainly reflected contributions to EBIT from the acquisition of Kiewit, togetherwith full year contributions from the Hanson and Mid Coast acquisitions madeduring fiscal year 2002.  In total, theincremental contribution to EBIT in the year ended March 31, 2002 from theseacquisitions was approximately US$19 million. EBIT was also positively affected by improvements in margins in theFlorida business as strong volumes enabled lower unit fixed costs, offset inpart by decreased results in the Washington state and Tennessee regions, whichwere impacted by weaker markets.

 

***iv.    Concrete pipe and products***

 

The results of operations forthe Concrete pipe and products segment for the years ended March 31, 2004,2003, and 2002 are set out below.

 
|             |   | **Year ended  March 31** |       |
|------------------|--------|--------------------------|------------|
| **US$ million**  |   | **2004**                 |       | **2003** |   | **2002** |   |
| Trading revenue  |   | 421.4                    |       | 437.0 |   | 484.0 |   |
|             |   |                     |       |   |   |   |   |
| **EBIT**         |   | **53.1**                 | ** ** | **60.1** | ** ** | **78.4** | ** ** |
|             |   |                     |       |   |   |   |   |
| EBIT margin% (1) |   | 12.6                     |       | 13.8 |   | 16.2 |   |

 

----

(1)          EBIT margin % is EBIT dividedby trading revenue

 

Market conditions have beendepressed during the years ended March 31, 2004 and 2003 leading to an overalldecrease in volumes compared to record high levels in fiscal year 2002.  Slightly lower prices and rationalization ofoperations have also contributed to the decrease in EBIT and EBIT margin.

 

*Year ended March 31, 2004compared to the year ended March 31, 2003*

* *

**Trading Revenue**:  Trading revenue of US$421.4million for the year ended March 31, 2004 represented a US$15.6 million, or 4%,decrease compared to trading revenue for the year ended March 31, 2003 ofUS$437.0 million. This decrease was principally due to a 2% decline in averageprices and flat concrete pipe volumes. Market activity was low in many regions and a number of operationsexperienced significant price declines.

 

**EBIT**:  EBIT of US$53.1 million for the year endedMarch 31, 2004 represented a US$7.0 million, or 12%, decrease compared to EBITfor the year ended March 31, 2003 of US$60.1 million.

 

60

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This reflects principally:

 

•                  Decreasedcontribution from several regions which were faced with market declines and, insome markets, new competition entrants (US$7 million);

 

•                  Partlyoffset by gross margin improvement in most regions through reduction ofmaterial, labor, and maintenance costs amounting to US$5 million; and

 

•                  Provisionfor rationalization of the Dayton, Ohio precast facility (US$4.9 million).

 

*Year ended March 31, 2003compared to the year ended March 31, 2002*

* *

**Trading Revenue**:  Trading revenue of US$437.0million for the year ended March 31, 2003 represented a US$47.0 million, or10%, decrease compared to trading revenue for the year ended March 31, 2002 ofUS$484.0 million. This decrease was principally due to an 8% decline inconcrete pipe volumes including a reduction of US$15 million from thedivestment of operations in Everett, Washington and Portland, Oregon. Lowermarket activity in most regions, and to a lesser extent the impact ofalternative products and new market entrants, reduced revenue by US$32 million.

 

**EBIT**:  EBIT of US$60.1 million for the year endedMarch 31, 2003 represented a US$18.3 million, or 23%, decrease compared to EBITfor the year ended March 31, 2002 of US$78.4 million.   Following volume and price growth in previous years, whichimproved EBIT margins, lower margins were earned in the year ending March 31,2003 reflecting in approximately equal proportions:

 

•                  Theimpact from fixed depreciation and amortization costs, including higherdepreciation from new capital investment;

 

•                  Theallocation of selling and administration costs over a lower trading revenuebase; and

 

•                  Increasesin employee pension and medical benefit plan costs, which rose faster thangeneral inflation.

 

***v.     Other***

 

The results of operations forthe Other segment for the years ended March 31, 2004, 2003, and 2002 are setout below. This segment includes gypsum supply, pre-stressed concrete,polyethylene pipe and Rinker Materials’ corporate unallocated costs.

 
|                                                             |   | **Year ended  March 31** |       |
|------------------------------------------------------------------|--------|--------------------------|------------|
| **US$ million**                                                  |   | **2004**                 |       | **2003** |   | **2002** |   |
| Trading revenue                                                  |   | 410.6                    |       | 396.6 |   | 401.5 |   |
|                                                             |   |                     |       |   |   |   |   |
| **EBIT excluding Rinker Materials corporate  unallocated costs** |   | **8.3**                  | ** ** | **8.1** | ** ** | **10.9** | ** ** |
|                                                             |   |                     |       |   |   |   |   |
| **Rinker Materials corporate unallocated  costs**                |   | **(19.7**                | **)**      | **(11.2** | **)** | **(12.7** | **)** |
|                                                             |   |                     |       |   |   |   |   |
| EBIT                                                             |   | (11.4                    | )          | (3.1 | ) | (1.8 | ) |

 

61

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*Year ended March 31, 2004compared to the year ended March 31, 2003*

 

**Trading Revenue**:  Trading revenue of US$410.6 million for theyear ended March 31, 2004 represented a US$14.0 million or 4% increase comparedto the trading revenue for the year ended March 31, 2003 of US$396.6 million.

 

Gypsum supply trading revenueincreased 10%, primarily from an 8% increase in wallboard volumes.  Wallboard prices increased by 1%.

 

Pre-stressed concrete tradingrevenue decreased by 17%, reflecting lower market activity in the USMidwest.  In March 2004, the Lafayette,Indiana and Henderson, Kentucky plants were sold.

 

Polyethylene pipe tradingrevenue increased by 23% from an increase of 8% in polyethylene pipe volumesand 18% in prices.

 

**EBIT**:  Excluding Rinker Materials corporate unallocatedcosts, EBIT was US$8.3 million for the year ended March 31, 2004 representing aUS$0.2 million or 2% increase compared to EBIT of U$8.1 million for the yearended March 31, 2003.

 

Gypsum Supply EBIT increasedby US$1.8 million from the increase in drywall volumes and a 3% improvement ingross margin.

 

Polypipe EBIT increased byUS$5.1 million in the year ended March 31, 2004 from the increase in volume andprice.

 

Prestress results decreased,mainly as a result of a US$10.5 million impairment write-down in the value ofthe business taken in September 2003. The prestress business is 100% exposed to the weak US commercialconstruction sector.  Excluding thewrite-down, Prestress results improved following completion of a fewtechnically challenging projects that had incurred additional costs in the yearended March 31, 2003.

 

Rinker Materials’ corporateunallocated costs increased by US$8.5 million to US$19.7 million compared tocosts of US$11.2 million for the prior year. Costs are net of gains on land sales that decreased by US$11.4 millionfrom the previous year.

 

*Year ended March 31, 2003compared to the year ended March 31, 2002*

* *

**Trading Revenue**:  Trading revenue of US$396.6 million for theyear ended March 31, 2003 represented a US$4.9 million or 1% decrease comparedto the trading revenue for the year ended March 31, 2002 of US$401.5 million.

 

Gypsum supply trading revenueincreased 11% as a result of both volume (8% increase in wallboard volumes) andprices (6% increase in wallboard prices).

 

Pre-stressed concrete tradingrevenue decreased by 6%, reflecting lower market activity in the US Midwest andthe mix of projects undertaken.

 

Polyethylene pipe andinstallation trading revenue declined by 17% primarily as a result of lowerpolyethylene pipe prices consistent with weaker demand in thetelecommunications sector, and the adverse impact on trading revenues of thesale of the installation business on August 1, 2002.

 

62

----

 

**EBIT**:  Excluding Rinker Materials corporate costs,EBIT was US$8.1 million for the year ended March 31, 2003 representing a US$2.8million or 25% decrease compared to EBIT of US$10.9 million for the year endedMarch 31, 2002.

 

Gypsum Supply EBIT wasunchanged.  Although volumes and pricesincreased, gross margins declined due to increased maintenance and insurancecosts.

 

Polypipe earned a positiveEBIT after incurring a loss in the previous fiscal year.  This was primarily the result of divestingthe loss making pipeline rehabilitation business in August 2002, resulting in aUS$ 2.3 million EBIT improvement in the year ended March 31, 2003 and anincrease in volume and improved cost control.

 

Prestress resultsdeteriorated, impacted by the decrease in volumes and revenue, and increased costsand decreased margins on a few very technically challenging projects.

 

Rinker Materials’ corporatecosts decreased by US$1.5 million to US$11.2 million compared to costs ofUS$12.7 million for the prior year. Costs are net of gains on land sales that were an increase of US$8.9million over the previous fiscal year. These gains were partly offset by increased legal and insurance costs,which were significantly higher than in previous years due to claims and actuariallydetermined provisions for outstanding workers’ compensation claims, and higheremployee health plan costs.

 

**5.     Results of the Readymixsegment**

** **

*Impact of currency exchangerate*

* *

As Readymix records itstransactions in its own financial statements in Australian dollars and theseresults are translated into US dollars for the purposes of combination into thefinancial statements of the Rinker group, the Rinker group is then susceptibleto changes in the exchange rate between the US dollar and the Australiandollar.  An appreciation of the A$relative to the US$ has a favorable impact on the Rinker group’s reported US$results.

 

Given that Readymix recordsits transactions in its own financial statements in Australian dollars, thismanagement discussion and analysis of the financial results also identifies theimpact of currency exchange rates on results.

 

Theresults of operations for the Readymix segment have been set out in Australiandollars starting at page 78, below.

 
|             |   | **Year ended  March 31** |   |
|------------------|--------|--------------------------|--------|
| **US$ million**  |   | **2004**                 |   | **2003** |   | **2002** |   |
| Trading revenue  |   | 838.6                    |   | 572.5 |   | 474.0 |   |
|             |   |                     |   |   |   |   |   |
| EBIT             |   | 110.1                    |   | 67.8 |   | 31.0 |   |
|             |   |                     |   |   |   |   |   |
| EBIT margin% (1) |   | 13.2                     |   | 11.8 |   | 6.6 |   |

 

----

(1)          EBIT margin % is EBIT dividedby trading revenue

 

63

----

 

*Year ended March 31, 2004compared to the year ended March 31, 2003*

* *

**Trading Revenue**:  Trading revenue of US$838.6million for the year ended March 31, 2004 represented a US$266.1 million, or46%, increase compared to trading revenue for the year ended March 31, 2003 ofUS$572.5 million. This reflected a US$105.5 million movement in constantcurrency and an increase of US$160.6 million caused by the 23% change in theA$/US$ exchange rate.

 

The increase in constantcurrency trading revenue was approximately evenly divided between volume improvementin the heritage business, the contribution from fiscal year 2004 acquisitions,and price improvement across all product lines.  Acquisitions included the Excel quarry and concrete business insoutheast Queensland, Broadway & Frame in Victoria, two other smallacquisitions in Australia and Qingdao concrete in China.  Concrete volumes and aggregate volumes,assisted by the acquisitions, increased by 18% and 15% respectively.  Pipe and concrete products volume increasedby 5%.  Concrete prices increased by 5%,aggregate prices by 3%, and concrete pipe prices by 6%.

 

**EBIT**:  EBIT of US$110.1 million for the year endedMarch 31, 2004 represented US$42.3 million, or 63%, increase compared to EBITof US$67.8 million for the year ended March 31, 2003. This reflected a US$22.0million movement in constant currency and an increase of US$20.3 million causedby the 23% change in the A$/US$ exchange rate.

 

The increase in constantcurrency was principally due to a US$7.7 million contribution from fiscal year2004 acquisitions, a US$4.4 million increase in EBIT from the concrete pipe andproducts business, with the balance from improved margins in the aggregate andconcrete businesses.

 

Improved results from Chinapartly offset lower EBIT in Cement Australia and Emoleum.

 

*Year ended March 31, 2003compared to the year ended March 31, 2002*

* *

**Trading Revenue**:  Trading revenue of US$572.5million for the year ended March 31, 2003 represented a US$98.5 million, or21%, increase compared to trading revenue for the year ended March 31, 2002 ofUS$474.0 million.  This reflected aUS$45.3 million movement in constant currency and an increase of US$53.2million caused by the 11% change in the A$/US$ exchange rate.

 

The increase in constantcurrency trading revenue comprised US$36 million from price increases in bothconcrete and aggregates, together with increased concrete volumes of US$13million from greater residential and commercial construction activity and anincrease of US$5 million from Chinese operations which benefited from highervolumes due to government infrastructure projects.  This was offset by reduced aggregates revenue of US$6 million dueto the completion of a number of major infrastructure projects, a reduction ofUS$2 million through closure of the Taiwan operations, and lower tradingrevenue from decreased pipe and concrete product volumes of US$1 million.

 

**EBIT**:  EBIT of US$67.8 million for the year endedMarch 31, 2003 represented an US$36.8 million, or 119%, increase compared toEBIT of US$31.0 million for the year ended March 31, 2002. This reflected aUS$30.1 million movement in constant currency and an increase of US$6.6 millioncaused by the 11% change in the A$/US$ exchange rate.

 

The increase in the constantcurrency EBIT was principally due to improved margin of US$26 million fromconcrete and aggregates reflecting increased concrete and aggregate pricespartially offset by an increase in cost of sales.

 

64

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EBIT from the pipe andconcrete products business improved with both prices and volumes ahead of theprior year by 4% and from cost reduction initiatives.   EBIT in the Chinese operations also increased due to increasedvolumes.

 

#### **B.**            Liquidity and Capital Resources

#### ** **

*Liquidity*

* *

The Rinker group meets itsworking capital needs and capital expenditure requirements through acombination of operating cash flows and external debt raising.  In management’s opinion, the Rinker group’scurrent working capital is sufficient to meet the Rinker group’s current liquidityrequirements.

 

The table below sets out theRinker group’s statements of cash flows for the years ended March 31, 2004,2003, and 2002.

** **

***Statements of cash flows (1)***

 
|                                          |   | **Year ended  March 31** |   |
|-----------------------------------------------|--------|--------------------------|--------|
| **(US$ million)**                             |   | **2004**                 |   | **2003** |   | **2002** |   |
| Net cash from operating activities            |   | 660.6                    |   | 514.3 |   | 445.4 |   |
| Net cash (used in) investing activities       |   | (231.0                   | )      | (592.5 | ) | (200.3 | ) |
| Net cash from (used in) financing  activities |   | (244.7                   | )      | 172.7 |   | (260.1 | ) |
| Net increase (decrease) in cash held          |   | 184.9                    |   | 94.5 |   | (15.0 | ) |

 

----

(1)          A reconciliation of netprofit attributable to members of Rinker group to net cash from operatingactivities (including movements in working capital) is set out in the financialstatements.

 

Cash flows from operatingactivities in the year ended March 31, 2004 of US$660.6 million represented aUS$146.3 million, or 28%, increase compared to US$514.3 million in the yearended March 31, 2003.  This wasprincipally due to improved EBIT of US$98.8 million, about 30% from the Kiewitacquisition and improvements in aggregate price and volumes, 30% from improvedconcrete and concrete block volumes in Florida, and 40% from price and volumeimprovements in Florida.  Cash flowsfrom operating activities in the year ended March 31, 2003 of US$514.3 millionrepresented a US$68.9 million, or 15%, increase compared with US$445.4 millionin year ended March 31, 2002.  This wasprincipally due to the US$63.6 million increase in EBIT due to the Kiewitacquisition and improved prices in Readymix.

 

Net investing cash flowsconsist primarily of capital expenditure necessary to maintain the productivecapacity of the Rinker group, outflows relating to acquisitions (net of debtassumed on acquisition), and net proceeds from divestments.

 

Capital expenditure on anaccruals basis, including major acquisitions was as follows:

 
|                   |   | **Year ended  March 31** |       |
|------------------------|--------|--------------------------|------------|
| **US$ millions**       |   | **2004**                 |       | **2003** |   | **2002** |   |
| Rinker Materials       |   | 150                      |       | 651 |   | 220 |   |
|                   |   |                     |       |   |   |   |   |
| Readymix               |   | 89                       |       | 38 |   | 22 |   |
|                   |   |                     |       |   |   |   |   |
| **Total Rinker group** |   | **239**                  | ** ** | **689** | ** ** | **242** | ** ** |

 

Rinker Materials acquiredKiewit Materials during the year ended March 31, 2003 for US$540 million.  There were no material acquisitions in 2004or 2002.

 

65

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At March 31, 2004, the Rinkergroup had capital expenditure commitments of US$20.4 million outstanding, ofwhich US$10.0 million was for the acquisition of Loven, Inc. on April 1, 2004.

 

*Capitalresources*

* *

The Rinker group’s debtprofile during fiscal years 2004 and 2003 has been as follows:

** **

**Group Debt Profile as at March 31**

 
| **(US$ millions, except where  indicated)** |   | **2004** |   | **2003** |   |
|---------------------------------------------|--------|----------|--------|----------|--------|
| Long term debt (1)                          |   | 912.4    |   | 1,051.5  |   |
| Total debt (2)                              |   | 929.8    |   | 1,213.2  |   |
| Net debt (3)                                |   | 601.3    |   | 948.9    |   |
| Net debt to capitalization ratio (4)        |   | 20.9     | %      | 33.5     | %      |

 

----

(1)          Debtmaturing in excess of twelve months from period end.

 

(2)          Longterm debt plus short-term debt (including bank overdrafts).

 

**Total Debt as at March 31**

 
| **(US$ millions)**                |   | **2004** |   | **2003** |   |
|-----------------------------------|--------|----------|--------|----------|--------|
| Current interest-bearing debt     |   | 17.4     |   | 161.7    |   |
| Non-current interest-bearing debt |   | 912.4    |   | 1,051.5  |   |
| Total debt                        |   | 929.8    |   | 1,213.2  |   |

 

(3)          Total debt less cash andshort term lending, including cash owed in 2003 by CSR of US$153.3 million.

** **

**Net Debt as at March 31**

 
| **(US$ millions)** |   | **2004** |   | **2003** |   |
|--------------------|--------|----------|--------|----------|--------|
| Total debt         |   | 929.8    |   | 1,213.2  |   |
| Cash Assets        |   | (328.5   | )      | (264.3   | )      |
| Net debt           |   | 601.3    |   | 948.9    |   |

 

(4)          Ratio of net debt to net debtplus total shareholders’ equity.

 

**Net debt to capitalization ratio as at March31**

 
| **(US$ millions, except where  indicated)** |   | **2004** |   | **2003** |   |
|---------------------------------------------|--------|----------|--------|----------|--------|
| Net debt                                    |   | 601.3    |   | 948.9    |   |
| Total Shareholders’ Equity             |   | 2,280.6  |   | 1,884.2  |   |
| Net debt to capitalization ratio            |   | 20.9     | %      | 33.5     | %      |

 

Rinker’s management uses netdebt and capitalization ratio information to assess the financial position ofthe group and believes it is useful to investors because it relates the netdebt levels of the group to the equity of the business.  Net debt does not include off balance sheetfinancial commitments, such as operating leases or other commitments.  Net debt to capitalization ratio does notrepresent a measure of solvency, nor liquidity, nor Rinker’s ability to paydebts or make other required payments as they fall due.  This non-GAAP measure should not beconsidered a substitute for the statement of financial position includedelsewhere in this annual report.

 

66

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**Debt facilities**

** **

Asat March 31, 2004 the Rinker group had debt facilities comprised as follows:

 
| **Type**                           |   | **Maturing**                 |   | **Limits /  Outstanding  US$ million** |   |
|------------------------------------|--------|------------------------------|--------|----------------------------------------|--------|
| Uncommitted working capital        |   | Annual review                |   | 70.0                                   |   |
| Bank loans                         |   | March 2005 – April 2007 |   | 1,077.5                                |   |
| Commercial Paper                   |   | No fixed maturity            |   | 400.0                                  |   |
| Rinker Materials Bonds             |   | July 2005                    |   | 250.0                                  |   |
| Rinker Materials Private Placement |   | August 2010                  |   | 100.0                                  |   |
| Rinker Materials Private Placement |   | December 2010                |   | 100.0                                  |   |
| Rinker Materials Bonds             |   | July 2025                    |   | 149.9                                  |   |

 

Rinkergroup is in compliance with all debt covenants.

 

**Bank loans**

** **

RinkerMaterials has established banking credit facilities of US$1,077.5 million atMarch 31, 2004 (of which US$492.4 million were undrawn at March 31, 2004).These are revolving cash advance facilities provided by the Rinker group’sseven relationship banks on a bilateral basis. The borrowings under each of these bilateral facilities are guaranteedby Rinker.  In total, the facilitiesprovided have three maturities as follows:

 

•                  US$200.0million, which mature 364 days from initial draw down notice date;

 

•                  US$407.5million, which mature on April 1, 2006; and

 

•                  US$470.0million, which mature on April 1, 2007.

 

Interest is payable by RinkerMaterials on amounts drawn under the facilities at LIBOR plus a margin.  The margins payable under the facilities aregenerally consistent with that which an A-/BBB+ rated entity would expect toobtain for facilities of this size and nature and vary by tranche for eachindividual bank.  Facilities totaling US$412.5million feature credit margins that are fixed over the life of the agreement,while facilities totaling US$665 million feature margins that are set byreference to the actual levels of gearing (defined as net debt divided by“EBITDA” which means consolidated profit from ordinary activities beforefinance, income tax, depreciation and amortization, in accordance withAustralian GAAP) or interest cover (defined as EBITDA divided by net interestexpense) reported by Rinker and calculated on a rolling twelve month basis,using publicly reported consolidated half yearly and annual results.  Based on Rinker’s results at March 31, 2004,the overall weighted average margin over LIBOR across all facilities wasapproximately 0.34% per annum.

 

Thefacilities contain customaryprovisions relating to events of default, which could trigger early repayment.The facilities also contain certain restrictive covenants and financialcovenants that are customary for facilities of this nature.  The restrictive covenants limit the additionof new secured debt (generally not to exceed 10% of consolidated assets ofRinker group) and the amount of debt permitted to be incurred by entities otherthan Rinker and Rinker Materials (not to exceed 15% of consolidated assets ofRinker group).  The financial covenantsspecify a maximum debt to EBITDA ratio (3 times) and a minimum EBITDA dividedby net interest expense ratio (3.25 times) that must be maintained, with both

 

67

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covenants calculated on arolling 12 month basis using publicly reported consolidated half yearly andannual results.  Other than therequirements to comply with the limitations and satisfy the ratios set forthabove, the facility agreements do not restrict the borrowing of additionalamounts of unsecured debt by companies in the Rinker group as long as the loansunder the credit facilities have at least the same preference in the sharing ofassets upon liquidation as any additional unsecured obligations. There are nocredit rating downgrade triggers that could cause early repayment under thesefacilities.

 

**Commercial Paper**

** **

Rinker Materials can issuefrom time to time commercial paper under a US commercial paper program that wasestablished in 1991.  At the time of Rinker’sdemerger from CSR, the program was amended to replace CSR with Rinker asguarantor of the US commercial paper notes, and to remove CSR Finance Limited,a wholly owned subsidiary of CSR, as an issuer of notes under the program.

 

The program has no maturityand allows for a maximum of US$400 million of notes to be issued andoutstanding at any one time.  The noteshave maturities up to 270 days from the date of issuance and are issued at parless a discount representing an interest factor or, if interest bearing, atpar.  As at March 31, 2004, US$25million in aggregate principal amount of notes were issued and outstandingunder the program.

 

**US$ Bonds**

** **

Rinkergroup companies have outstanding US$ bonds as follows:

 

*2005bonds*

* *

The indenture governing theUS$250 million bonds outstanding paying interest of 6.875% per annum guaranteedby CSR and due on July 21, 2005 was amended to add Rinker as guarantor of Rinker Materials’obligations under the indenture on the same terms and conditions as theexisting guarantee from CSR.

 

Rinkerand Rinker Materials have agreed to indemnify CSR for any obligations that comedue under CSR’s guarantee in respect of the 2005 bonds. To support itsindemnity, Rinker Materials has procured, under its new US$1,077.5 million creditfacilities, bank letters of credit for CSR’s benefit, for any obligations thatcome due under CSR’s guarantee obligations in respect of the 2005 bonds.

 

*2025bonds*

* *

Rinker Materials has issuedUS$149.9 million in bonds paying interest of 7.70% per annum due on July 21,2025 guaranteed by Rinker.

 

Theindentures governing the 2005 bonds and the 2025 bonds contain customary provisions relating to events ofdefault, which could trigger early repayment. The indentures also contain certain restrictive covenants that are customaryfor financings of this nature.  Therestrictive covenants limit the addition of new secured debt (generally not toexceed 10% of consolidated net tangible assets of Rinker group) and restrictany merger of Rinker or Rinker Materials with another party unless the bondsare assumed by the entity resulting from such merger.  The indentures donot restrict the borrowing of additional amounts of unsecured debt by companiesin the Rinker group.  There are nocredit rating downgrade triggers that could cause early repayment of the bonds.

 

68

----

 

**Private Placements**

** **

Rinker Materials has privatelyplaced US$200 million in senior notes, in two series of US$100 million each,maturing on August 8, 2010 and December 1, 2010, guaranteed by Rinker.

 

Thenotes contain customaryprovisions relating to events of default, which could trigger early repayment.The notes also contain certain restrictive covenants and financial covenants that arecustomary for financings of this nature. The restrictive covenants limit the addition of priority debt (generallynot to exceed 25% of consolidated assets of Rinker group), where priority debtis defined as debt secured in priority to the notes and debt incurred by entitiesother than Rinker and Rinker Materials. The financial covenants specify a maximum debt to EBITDA ratio (3.5times) and a minimum EBITDA divided by net interest expense ratio (2.75 times)that must be maintained, with bothcovenants calculated on a rolling twelve month basis using publicly reportedconsolidated half yearly and annual results. Other than the requirements to comply with the limitations and satisfythe ratios set forth above, the notes do not restrict the borrowing ofadditional amounts of unsecured debt by companies in the Rinker group as longas the notes have at least the same preference in the sharing of assets uponliquidation as any additional unsecured obligations.  There are no credit rating downgrade triggers that could causeearly repayment of the notes.

 

**Other borrowings**

** **

At March 31, 2004 Rinkergroup entities had in place uncommitted working capital facilities availablefor short-term cash advances and the issuance of letters of credit whichtotaled US$70 million.  US$36 million in letters of credit were issued against these workingcapital facilities at March 31, 2004.

 

There are no legal or economicrestrictions on the ability of its subsidiaries to transfer funds to Rinker inthe form of cash dividends, loans or advances, with the exception of thepreviously existing 15 percent US dividend withholding tax which was eliminatedeffective July 1, 2003.

 

Rinkeris not aware of any restrictions on the use of committed borrowing facilitiesother than as detailed. Borrowing requirements are not normally subject to anyseasonal factors.

 

#### **C.**            Research and Development, Patents andLicenses

#### ** **

Rinker group entities incurresearch and development (“R&D”) costs in a number of business areas, whichare expensed when incurred.  InAustralia, certain research and development project expenditure qualifies forAustralian R&D tax concessions.  Theamounts for the following fiscal years were:

 
| 2002 |   | US$1.69 million |
|------|--------|-----------------|
| 2003 |   | US$2.76 million |
| 2004 |   | US$1.30 million |

 

Rinker Materials is notentitled to material US taxation concessions on R&D expenditures.

 

#### **D.**            TrendInformation

#### ** **

Relevant industry and markettrends for the Rinker group as a whole and for Rinker Materials and Readymixare discussed in “Item 5.A. - Management discussion and analysis of the financialresults”.

 

Rinker is not aware of anytrends, uncertainties, demands, commitments or events that are reasonablylikely to have a material effect on the Rinker group’s trading revenues, incomefrom continuing operations, profitability, liquidity or capital resources, orthat would cause reported financial

 

69

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information not necessarily tobe indicative of future operating results or financial condition, other than asdescribed in this annual report.

 

#### **E.**              Off-balance sheet financial arrangements

#### ** **

The Rinker group does not usespecial purpose vehicles or any other significant form of off-balance sheetfinancing.  Details of the Rinker group’s use of financial instrumentsare included in “Item 11 - Quantitative and Qualitative Disclosures aboutMarket Risks” and Note 27 of the financial statements included elsewhere inthis annual report.

 

Guarantees have been made inrespect of self-insured workers compensation obligations as described in Note36 of the financial statements, included elsewhere in this annual report.

 

The Rinker group has certainoff-balance lease obligations in the form of operating leases as outlined inthe table of “Contractual Obligations and Commercial Commitments” below.

 

#### **F.**              Contractual obligations and commercialcommitments

#### ** **

The Rinker group’s short termand long-term obligations and commitments are detailed below:

 
| **US$ million**                           |   | **Payments Due by Period** |   |
|-------------------------------------------|--------|----------------------------|--------|
| **As at March 31, 2004**                  |   | **Total**                  |   | **Less than  1 year** |   | **1 to 3  years** |   | **3 to 5  years** |   | **Over 5  years** |   |
| Short term debt (excluding interest)      |   | 17.4                       |   | 17.4 |   | — |   | — |   | — |   |
| Long term debt (excluding interest)       |   | 911.9                      |   | — |   | 255.8 |   | 303.7 |   | 352.4 |   |
| Lease obligations – Finance leases   |   | 0.9                        |   | 0.4 |   | 0.5 |   | — |   | — |   |
| Lease obligations – Operating leases |   | 129.0                      |   | 29.6 |   | 20.1 |   | 35.0 |   | 44.3 |   |
| Contracted capital expenditure            |   | 20.4                       |   | 20.4 |   | — |   | — |   | — |   |
| Other long-term obligations               |   | 22.0                       |   | 2.6 |   | 19.4 |   | — |   | — |   |
| Total contractual cash obligations        |   | 1,101.6                    |   | 70.4 |   | 295.8 |   | 338.7 |   | 396.7 |   |

 

Rinker believes these shortterm and long-term obligations and commitments will be satisfied through cashgenerated from operations, together with cash on hand and, where necessary,borrowings available under the existing and proposed financing facilitiesdescribed above.

 

Details of the long-term debtarrangements above are included in Item 5.B. “Liquidity and Capital Resources.”

 

Rinker group entities have notentered any material long-term purchase obligations, which specify fixed orminimum quantities, although they negotiate purchase terms including price, inthe ordinary course of business.

 

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Rinker has made certaintransitional agreements with CSR with respect to the demerger and guarantees inrelation to workers compensation self insurance.  Details are included in “Item 7 – Major Shareholders and RelatedParty Transactions.”

 

#### **G.**            Major restructuring and rationalizationcharges

#### ** **

No material restructuring orrationalization charges were incurred in fiscal years 2004, 2003 or 2002.

 

#### **H.**            Details of defined benefit pension plans

#### ** **

Details of the Rinker groupsuperannuation arrangements are included in Note 32 of the financial statementsincluded elsewhere in this annual report. Rinker group entities participate in a number of superannuation funds inAustralia, the United States and other countries where they operate.  The funds provide benefits either on adefined benefit or cash accumulation basis, for employees on retirement,resignation, or disablement, or to their dependants on death.  Employer contributions are legallyenforceable, with the right to terminate, reduce or suspend those contributionsupon giving adequate written notice to the participants and trustees.  However, Rinker and its Australiancontrolled entities are required to provide a minimum level of superannuationsupport for employees under the Australian Superannuation Guaranteelegislation.

 

*Asset backing*

* *

The assets of the three USbased superannuation funds were not sufficient to satisfy all benefits thatwould have been vested in the event of termination of the funds, or in theevent of the voluntary or compulsory termination of the employment of eachemployee to the extent shown below.

 

The total deficit of the USplans based on their most recent audited actuarial reviews totaled US$11.7million as follows: Rinker Materials Corporation Pension Plan: deficit US$2.5million (as at January 1, 2003), Rinker Materials Corporation Retirement IncomePlan: deficit US$6.9 million (as at January 1, 2003), United Metro/San Xavier CollectivelyBargained Pension Plan: deficit US$2.3 million (as at October 1, 2002), asdetailed in the table below.

 

The deficit of the US plansbased on updated but unaudited reviews at January 1, 2004 and using US GAAPassumptions totaled US$20.2 million as follows: Rinker Materials CorporationDefined Benefit Pension Plan: deficit US$4.9 million,  Rinker Materials Corporation Retirement Income Plan: deficitUS$10.5 million, United Metro/San Xavier Collectively Bargained Pension Plan:deficit US$4.8 million.

 

These deficits are intended tobe funded progressively by Rinker Materials and all minimum fundingrequirements have currently been satisfied.

 

*Defined benefit funds*

* *

The benefits provided bydefined benefit funds are based on length of service or membership and salaryof the member at or near retirement. Member contributions, based on a percentage of salary, are specified bythe rules of the fund.

 

Employer contributionsgenerally vary based on actuarial advice and may be reduced or even cease when afund is in actuarial surplus.  Thesecontributions are expensed in the period in which they are incurred and areincluded in the table below.

 

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| **Defined benefit funds sponsored by  Rinker Group  (US$ million)** |   | **Accrued  benefits** |   | **Market  value of   assets** |   | **Surplus  (Deficit)** |   | **Vested  benefits** |   | **Employer  Contributions for the  year** |   |
|---------------------------------------------------------------------|--------|-----------------------|--------|-------------------------------|--------|------------------------|--------|----------------------|--------|-------------------------------------------|--------|
| **Paid**                                                            |   | **Payable**           |   |
| Harwood Superannuation FundDefined  Benefit Division(a)             |   |                  |   |                          |   |                   |   |                 |   |                                      |   |   |   |
|                                                                |   |                  |   |                          |   |                   |   |                 |   |                                      |   |   |   |
| Pre-Demerger component                                              |   | 7.7                   |   | 9.6                           |   | 1.9                    |   | 7.6                  |   | 1.4                                       |   | — |   |
| Post-Demerger component                                             |   | 1.7                   |   | 1.5                           |   | (0.2                   | )      | 1.7                  |   | 1.7                                       |   | — |   |
| Rinker Materials Corporation Defined  Benefit Pension Plan(b)       |   | 11.5                  |   | 9.0                           |   | (2.5                   | )      | 11.1                 |   | 1.0                                       |   | 0.3 |   |
| Rinker Materials Corporation Retirement  Income Plan(b)             |   | 19.1                  |   | 12.2                          |   | (6.9                   | )      | 18.7                 |   | 1.5                                       |   | 0.2 |   |
| United Metro/San Xavier Collectively  Bargained Pension Plan(c)     |   | 10.0                  |   | 7.7                           |   | (2.3                   | )      | 9.1                  |   | 2.3                                       |   | 0.6 |   |

 

----

(a)          The amounts represent theactuarial liabilities, determined to be past service liabilities, calculated atMarch 31, 2004 based on the assumptions used for the last actuarial reviewwhich was performed on June 30, 2003 by R Paton FIA FIAA.

 

TheFund was separated into two separate plans from the date of demerger,comprising pre and post demerger components as shown.

 

Thereis an enforceable obligation for Rinker Group Limited and CSR Limited tocontribute such amounts as to ensure that the assets attributable to theHarwood Superannuation Fund’s Defined Benefit Division (DBD) are not less than120% of the amount required to meet the accrued defined benefit liabilities ofthe Harwood Superannuation Fund as at the demerger date. CSR Limited has madeavailable to the fund a bank guarantee to satisfy this obligation. The actuaryrevalues the accrued benefit liabilities at least annually. Rinker GroupLimited is required to cover, in effect, 50% of such obligations. CSR Limitedis required to cover, in effect, the remaining 50%. The pre demerger actuarialliabilities, determined to be past service liabilities, at March 31, 2004 forthis joint obligation totals US$123.6 million or A$163.7 million and the assetscorresponding for this liability were US$142.8 million or A$189.1 million or116% of the accrued liabilities.

 

Inrespect of the Rinker group component of the post demerger DBD of the HarwoodSuperannuation Fund (RGL Plan DBD), there is an obligation for Rinker GroupLimited to contribute such amounts as to ensure that the assets attributable tothe RGL Plan DBD are not less than 120% of the amount required to meet theactuarial liabilities of the RGL Plan’s DBD. A bank guarantee has been madeavailable by CSR Limited to the Trustee of the Fund to satisfy that commitment.As at March 31, 2004, the assets of the RGL Plan DBD were 118% of thecorresponding actuarial liabilities.

 

(b)         Last actuarial reviewperformed by Michael Van Behren EA MAAA on January 1, 2003.

 

(c)          Last actuarial reviewperformed by Michael Van Behren EA MAAA on October 1, 2002.

 

*Key assumptions*

* *

In performing the updatedcalculations of pension accrued benefits and market value of assets at March31, 2004, the following rates (weighted by total fund assets) have been used:discount rate 6.1% (2003: 6.6%, 2002: 7.3%), compensation increase (applicableto Retirement Income Plan and Harwood Superannuation Fund): 3.9% (2003: 4.3%,2002: 4.3%) and rate of return on assets: 7.7% (2003: 8.5%, 2002: 9.0%).

 

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A change in the discount rateused to calculate benefits obligations under the Rinker group companies’defined benefit plans by 25 basis points, would result in an estimated changein the fund deficit at March 31, 2004 of US$2 million.

 

*US GAAP*

* *

In accounting for definedbenefit superannuation funds, Australian GAAP requires the recognition of anexpense to the Rinker group only when contributions are paid or payable to thesuperannuation funds. Under US GAAP, the amount charged to the income statementin each accounting period is the net retirement benefit expense (net periodicpension income) which comprises actual service cost of the plan to the Rinkergroup and the interest cost of the projected benefit obligations of the fund,less the expected return of the assets invested in the plan and netamortization and deferral of costs.  Asdetailed in Note 37 to the financial statements included elsewhere in thisannual report, for fiscal year 2004 the adjustment to US GAAP net profitreduced net profit by US$0.5 million (fiscal year 2003, increased US$2.0million).

 

Under US GAAP if an additionalminimum pension liability is recognized, an equal amount shall be recognized asan intangible asset, provided that the asset recognized must not exceed theamount of unrecognized prior service cost. If an additional minimum pension liability required to be recognizedexceeds unrecognized prior service cost, the excess (which represents a netloss not yet recognized as net periodic pension cost) shall be reported as aseparate component of equity. No such adjustment is required for AustralianGAAP.  The net impact in fiscal year2004 was a reduction in US GAAP equity of US$12.4 million (fiscal year 2003US$17.0 million).

 

#### **I.**                 Supplementary Operating and FinancialReview and Prospects - Australian Dollars

#### ** **

Certain information presentedin US$ in Item 5 - A to H above has been represented below in A$.

 

**1.**              Supplementary Management discussion andanalysis of the financial results – Australian Dollars

** **

For the year ended March 31,2004, over 75% of the Rinker group’s trading revenue was generated by RinkerMaterials in the US.  For the yearsended March 31, 2004, 2003 and 2002, there were no movements of currencybetween US dollars and Australian dollars that resulted in a material amount ofrealized exchange gains or losses.  Thebusiness activity in Australia is currently generating adequate cash flow andfranking credits to service the current level of Australian dollardividends.  As a result, the only impactof changes in the US dollar/Australian dollar exchange rate is one of accountingtranslation for financial reporting purposes. An appreciation of the A$ relative to the US$ would be expected to havea favorable impact on the Rinker group’s reported US$ results.

 

The directors believe that thebest measure of performance for Rinker Materials in the US and Readymix in Australiais their respective local currencies in as much as each generates all revenueand incurs all costs in that local currency. Set out below is performanceinformation in A$. Performance information in US dollars is set out starting atpage 46.

 

The average month end exchangerates used for translation of the Rinker Materials’ US$ transactions into A$for the years ended March 31, 2004, 2003 and 2002 are set out in the tablebelow.

 

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|                 |   | **Year Ended  March 31** |   |
|----------------------|--------|--------------------------|--------|
|                 |   | **2004**                 |   | **2003** |   | **2002** |   |
| **US$/A$ - average** |   | 0.6977                   |   | 0.5654 |   | 0.5112 |   |
| Year-on-year change  |   | 23                       | %      | 11 | % | (7 | )% |

 

Source:  average of Reuter’s hedge settlement ratesat the end of the calendar month.

 

For further informationregarding historical US$/A$ exchange rates, see “Item 3. E. – Supplementary KeyInformation - Australian Dollars Currency of Presentation and Exchange Rates”commencing on page 16.

 

***i.      Overview — Year endedMarch 31, 2004 compared to the year ended March 31, 2003 and 2002***

 

The Rinker group’s tradingrevenue and EBIT for the years ended March 31, 2004, 2003, and 2002 are set outbelow in Australian dollars. A further breakdown of the Rinker group’s resultsto net profit is included in the statement of financial performance in thefinancial statements, which are presented elsewhere in this annual report.

** **
|                   |   | **Rinker  group  Trading revenues and EBIT  A$ millions  Year Ended March 31** |   |
|------------------------|--------|--------------------------------------------------------------------------------|--------|
|                   |   | **2004**                                                                       |   | **2003** |   | **2002** |   |
|                   |   | **Trading  revenues**                                                          |   | **EBIT** |   | **Trading  revenues** |   | **EBIT** |   | **Trading  revenues** |   | **EBIT** |   |
| Rinker Materials       |   | 4,139                                                                          |   | 568 |   | 4,218 |   | 592 |   | 4,116 |   | 598 |   |
| Readymix               |   | 1,201                                                                          |   | 158 |   | 1,014 |   | 119 |   | 925 |   | 61 |   |
| Corporate costs        |   | —                                                                         |   | (13 | ) | — |   | (13 | ) | — |   | (13 | ) |
|                   |   |                                                                           |   |   |   |   |   |   |   |   |   |   |   |
| **Total Rinker group** |   | 5,340                                                                          |   | 713 |   | 5,232 |   | 698 |   | 5,041 |   | 646 |   |

 

As previously defined under“Certain definitions,” “EBIT” means Profit from ordinary activities beforefinance and income tax in accordance with Australian GAAP.

 

**Trading revenue**

** **

In Australian dollars, theRinker group’s trading revenues for the fiscal year ended March 31, 2004 wereA$5,340 million compared to A$5,232 million for the fiscal year ended March 31,2003. This represented an increase of A$108 million, or 2%.  Reported A$ trading revenues for RinkerMaterials decreased by A$79 million, reflecting an A$856 million increase inconstant currency, from improved trading and a full year contribution fromKiewit, offset by a reduction of A$937 million caused by the 23% change in theUS$/A$ exchange rate.  In Readymix,increased trading revenue of A$187 million related principally to price andvolume increases in concrete and aggregates.

 

In Australian dollars, theRinker group’s trading revenues for the fiscal year ended March 31, 2003 wereA$5,232 million compared to A$5,041 million for the fiscal year ended March 31,2002. This represented an increase of A$191 million, or 3.8%.  Reported A$ trading revenues for RinkerMaterials increased by A$102 million, reflecting an A$546 million increase inconstant currency, from improved trading and new acquisitions, partly offset bya reduction of A$444 million caused by the 11% change in

 

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the US$/A$ exchange rate.  In Readymix, increased trading revenue ofA$89 million related principally to price increases in concrete and aggregates.

 

**Cost of Sales**

** **

In Australian dollars, cost ofsales for the Rinker group decreased by 1% to A$3,110 million in fiscal year2004 from A$3,126 million in fiscal year 2003 which increased 4% from A$3,017million in fiscal year 2002.  In RinkerMaterials in fiscal year 2004, the Australian dollar reported cost of salesincreased A$519 million, expressed in constant A$.  This was primarily due to the full year inclusion of Kiewit.  The effect of this was offset by thestrengthening of the A$ relative to the US$ by 23%, reducing this increase byA$637 million.

 

As a percentage of tradingrevenue, cost of sales was 58% in fiscal year 2004, 60% in fiscal year 2003 andthe same as for fiscal year 2002 due primarily to the inclusion of a full yearof Kiewit, where the mix of aggregate, concrete and asphalt businesses have alower cost of sales than concrete pipe, prestressed products, and gypsumwallboard.

 

**Warehouse anddistribution costs**

** **

In Australian dollars, Rinkergroup’s warehouse and distribution costs rose 7% to A$994 million in fiscalyear 2004 from A$932 million in fiscal year 2003 and from A$887 million infiscal year 2001. In Rinker Materials, a cost increase of A$237 million,expressed in constant Australian dollars, arose from the inclusion of Kiewitfor a full year and increased operating activities.  The strengthening of the A$ relative to the US$ had the effect ofreducing the increase by A$195 million.

 

**Selling, general andadministrative costs**

** **

In Australian dollars,selling, general and administrative costs decreased 1% to A$529 million infiscal year 2004 from A$537 million in fiscal year 2003 after having increased1% from A$531 million in fiscal year 2002. In Rinker Materials a decrease of A$27 million comprised an increase ofA$63 million from operating activities offset by an A$90 million reduction fromthe 23% stronger A$ relative to the US$. In fiscal year 2004 selling, general and administrative costs were 9.9%of trading revenue compared to 10.3% in fiscal year 2003 and 10.5% in fiscalyear 2002.  Business acquisitions havebeen integrated with existing administration cost structures, reducingadministration and other operating costs as a percentage of trading revenue,with operating cost improvements offsetting upward cost pressures in existingbusinesses and from the addition of new businesses.

 

**Other revenue andexpenses from ordinary activities**

** **

Other revenue, primarilyrelated to the disposal of property, plant and equipment and other assets, wasA$45 million in fiscal year 2004, a decrease from A$130 million in fiscal year2003 which represented an increase on A$84 million in fiscal year 2002. Infiscal year 2003 the largest item of the other revenue was proceeds from thesale of surplus land in Florida for A$18.6 million. All other transactions infiscal year 2004 and 2003 related to the sale of small non-core businesses, orsurplus property, plant and equipment, primarily in Rinker Materials and wereall individually less than A$10 million. Other expenses primarily represent the book value of property, plant andequipment and other assets sold.

 

**EBIT**

** **

The Rinker group’s EBIT of A$713 million for the year ended March 31,2004 represented an A$15 million, or 2%, increase compared to EBIT for the yearended March 31, 2003 of A$698 million. The increase was due to A$39 millionincrease in Readymix due to improved prices and volume offset by

 

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A$24 million decrease in RinkerMaterials. The decrease in Rinker Materials reflects a A$127 million negativeimpact from the stronger A$ relative to the US$ with Rinker Materials’ constantcurrency A$ EBIT increasing from A$592 million to A$695 million.

 

The Rinker group’s EBITof A$698 million for year ended March 31, 2003 represented an A$52 million, or8.0%, increase compared to year ended March 31, 2002 EBIT of A$646 million. Theincrease was due to A$58 million increase in Readymix due to improved pricespartially offset by A$6 million decrease in Rinker Materials. The decrease inRinker Materials reflects a stronger A$ relative to the US$ with RinkerMaterials’ constant currency A$ EBIT increasing from A$598 million to A$652million.

 

EBIT for the fiscalyears 2003 and 2002 includes corporate costs of A$13 million, which representan estimate of total corporate costs, which would reasonably be incurred byRinker if it had been a separately listed company for the periods reported.  Corporate costs included in EBIT for thefiscal year 2004 also amounted to A$13 million.

 

**Borrowing costs**

 

Borrowing costsdecreased by 19% to A$85 million in fiscal year 2004 from A$105 million infiscal year 2003 and A$125 million in fiscal year 2002.  The decrease in fiscal year 2004 primarilyreflected the stronger Australian dollar impact of translating interest on USdollar denominated debt. In fiscal year 2003 borrowing costs were also lowerthan fiscal year 2002, primarily as a result of the stronger Australian dollar impactof translating interest on US dollar denominated debt and lower market interestrates.

 

**Income tax expenserelating to ordinary activities**

 

Income tax expenserelating to ordinary activities increased by 4% to A$216 million in fiscal year2004, compared to A$208 million in fiscal year 2003 and A$191 million in fiscalyear 2002. The Rinker group’s effective tax rate decreased from 35.0% in fiscalyear 2003 to 33.6 % in fiscal year 2004. This is due to a higher proportion ofthe Rinker group’s EBIT being derived from Readymix in Australia in fiscal year2004, where the corporate tax rate is 30% compared to the United States federalrate of 35% plus state tax on United States earnings from Rinker Materials, andlower effective rates in Rinker Materials from one-time tax refunds principallydue to finalization of tax returns on recent acquisitions.

 

**Net profit attributableto members of Rinker**

 

The net profitattributable to members of Rinker increased by A$45 million or 12% to A$427million for fiscal year 2004 from A$382 million for fiscal year 2003.

 

Net profit attributableto members of Rinker of A$427 million in fiscal year 2004 comprised EBIT ofA$713 million plus interest income of A$16 million less borrowing costs of A$85million, tax expense of A$216 million, and outside equity interests of A$1million.

 

Net profit attributableto members of Rinker of A$382 million in fiscal year 2003 comprised EBIT ofA$698 million plus interest income of A$1 million less borrowing costs of A$105million, tax expense of A$208 million, and outside equity interests of A$4million.

 

***ii.    Results ofoperations for Rinker Materials segments – Australian Dollars***

 

Rinker Materials recordsits transactions in its own financial statements in US$, and, generates allrevenue and incurs all costs in US$.  Asa result, the only impact of changes in the US dollar/Australian dollarexchange rate is one of accounting translation for financial reportingpurposes.

 

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For the purpose of themanagement discussion and analysis of the financial results of RinkerMaterials, management believes it is most useful to present that discussion inUS dollars as contained starting at page 46.

 

For the convenience ofreaders interested in financial statements in A$, the results of operations inA$ for Rinker Materials for the years ended March 31, 2004, 2003, and 2002 areset out below followed by a discussion of the impact of currency exchangerates:

 
|                                 |   | **Rinker  Materials  Business Segment Trading revenues and EBIT (3)A$ millions  Year Ended March 31,** |       |
|--------------------------------------|--------|--------------------------------------------------------------------------------------------------------|------------|
|                                 |   | **2004**                                                                                               |       | **2003** |   | **2002** |   |
|                                 |   | **Trading  revenues**                                                                                  |       | **EBIT** |   | **Trading  revenues** |   | **EBIT** |   | **Trading  revenues** |   | **EBIT** |   |
| Aggregates                           |   | 1,157.7                                                                                                |       | 200.9 |   | 1,108.6 |   | 185.4 |   | 957.0 |   | 175.0 |   |
| Cement                               |   | 542.5                                                                                                  |       | 137.6 |   | 579.2 |   | 153.5 |   | 610.4 |   | 150.1 |   |
| Concrete, concrete block and asphalt |   | 1,968.8                                                                                                |       | 166.9 |   | 1,782.8 |   | 151.3 |   | 1,506.7 |   | 123.7 |   |
| Concrete pipe and products           |   | 611.5                                                                                                  |       | 78.6 |   | 777.2 |   | 107.6 |   | 947.4 |   | 153.8 |   |
| Other (2)                            |   | 591.6                                                                                                  |       | (16.0 | ) | 703.5 |   | (5.8 | ) | 786.5 |   | (4.1 | ) |
| Eliminations (1)                     |   | (733.6                                                                                                 | )          | — |   | (733.7 | ) | — |   | (692.5 | ) | — |   |
| **Total Rinker  Materials in A$**    |   | **4,138.5**                                                                                            | ** ** | **568.0** | ** ** | **4,217.6** | ** ** | **592.0** | ** ** | **4,115.5** | ** ** | **598.5** | ** ** |

 

----

(1)          Aggregates and Cement sell products toother Rinker Materials segments. This internal revenue is eliminated on consolidation.

 

(2)          Other includes Gypsum Supply, Pre-stressedconcrete, Polypipe and Rinker Materials corporate costs.

 

(3)          EBIT means profit on ordinary activitiesbefore finance and income tax in accordance with Australian GAAP.

 

*Impact of currency exchange rate*

 

As Rinker Materialsrecords its transactions in its financial statements in US dollars and theseresults are translated into Australian dollars for the purposes of combinationinto the financial statements of the Rinker group for Australian dollar reportingpurposes, the Rinker group is susceptible to changes in the exchange ratebetween the US dollar and the Australian dollar.  The sensitivity of the Rinker group’s Australian dollar reportedresults to movements in the exchange rate are described in “Item 11 -Quantitative and Qualitative Disclosures about Market Risks,” with sensitivityreduced through the Rinker group’s currency hedging policies also described in“Item 11 - Quantitative and Qualitative Disclosures about Market Risks.”

 

The table below sets outthe results of Rinker Materials in A$. The average month end Reuters hedge settlement rates (“US$/A$ averageexchange rate”) used for translation of the Rinker Materials US$ transactionsinto A$ for Australian dollar reporting purposes for the years ended March 31,2004, 2003 and 2002 is also included in the table below.  An appreciation of the A$ relative to theUS$ has an adverse impact on the Rinker group’s reported A$ results.

 

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|                          |   | **Rinker Materials  Trading Revenues and EBIT  $ Millions unless otherwise stated  Year ended March 31,** |   |
|-------------------------------|--------|-----------------------------------------------------------------------------------------------------------|--------|
|                          |   | **2004**                                                                                                  |   | **2003** |   | **2002** |   |
|                          |   | **Trading  revenues**                                                                                     |   | **EBIT** |   | **Trading  revenues** |   | **EBIT** |   | **Trading  revenues** |   | **EBIT** |   |
| Total Rinker Materials in US$ |   | 2,867.6                                                                                                   |   | 391.8 |   | 2,383.0 |   | 333.6 |   | 2,103.3 |   | 306.1 |   |
| Total Rinker Materials in A$  |   | 4,138.5                                                                                                   |   | 568.0 |   | 4,217.6 |   | 592.0 |   | 4,115.5 |   | 598.5 |   |
| US$/A$ average exchange rate  |   | 0.6977                                                                                                    |   |   |   | 0.5654 |   |   |   | 0.5112 |   |   |   |

 

For Australian dollarreporting purposes, compared to the fiscal year 2003 exchange rate, theappreciation of the A$ in fiscal year 2004 has had a negative impact on RinkerMaterials’ trading revenue of A$937 million, and on EBIT of A$127 million. ForAustralian dollar reporting purposes, compared to the fiscal year 2002 exchangerate, the appreciation of the A$ in fiscal year 2003 has had a negative impacton Rinker Materials’ trading revenue of A$444 million, and on EBIT of A$60million.

 

***iii.   Results of theReadymix segment – Australian Dollars***

 

The results ofoperations for the Readymix segment in Australian dollars for the years endedMarch 31, 2004, 2003 and 2002 are set out below.

 

Readymix operations inAustralia generate all revenue and incur all costs in A$.  As a result, the only impact of changes inthe US dollar/Australian dollar exchange rate is one of accounting translationfor financial reporting purposes. 

 
|                |   | **Year ended  March 31** |   |
|---------------------|--------|--------------------------|--------|
| **A$ million**      |   | **2004**                 |   | **2003** |   | **2002** |   |
| **Trading revenue** |   | 1,201.0                  |   | 1,014.1 |   | 925.5 |   |
| EBIT                |   | 158.3                    |   | 119.5 |   | 60.6 |   |
| EBIT Margin%(1)     |   | 13.2                     |   | 11.8 |   | 6.5 |   |

 

----

(1)          EBIT margin % is EBIT divided by tradingrevenue

 

*Year ended March 31, 2004 compared to the year endedMarch 31, 2003*

 

**Trading Revenue**:  Trading revenue of A$1,201.0 million for theyear ended March 31, 2004 represented an A$186.9 million, or 18%, increasecompared to trading revenue for the year ended March 31, 2003 of A$1,014.1million.  The increase in tradingrevenue was approximately evenly divided between volume improvement in theheritage business, the contribution from fiscal year 2004 acquisitions, andprice improvement across all product lines. Acquisitions included the Excelquarry and concrete business in southeast Queensland, Broadway & Frame inVictoria, two other small acquisitions in Australia and Qingdao concrete inChina.  Concrete volumes and aggregatevolumes, assisted by the acquisitions, increased by 18% and 15% respectively.Pipe and concrete products volume increased by 5%.

 

**EBIT**:  EBIT of A$158.3 million for the year endedMarch 31, 2004 represented an A$38.8 million, or 32%, increase compared to EBITof A$119.5 million for the year ended March 31, 2003.  The increase in the EBIT was principally due to a A$10.9 millioncontribution from fiscal year 2004 acquisitions, a

 

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A$6.4million increase in EBIT from the concrete pipe and concrete products business,with the balance from improved margins in the aggregate and concretebusinesses.

 

Improved results fromChina partly offset lower EBIT in Cement Australia and Emoleum.

 

*Year ended March 31, 2003 compared to the year endedMarch 31, 2002*

 

**Trading Revenue**:  Trading revenue of A$1,014.1 million for theyear ended March 31, 2003 represented an A$88.6 million, or 10%, increasecompared to trading revenue for the year ended March 31, 2002 of A$925.5million.  The increase in tradingrevenue comprised A$71 million from price increases in both concrete andaggregates, together with increased concrete volumes of A$25 million fromgreater residential and commercial construction activity and an increase ofA$11 million from Chinese operations which benefited from higher volumes due togovernment infrastructure operations. This was offset by reduced aggregates revenue of A$12 million due to thecompletion of a number of major infrastructure projects, a reduction of A$4million through closure of the Taiwan operations, and lower trading revenuefrom decreased pipe and product volumes of A$2 million.

 

**EBIT**:  EBIT of A$119.5 million for the year endedMarch 31, 2003 represented an A$58.9 million, or 97%, increase compared to EBITof A$60.6 million for the year ended March 31, 2002.  The increase in the EBIT was principally due to improved marginof A$50 million from concrete and aggregates reflecting increased concrete andaggregate prices partially offset by an increase in cost of sales.

 

EBIT from the pipe andconcrete products business improved with both prices and volumes ahead of theprior year by 4% and from cost reduction initiatives.  EBIT in the Chinese operations also increased due to increasedvolumes.

 

## **Item6**                                      Directors, Senior Management, and Employees

 

#### **A.**            Details ofdirectors and senior management

 

The board of Rinker setsthe group’s strategic direction and delegates responsibility for management tothe Chief Executive. Rinker’s constitution provides that the number ofnon-executive directors shall be such number from five to ten as the directorsfrom time to time determine.  Inaddition, the directors may appoint up to three executive directors of whom onemay be the managing director of Rinker. As of the date of this annual report,the number of directors is six, one of whom is the executive managing director,as set out in further detail below.

 

Non–executive directorsmay be appointed by the board of directors to fill a vacancy on the board or toincrease the number of non-executive directors. Executive directors andnon-executive directors, who are appointed by the board of directors, holdoffice until the next general meeting unless their appointment is ratified bythe shareholders at such meeting. Additionally, one third of the non-executivedirectors, rounded down to the nearest whole one, (or such greater number asthe listing rules of the ASX may require, or the board of directors may fromtime to time determine) are required to retire at each annual general meetingby order of seniority of election or, if equal in seniority, as determined bydirectors. Directors, other than the managing director, may not continue tohold office without re-election or ratification of their appointment by theshareholders after the third annual general meeting following their lastelection or ratification of their appointment by the shareholders.

 

Additionally, eachdirector is required by Rinker’s constitution to own a minimum of 2,000ordinary shares in Rinker.

 

Details of the directorsin office at June 15, 2004 are as follows:

 

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**JohnMorschel**, DipQS, FAIM, age 60, Chairman,Independent, non-executive director**.**

 

Joined the Rinker board,and was elected chairman, on February 3, 2003. Prior to the demerger, John had been a member of the CSR board since1996 and chairman since 2001.  John is adirector of Rio Tinto plc, Rio Tinto Limited, Singapore TelecommunicationsLimited and Tenix Pty Limited.  A formermanaging director of Lend Lease Corporation Limited, he has particularexperience in the building and construction and finance industries.  John is chairman of Rinker’s NominationsCommittee and a member of Rinker’s Safety, Health & Environment Committee.  Resides in Sydney.

 

John is seekingre-election at the 2004 annual general meeting.

 

**MarshallCriser,** JD**,**age 75, Deputy Chairman, Independent, non-executive director**.**

 

Joined the Rinker boardon April 12, 2003.  Prior to thedemerger, Marshall had been a director and chairman of Rinker Materials since1993.  Marshall is a lawyer and iscurrently chairman of Scripps Florida Funding Corp and a director of FlaglerSystem Inc.  He is a former director ofBellSouth Corporation and FPL Group. Marshall is a former president of the University of Florida, and aformer chairman of the university’s board of trustees.  Marshall is the chairman of Rinker’s AuditCommittee and a member of Rinker’s Nominations Committee and its Remuneration& Human Resources Committee. Resides in Florida, USA.

 

Marshall was lastelected at the 2003 annual general meeting. His current term will expire no later than the close of the 2006 annualgeneral meeting.

 

**DavidClarke,**DipEng, age 60, Managing Directorand Chief Executive Officer, Non-independent, executive director.

 

Joined the Rinker boardon February 3, 2003.  Prior to thedemerger, David had been an executive director of CSR since 1996.  He has been chief executive officer ofRinker Materials since 1992 and a director of Rinker Materials since 1987.  David’s entire career has been based in theheavy building materials industry, and he has worked extensively in the US,Australia and South East Asia.  Hestepped down (in favor of another senior Rinker executive) as a director of theNational Stone, Sand and Gravel Association in the US in April 2004.  Resides in Florida, USA.

 

David was last electedat the 2003 annual general meeting.  AsManaging Director, he is not required to seek re-election.

 

**JohnArthur,**LLB, age 49, Independent,non-executive director.

 

Joined the Rinker boardon February 3, 2003.  Prior to thedemerger, John had been a member of the CSR board since 2001.  John is a commercial lawyer with extensiveexperience in property development and construction, information technology,e-commerce and the financial sector.  Heis a partner at law firm Gilbert and Tobin and was previously a partner atFreehills.  Prior to that, John was generalcounsel at the Lend Lease Group.  Johnis a director of the integrated real estate group Investa PropertiesLimited.  John is chairman of Rinker’sSafety, Health & Environment Committee and a member of Rinker’sRemuneration & Human Resources Committee and its Nominations Committee.  Resides in Sydney.

 

John was last elected atthe 2003 annual general meeting.  Hiscurrent term will expire no later than the close of the 2006 annual generalmeeting.

 

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**JohnIngram**, FCPA, age 62, Independent,non-executive director**.**

 

Joined the Rinker boardon October 1, 2003.  John is chairman ofWattyl Limited and Nick Scali Limited and a director of United Group Limitedand Savings Australia Pty Ltd (Superannuation Trust of Australia).  John has extensive experience inmanufacturing and in the building materials industry, both in Australia andoverseas and was previously managing director of Crane Group Limited.  John is chairman of Rinker’s Remuneration& Human Resources Committee and is a member of Rinker’s Audit Committee andits Nominations Committee.  Resides inSydney.

 

John is seeking electionat the 2004 annual general meeting.

 

**WalterRevell,**BS, age 69, Independent,non-executive director.

 

Joined the Rinker boardon April 12, 2003.  Prior to thedemerger, Walter had been a director of Rinker Materials since 2000.  He is a former secretary of transportationfor the State of Florida, a former chairman of the Florida Chamber of Commerceand the former chairman of the Florida 2020 Energy Commission.  Walter is currently chairman of the GreaterMiami Foreign Trade Zone and a director of The St. Joe Company, InternationalFinance Bank and Edd Helms Group, Inc. He is a member of Rinker’s Audit Committee, its Safety, Health &Environment Committee and its Nominations Committee.  Resides in Florida, USA.

 

Walter was last electedat the 2003 annual general meeting.  Hiscurrent term will expire no later than the close of the 2006 annual generalmeeting.

 

**Senior Management**

 

The profiles of theRinker group’s senior management teams at June 15, 2004 are set out below.

 

**Rinker Group Limited**

 

**David Clarke** – Chiefexecutive officer.

 

**Peter Abraham**, BEc, LLB, FCPA,FCIS, age 50 – General counsel and company secretary.

 

Priorto joining Rinker, Peter Abraham had been company secretary of CSR since 1994and legal counsel since 2001. Previously executive assistant to the managing director, Peter held anumber of senior commercial and legal roles with CSR.

 

**Tom Burmeister**, BSBA, age 60 – Chief financialofficer.

 

TomBurmeister joined Rinker Materials as chief financial officer in 1998. He waspreviously the chief financial officer of Siemens ElectoCom International forfive years, after 26 years in various financial roles with the General ElectricCompany.

 

**Debra Stirling**, BA, age 45 –Vice President Corporate Affairs and Investor Relations.

 

Priorto joining Rinker, Debra Stirling had been General Manager, Investor Relationsand Corporate Affairs at CSR since 1998. Debra was previously with Coles Myer Limited for 10 years where she helda number of senior positions in investor relations and public affairs,including general manager government affairs and general manager corporateaffairs.

 

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**David Berger**, BS, MBA, age 41 – Vice PresidentStrategic Planning

 

DavidBerger joined Rinker Materials as vice president Gypsum Supply Division in1999. In 2001, he also undertook responsibility for Polypipe, and for Prestressin 2002. Before joining Rinker Materials, David’s experience includedconsulting at A.T. Kearney Inc and he has been vice president of the buildingproducts division of Georgia-Pacific.

 

**Ira Fialkow,** BBA, CPA, age 45- Vice President Shared Services

 

Ira Fialkow joinedRinker Materials in 1990. Prior to being responsible for the Shared Servicesorganization in 1996, which includes Human Resources, Information Technology,and Transactional Accounting, Ira held various positions within the Financeorganization of Rinker Materials. Ira started his career as a publicaccountant.

 

**Rinker MaterialsCorporation**

 

**David Clarke** – President andChief Executive Officer

 

**Tom Burmeister** – ChiefFinancial Officer

 

**Ira Fialkow** – Vice PresidentShared Services

 

**Duncan Gage**, BS, age 55 – President Hydro Conduit

 

DuncanGage joined Rinker Materials in his present role in July 2002. Before then, heheld a number of management positions with Lafarge Corporation since 1972, mostrecently as the regional president of Lafarge Asia Pacific.

 

**Karl Watson**, Sr., AS, age 62 – Chief Operating Officerand President Rinker Materials Construction Materials

 

KarlWatson, Sr. joined Rinker Materials of Florida in 1965 and has since held arange of senior management positions. Appointed Chief Operating Officer andpresident of Rinker Materials Construction Materials in 2002, he is responsiblefor the quarries and cement operations in Florida, Georgia, Tennessee, andKentucky as well as the concrete operations in Tennessee, Florida Materials andGypsum Supply Divisions.  Karl is adirector of Fidelity Federal Bank & Trust.

 

**Karl Watson Jr**., BS, MBA, age 40 – President Rinker Materials West

 

KarlWatson, Jr was appointed President Rinker Materials West effective June 2004.Previously, he had been Chief Executive Readymix and vice president of FloridaMaterials.  Karl has 15 years experiencein the construction materials industry, having worked his way up through RinkerMaterials in a variety of roles.

 

Karl Watson, Sr and KarlWatson, Jr are father and son.

 

**Christopher Murphy**, BS, age 49 –Previous President Rinker Materials West

 

Christopher Murphy willbe leaving Rinker effective August 1, 2004. He has served as President Rinker Materials West since September2002.  Previously he was a director ofKiewit and its chief executive officer and president.

 

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**Readymix**

 

**Sharon DeHayes**, AB, MS, age 51 –Chief Executive Readymix

 

Sharon DeHayes joinedRinker Materials in 1994 and has been in her present role since June 2004.  Prior to her current appointment, Sharon wasPresident of Florida Materials and Gypsum Supply Divisions.  Prior to joining Rinker she was a directorof technical services for California Portland Cement.

 

**Indemnity, insurance andaccess for Rinker directors**

 

**Deedsof indemnity, insurance and access for directors of Rinker**

 

At the time of theirappointment, Rinker entered into deeds of indemnity, insurance and access witheach of the Rinker directors.  Insummary, each deed provides:

 

•                  anindemnity, to the extent permitted by law, in favor of the director of Rinkeragainst liability which is incurred by the director in his or her capacity as adirector of Rinker and subsidiaries of Rinker;

 

•                  that Rinkermust effect and maintain for the entire period for which the director is adirector of Rinker and for seven years after the date they cease to be adirector of Rinker, a company reimbursement insurance policy and cause adirectors’ and officers’ insurance policy to be made available to the director,both of which are to be on terms and conditions which are appropriate for areasonably prudent company in Rinker’s circumstances which is acting fairly;

 

•                  that Rinkermust maintain a copy of Rinker’s board papers for a period of seven years afterthe date of the board or committee meeting for which the board papers wereprepared or for a longer period if legal proceedings are current in respect ofthe board papers; and

 

•                  that aformer director of Rinker may, after he or she ceases to be a director ofRinker, inspect and take copies of Rinker’s board papers that were circulatedduring that former director’s term as a director of Rinker, and which have beenretained by Rinker, for the purpose of defending any claim made against theformer director.

 

**Indemnitiesunder Rinker’s constitution**

 

The indemnification ofRinker directors in accordance with Rinker’s constitution is summarized under“Item 10.B. - Additional Information — Overview of the Rinker constitution —Directors’ indemnity.”

 

#### **B.**            RemunerationDetails of Executive Directors and Senior Management

 

**Compensation ofDirectors and Senior Management**

 

The aggregateremuneration paid and accrued to directors and senior Management of Rinkergroup entities, including superannuation and termination payments for fiscalyear 2004, was US$13,099,127. The aggregate amount set aside or accrued by Rinkergroup entities during fiscal year 2004, to provide pension and retirementbenefits for directors and senior management of Rinker was US$1,331,289.Further compensation details are provided in Note 25 to the financialstatements included elsewhere in this annual report.

 

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**1.     Remuneration & HumanResources Committee**

 

The Remuneration &Human Resources Committee (the Committee) operates under the delegatedauthority of the Board of Directors (the Board) of Rinker Group Limited(Rinker).  The Committee’s charter isavailable on Rinker’s website (www.rinkergroup.com).

 

The Committee iscomprised solely of independent non-executive directors.  On March 18, 2004 John Morschel stood downfrom the Committee and was succeeded as its chair by John Ingram.  John Arthur and Marshall Criser are theother members of the Committee.

 

The Committee met fivetimes during the year, with all members attending each meeting.

 

The Committee’s primaryresponsibility is to assist the Board in fulfilling its corporate governanceand oversight responsibilities with respect to:

 

•                  providingsound compensation and employment policies and practices that enable Rinkergroup companies to attract and retain high quality executives and directors whoare dedicated to the interests of Rinker’s shareholders;

 

•                  fairly andresponsibly rewarding executives, having regard to the interests ofshareholders, Rinker’s performance, the performance of the relevant executiveand employment market conditions; and

 

•                  evaluatingpotential candidates for executive positions, including the Chief Executive,and overseeing the development of executive succession plans.

 

The Committee has theresources and authority appropriate to discharge its duties and responsibilities,including the authority to engage external professionals, on terms itdetermines are appropriate, without seeking approval of the Board ormanagement.

 

Rinker has engagedexternal advisors during the year on matters relating to remuneration.  All information relevant to matters beingconsidered by the Committee has been made available to the Committee.  The Committee did not determine it necessaryto separately retain any additional advisors.

 

The table below liststhose advisors who have been retained during the year.  All advisors are independent and wereengaged solely on the basis of their competency in the relevant field.

 
| **Advisor**                   |   | **Services Provided**                                                                                                        |
|-------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------|
| Compensation  Strategies Inc. |   | US  Non-Executive Director Compensation and Benchmarking.  US Executive Compensation and  Benchmarking.                 |
|                          |   |                                                                                                                         |
| Deloitte & Touche (1)     |   | 401(k) and Pension Plan Audits.   Long Term Incentive Plan Audit.                                                       |
|                          |   |                                                                                                                         |
| John  V. Egan Associates      |   | Australian Non-Executive Director Compensation  and Benchmarking.  Australian  Executive Compensation and Benchmarking. |
|                          |   |                                                                                                                         |
| Stern Stewart (2)             |   | Short Term Incentive Plan Design.   Long Term Incentive Plan Review.                                                    |
|                          |   |                                                                                                                         |
| Towers Perrin                 |   | Long Term Incentive Plan Design.   US Executive Compensation and Benchmarking.                                          |

 

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(1)          Services provided by Deloitte and Touchewere approved in advance by the Audit Committee.

 

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(2)          Stern Stewart has provided additionalservices to Rinker’s Strategic Planning department.

 

**2.     Remuneration Principles**

 

The Board recognizes thatRinker’s performance is dependent on the quality of its people.  To successfully achieve its financial andoperating objectives, Rinker must be able to attract, retain, and motivatehighly skilled executives who are dedicated to the interests of its shareholders.

 

Rinker’s remunerationprinciples are:

 

•                  Competitivecompensation arrangements are provided to attract, retain and motivateexecutive talent.

 

•                  Asignificant portion of rewards to executives are linked to performance - asmeasured by the creation of shareholder value.

 

•                  The ChiefExecutive and other Senior Executives are encouraged to adhere to Rinker’sShare Ownership Guidelines.

 

•                  Severancepayments due to executives on termination are limited to pre-establishedcontractual arrangements which do not require Rinker to make any unjustifiedpayments in the event of termination for cause (see Section 5.1.3 fortermination benefits for the Chief Executive. Section 6, footnotes 5, 6 and 7 outline termination benefits for SeniorExecutives).

 

•                  Full legalcompliance and transparent disclosure of executive compensation.

 

The Board and theCommittee also recognize that although compensation is a major factor inrecruiting and retaining highly talented and effective people, other factorsplay a substantial role, including Rinker’s corporate reputation, its ethicalculture and business values, its executive leadership, and its other humanresources policies.

 

**3.     Remuneration Structure**

 

Remuneration of seniormanagement is comprised of policies and programs under two general categories:

 

•                  Fixed remuneration which is made up of base salary andwelfare benefits, retirement benefits, and other incidental benefits.

 

•                  Variable remuneration which is made up of an annual short-termincentive plan, and long-term incentives.

 

The remunerationstructure is designed to strike an appropriate balance between fixed andvariable remuneration.  Variableremuneration is tied to performance and is at risk.  Rinker’s policy is to pay at median levels for achievement of targetperformance, while providing the opportunity for above market variableremuneration for exceptional performance.

 

Details of eachcomponent are set out below.

 

All remunerationreceived by the Chief Executive and Senior Executive team is detailed in sections5 and 6 below.

 

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**3.1**                   Base Salary

 

Base salaries aredetermined by reference to appropriate benchmark information, taking intoaccount an individual’s responsibilities, performance, qualifications, experienceand geographic location.

 

**3.2**                   VariableRemuneration

 

The Board believes thatwell designed and managed short-term and long-term incentive plans areimportant elements of employee remuneration, providing tangible incentives foremployees to strive to improve Rinker’s short-term and long-term performance tothe benefit of shareholders. Participation in these plans encourages employees within the Rinkergroup to enjoy a greater involvement and share in the future growth, prosperityand profitability of the company in a way which gives them a community ofinterest with shareholders.

 

The proportions ofvariable remuneration opportunity vary for senior managers within the Rinkergroup and are consistent with local country practices, and take into account anindividual’s responsibilities, performance and experience.

 

**3.2.1**                     Short-TermIncentive Plan

 

The Short-Term IncentivePlan (“STI”) is designed to directly link variable remuneration to financialperformance.  The STI is an integralpart of the Rinker high performance culture and the STI is designed to drivecontinuous performance improvement in each business in the Rinker group.

 

The Chief Executive’sSTI is based on Rinker achieving specific financial goals, reinforcing aculture that is ethical and values based, and the safety, health andenvironmental performance of the organization. Senior Executives have their STI’s based on achieving financial goalswithin their business units, total Rinker results, as well as their safety,health and environmental performance. In all instances, the Board has discretion to adjust individual STIawards, as explained in “Step 2” below.

 

The STI program has beenmodified with effect from the fiscal year starting in April 2004 to include a“banking” mechanism in which some portion of the STI may be deferred and atrisk.  Under the banking mechanism, ifperformance well in excess of specified targets occurs, a portion of the STIwill be deferred.  The deferred amountswill be paid in future years if performance is maintained at or aboveacceptable levels.  Should performancefall below acceptable levels, amounts deferred in the bank may beforfeited.  This new component isintended to further motivate STI participants to sustain and improve resultsinto future years.

 

The Rinker STI processworks as follows:

 

**Step1**                          Atthe beginning of the fiscal year, the Committee recommends to the Board theperformance targets for the Chief Executive and Senior Executives.

 

The actual entitlement is based on theachievement of financial goals, as well as consideration of performance relatedto safety, health and environmental issues, and overall compliance withpolicies, including commitment to Rinker’s Code of Business Ethics and itsorganizational values.

 

**Step2****                         **At the end of the fiscal year, the committeecompares the audited financial results to the performance targets anddetermines what levels, in relation to those targets, have been achieved.  The committee then makes appropriate recommendationto the board.

 

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The chief executive and senior executives aremeasured against:

 

•                  “Contract Performance” - the minimumnecessary to qualify for an STI award;

 

•                  “Target Performance” - the level atwhich challenging goals set at the beginning of the year have been met; and

 

•                  “Stretch Performance” - the level atwhich challenging goals set at the beginning of the year have been greatlyexceeded.

 

The Committee reviews the proposed STI awardsin aggregate and determines their appropriateness having regard to Rinker’soverall financial results.

 

The Chief Executive is not eligible for anSTI award if financial results are below Contract Performance.  He is eligible for an STI award up to 75% ofhis base salary at Target Performance, increasing up to 100% of his base salaryfor results exceeding Target Performance.

 

Senior Executives have their results based onrelated business units as well as Rinker in total.  Their potential awards are determined by reference to aproportion of their base salary.  Thatproportion is based in part on their level of responsibility and performance.

 

The Board reviews the calculated awards andconsiders the variables that Senior Executives are able to manage andinfluence, as well as their performance related to safety, health andenvironmental issues, overall compliance with policies, and commitment to theCode of Business Ethics and organizational values.  Adjustments to the calculated awards may be made after reviewingthe above factors.

 

**Step 3**                          Once approvedby the Board, the STI awards are paid to participants in cash.  Many participants are eligible to invest aportion of their awards in plans which offer Rinker shares as an investmentoption or measurement fund.  These plansare a means for participants to accumulate holdings to meet the Share OwnershipGuidelines.

 

Based on the excellentperformance of Rinker during the past year, as measured by financial results,the incentive awards approved by the Board for the Chief Executive and SeniorManagement were based on achievement of near Stretch Performance.

 

**3.2.2**                  Long-TermIncentives

 

Prior to the currentyear, Rinker had the following active Long-Term Incentive Plans:

 

•                  Cash AwardShare Plan (“CASP”)

 

•                  ShareholderValue Added Plan (“SVAP”)

 

A new plan, thePerformance Share Plan (“PSP”) is being introduced with effect from April 1,2004 to supersede CASP and SVAP.

 

These plans aredescribed in the following subsections and summarized at the end of thissection.

 

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**3.2.2a**               PerformanceShare Plan

 

The Performance SharePlan (PSP) is a long-term equity incentive plan for the Rinker Chief Executive,senior management and key contributor employees in both Australia and theUnited States.  The PSP replaces the SVAPin the United States and replaces any new issues under CASP in Australia.  The PSP is designed to promote the TotalShareholder Return (“TSR”) of Rinker shares.

 

Eligible participantsare offered the opportunity to qualify for Rinker shares based on theachievement of TSR goals.  The value ofthe potential share award is based on Rinker’s financial performance, as wellas level of responsibility and individual performance.  Shares are acquired on market, on behalf ofthe participant.  The shares only vestif the performance and time qualifications are met.

 

The total value of thepotential award is applied to the PSP to purchase Rinker shares (and/or ADRs)on market in the ordinary course of trading on the ASX and/or the New YorkStock Exchange (“NYSE”).  All dividendsfrom those shares are distributed to participants up to the vesting date.  Each participant may direct how any sharesheld on the participant’s behalf are to be voted.  In the absence of those directions the shares will not be voted.

 

The first offering underthe PSP is during the fiscal year 2005. The vesting hurdle for these shares is the Rinker TSR percentile rankingversus a comparator group of peer companies between April 1, 2004 and March 31,2007.  A portion of the award will vestat 25th percentile performance and increase up to 100% vesting at 75thpercentile performance versus the peer group. (See table “Summary of Long-Term Incentive Plans” that follows.)

 

Participants will beencouraged to make progress toward achieving full compliance with the ShareOwnership Guidelines by retaining at least 25% of vested shares towardssatisfaction of the guidelines.

 

**3.2.2b**               Cash AwardShare Plan

 

The Cash Award SharePlan (CASP) is a long-term equity incentive plan for Australian Senior Executivesand key contributor employees that was also designed to promote the TSR ofRinker shares.  As mentioned above, itis being superseded by the Performance Share Plan effective from April 1, 2004.

 

Under CASP, eligibleparticipants were offered the opportunity to qualify for Rinker shares based onthe achievement of TSR goals.  The valueof the potential incentive was based on level of responsibility andperformance.  The shares were acquiredon behalf of a participant by the plan trustee and are being held by thetrustee subject to performance and time qualifications being met.  The performance hurdle for shares offered inAugust 2003 (the only offer made under CASP) was for the percentage increase inRinker TSR to exceed the percentage increase in the ASX 200 TSR between August11, 2003 and any time between August 11, 2006 and August 11, 2008.  Each offer was also subject to a minimumholding period.  Shares cannot bewithdrawn from CASP until 10 years from the date of vesting or until theparticipant is no longer an employee of any member of the Rinker group,whichever occurs first.

 

Except as provided inthe plan rules, participants are entitled to any dividend, return of capital orother distribution made in respect of Rinker shares held on their behalf, priorto vesting.  The plan rules specify thebasis on which any bonus shares issued in respect of shares held under CASP, orshares received on behalf of a participant on exercise of rights issues, willbe held.

 

Each participant maydirect the trustee how to vote any shares held on the participant’sbehalf.  In the absence of thosedirections, the shares will not be voted.

 

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A proportion share ofthe CASP award grant related to fiscal year 2004, has been included in theremuneration tables under the heading “CASP Grants” for Australian based SeniorExecutives.

 

**Performance of Rinker**

 

The performance ofRinker relative to the ASX 200 is illustrated by the chart below.

 

(August 11,2003 through March 31, 2004)

 

 

**3.2.2c**               ShareholderValue Added Plan

 

The Shareholder ValueAdded Plan was a long-term cash incentive plan for the Chief Executive, SeniorExecutives and key employees of Rinker Materials within the United States.  The objective of this plan was to link asignificant element of compensation to the creation of shareholder value.  Under the plan participants could earn cashawards for the achievement of established performance targets, measured as theachievement of shareholder value added.

 

The Plan ended on March31, 2004 to be replaced by the Performance Share Plan.  During the two year cycle of the plan endedMarch 31, 2004, the performance goals were met, and awards were paid at targetamounts.  The Committee reviewed thecorrelation between the awards and actual Rinker Total Shareholder Return, andconcluded that the award amounts were appropriate in relation to value returnedto shareholders.

 

Awards under the planhave been included in the remuneration tables under the heading “Long-TermIncentive Plan” for the Chief Executive and the US based SeniorExecutives.  The awards paid representperformance over a two year period. Participants in the plan are aware of the Share Ownership Guidelines andmay apply some or all of their awards to obtain Rinker shares or ADRs, as ameans of making progress toward those guidelines.  Payments of this award were made in late May 2004, during aperiod when participants were permitted to purchase shares under Rinker’spolicy on dealings in shares by directors and employees.

 

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Summary OfLong-Term Incentive Plans

 
| **Feature**            |   | **Cash  Award Share  Plan (CASP)**                         |   | **Shareholder  Value  Added Plan (SVAP)**                        |   | **Performance Share Plan  (PSP)**                                                                                                                                                                                               |
|------------------------|--------|------------------------------------------------------------|--------|------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Offered to             |   | Australian-based Executives                                |   | US-based Executives                                              |   | Australian and US-based Executives                                                                                                                                                                                              |
|                   |   |                                                       |   |                                                             |   |                                                                                                                                                                                                                            |
| Measurement            |   |                                                       |   |                                                             |   |                                                                                                                                                                                                                            |
| From                   |   | August  11, 2003                                           |   | April  1, 2002                                                   |   | April  1, 2004                                                                                                                                                                                                                  |
| To                     |   | August  11, 2006                                           |   | March  31, 2004                                                  |   | March  31, 2007                                                                                                                                                                                                                 |
|                   |   |                                                       |   |                                                             |   |                                                                                                                                                                                                                            |
| Expiration  Date       |   | August  11, 2008                                           |   | March  31, 2004                                                  |   | March  31, 2007                                                                                                                                                                                                                 |
|                   |   |                                                       |   |                                                             |   |                                                                                                                                                                                                                            |
| Performance  Condition |   | TSR  compared to ASX 200                                   |   | Shareholder  Value Added (Internal Measurement)                  |   | TSR  Compared to Comparatory Group                                                                                                                                                                                              |
|                   |   |                                                       |   |                                                             |   |                                                                                                                                                                                                                            |
| Vesting  Schedule      |   | TSR  < ASX 200 = 0%  TSR >ASX 200 = 100%             |   | Percent  of target achieved up to 100%                           |   | <25th  percentile = 0%  25th – 50th percentile = 20% - 40%  50th - 75th percentile = 40% - 100%  >75th percentile = 100%                                                                                             |
|                   |   |                                                       |   |                                                             |   |                                                                                                                                                                                                                            |
| Plan  Status           |   | Legacy  plan.  Performance period not yet  concluded. |   | Legacy plan.  Performance  period concluded March 31, 2004. |   | Effective  from April 2004                                                                                                                                                                                                      |
|                   |   |                                                       |   |                                                             |   |                                                                                                                                                                                                                            |
| Comparatory  Group     |   | ASX  200                                                   |   | Internal  measurement of shareholder value created.              |   | Aggregate  Industries PLCBoral LimitedCRH PLCFlorida Rock Industries  Hanson PLCHeidelbergCement AG  Holcim Ltd.Lafarge N.A.Lafarge S.AMartin Marietta MaterialsRMC Group PLCSt. Lawrence Cement  US Concrete  Vulcan Materials |

 

**3.2.2d**               RinkerOption Plan (Inactive)

 

This plan was createdprior to the demerger from CSR in anticipation of granting share options inRinker.  However, no options have beenissued under this plan and it is not currently envisaged that the plan will beactivated.

 

**3.3**                   OtherBenefits

 

Rinker provides seniorexecutives with other benefits commonly provided at their peer managementlevel.  These may include lifeinsurance, pay in lieu of unused leave, vehicle allowance, and clubmemberships.  Additionally, it mayinclude relocation and expatriate related expenses.

 

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**3.4**                   Retirementand Superannuation Benefits

 

Rinker providesretirement and superannuation benefits for its employees, including SeniorExecutives.  Senior Executives inAustralia are members of one of the two divisions of a Rinker group sponsoredsuperannuation pension fund. The defined benefit division (a legacy planavailable to former CSR employees, which ceased accepting new members from1989) provides lump sum benefits on withdrawal prior to the age of 52, and lumpsum or pension benefits, or a combination of the two, on retirement from the ageof 52.  The accumulation divisionprovides lump sum benefit equal to the balance of a member’s account, whichincludes contributions made by the member and the relevant Rinker group entity,together with net fund earnings.

 

Senior Executives in theUnited States are eligible to participate in the 401(k) Profit SharingRetirement Plan and the Supplemental Executive Retirement Plan (a non-qualifieddeferred compensation plan).  The 401(k)Profit Sharing Retirement Plan and the Supplemental Executive Retirement Planare defined contribution plans, with contributions made by both the employeeand the company.

 

Retirement benefits fornon-executive directors are discussed in Section 7.1.

 

**3.5**                   EmployeeShare Plans

 

**3.5.1**                     RinkerEmployee Share Acquisition Plan (“ESAP”)

 

ESAP is a plan thatenables directors and employees of Rinker in Australia to purchase Rinkershares with pre-tax remuneration or bonuses. Those shares are purchased on market, in the ordinary course of tradingon ASX, by the ESAP trustee and held on trust for the participant.

 

Eligibility toparticipate in ESAP is determined by the Rinker board.

 

Shares may be retainedin Rinker ESAP for an indefinite period while a participant remains an employeeof a Rinker group company.  However,taxation deferral benefits only currently apply for a maximum of 10 years.  If a participant ceases to be employed byany Rinker group company, the Rinker ESAP trustee must either transfer therelevant shares to the participant or sell the shares and distribute the proceedsof sale (less authorized deductions) to the participant.

 

Withdrawal of sharesfrom Rinker ESAP and their transfer to a participant or sale requires theapproval of the Rinker board.

 

Participants areentitled to any dividend, return of capital or other distribution made inrespect of Rinker shares held in the plan on their behalf.  The Rinker ESAP trustee may allowparticipants to participate in any pro rata rights and bonus issues of sharesmade by Rinker or sell such rights (if renounceable) or bonus shares on behalfof the participants and distribute the cash proceeds of such sale (lessauthorized deductions).

 

Each participant maydirect the trustee how to vote any shares held on the participant’sbehalf.  In the absence of suchdirection, the shares will not be voted.

 

**3.5.2**                     RinkerUniversal Share Plan (“USP”)

 

This plan is open to allAustralian employees who have been employed for at least one year.  Those employees may annually acquire aparcel of shares at market price and receive an equal number of additionalshares for no further consideration. The maximum number of shares available for each

 

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employeeunder the plan is set by the Board. Last year, the maximum was 150 shares, giving rise to an entitlement ofup to an additional 150 shares for no further consideration.  The plan enables participants to qualify forthe limited favorable tax treatment available in Australia for broad-basedemployee share plans.

 

No loan facility isoffered under USP.

 

Shares allotted underUSP are ordinary shares, equivalent in all respects to, and ranking equallywith, existing fully paid ordinary shares. During the fiscal year, 324,700 shares were issued in total to the 1,219employees who participated in USP.

 

Shares allotted underRinker USP may not be disposed of before the earlier of the end of three yearsafter the time of acquisition of the shares, or the time the participant ceasesto be employed by any Rinker group company. After that time, the participant may retain ownership of the shares orsell them.

 

**4.     Share Ownership Guidelines**

 

The Committee recognizesthat the interest of shareholders is supported by the establishment of ShareOwnership Guidelines.  Share OwnershipGuidelines have been set for the Non-Executive Directors, the Chief Executiveand Senior Executives of the company to maintain a continuous link betweentheir financial interests and those of the shareholders.  A “Multiple of Salary” approach is in place,as follows:

 

| **Position**            |   | **Share  Ownership Guideline** |   |
|-------------------------|--------|--------------------------------|--------|
|                    |   |                           |   |
| Non-Executive Directors |   | 100% of base fees              |   |
|                    |   |                           |   |
| Chief Executive         |   | 300% of base salary            |   |
|                    |   |                           |   |
| Senior Executives       |   | 200% of base salary            |   |

 

The Guidelines wereestablished in November 2003. Executives are expected make reasonable progress toward reaching theguidelines with the expectation that guidelines are met in full by March2008.  The guidelines are based on bestpractices for public companies which suggests senior management accumulate ameaningful amount of company stock on a long-term basis.

 

(See footnote 31 to thefinancial statements included elsewhere in this annual report for listing ofholdings for non-executive Directors, Chief Executive and Senior Executives asat March 31, 2004.)

 

**5.     Executive Directors**

 

At the date of thisReport there is one Executive Director on the Board of Directors, Mr. DavidClarke, age 60, Chief Executive.

 

**5.1**                   EmploymentContract

 

On April 1, 2003 DavidClarke was appointed by the Board as President and Chief Executive Officer ofRinker.  Prior to the demerger, Davidhad been an executive director of CSR since 1996.  He has been chief executive officer of Rinker Materials since1992 and a director of Rinker Materials since 1987.  David’s entire career has been based in the heavy building materialsindustry, and he has worked extensively in the US, Australia and South EastAsia.

 

Mr. Clarke has a threeyear employment contract with the company that automatically extends theemployment term by one year on the anniversary date of the contract.  Under the contract, Mr. Clarke

 

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receivesan annual salary, participation in both short and long-term incentive plans,regular company retirement, health and welfare plans, and reasonableperquisites that are similar to those of comparable Chief ExecutiveOfficers.  The details of Mr. Clarke’sremuneration are displayed below.  Acopy of Mr. Clarke’s employment contract is filed with the SEC as an exhibit toRinker’s Form 20-F and is available on the Rinker website.

 

**5.1.1**                     Remuneration

 

The remuneration paid toMr. Clarke for the year ended March 31, 2004 is set out in the tablebelow.  (Amounts shown in US$ with A$equivalents also shown.)

 

|   |   | **Primary**      |      | **Post**                    |   |                          |   |
|--------|--------|------------------|-----------|-----------------------------|--------|-------------------------------|--------|
|   |   | **Base  Salary** |      | **Short-  Term  Incentive** |   | **Long-Term  Incentive  (1)** |   | **Other  Benefits(2)** |   | **Employment  Retirement   Benefits(3)** |   | **Total 2004** |   |
| US$    |   | $                | 740,661   |                        | $      | 644,400                       |   | **$** | 1,541,736 |   | $ | 120,461 |   | $ | 378,647 |   | $ | 3,425,905 |   |
| A$     |   | $                | 1,061,575 |                        | $      | 923,606                       |   | **$** | 2,209,741 |   | $ | 172,654 |   | $ | 542,707 |   | $ | 4,910,283 |   |

 

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(1)          Long-Term Incentive amount was earned forthe 2-year period ended March 31, 2004.

 

(2)          Other Benefits comprise the costs ofexecutive life insurance, basic life insurance, pay in lieu of unused leave,vehicle allowance, and club membership fees.

 

(3)          Retirement Benefits include the companymatching and profit sharing contributions relating to retirement plans andincrease in value of defined benefit superannuation plan.

 

**5.1.2**                     ShareOwnership Guidelines

 

At the time of thisreport Mr. Clarke was in full compliance with the Share Ownership Guidelines.

 

**5.1.3**                     Termination

 

After consideringindependent advice, the Board is satisfied that Mr. Clarke’s terminationbenefits, as set out below, are reasonable, having regard to current USemployment practices.

 

If Mr. Clarke resignsfrom his employment, he is entitled to the full amount of his salary throughhis termination date and any unpaid amounts accrued for unused leave.  The Board may, in its sole discretion, alsoelect to pay Mr. Clarke a pro rata portion of his short-term incentive for theperiod of his active employment during the financial year.

 

If during the EmploymentPeriod (as defined in Mr. Clarke’s employment contract), the company terminatesthe employment of Mr. Clarke other than for Cause (as defined in Mr. Clarke’semployment contract), or Mr. Clarke resigns from his employment for Good Reason(as defined in Mr. Clarke’s employment contract) the company is required to:

 

•                  Pay Mr.Clarke, in a lump sum, a pro rata portion of his short-term incentive, a prorata share of his long-term incentive (in accordance with plan rules) andamounts accrued for unused leave.

 

•                  Pay Mr.Clarke amounts he would have received in the following 24 months, at the timesindicated in his employment contract, for his base salary and short-termincentive at target

 

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performance.  Additionally, Mr. Clarke would continue toreceive any other benefits he was entitled to at time of termination for thefollowing 24 months.

 

•                  Provide Mr.Clarke with professional outplacement services valued up to US$15,000.

 

•                  If, duringthe Employment Period, Mr. Clarke is terminated for Cause, Rinker will have nofurther obligations, other than the amount of base pay due to Mr. Clarkethrough his termination date and any unpaid amounts of accrued leave.

 

•                  Upontermination of Mr. Clarke’s employment for any reason, Mr. Clarke is prohibitedfrom engaging in any activity that would compete with Rinker for a period of 24months.

 

**6.     Senior Executives**

 

The Board has chosen toprovide remuneration details for all members of the key management team.  This includes the five most highlyremunerated executives in both Rinker and the consolidated Rinker group,together with executives holding equal authority with those executives.

 

**Amounts US$ With A$ Equivalents Also Shown**

 
|                                                                                 |   |                                    |                      |                   |                         |                                 |                     |   |                         |   |   | **Equity**          |   |   |                |
|--------------------------------------------------------------------------------------|--------|-----------------------------------------|---------------------------|------------------------|------------------------------|--------------------------------------|--------------------------|--------|------------------------------|--------|--------|---------------------|--------|--------|---------------------|
|                                                                                 |   | **Primary**                             |                      | **Post Employ-  ment** |                         | **Long-  Term  Incentive  CASP (4)** |                     |   |                         |
|                                                                                 |   | **Fixed  Remuneration  or Base Salary** |                      |                   |                         |                                 |                     |   |                         |   |   |                |   |
| **Name**                                                                             |   |                                    | **Short Term  Incentive** |                   | **Long-Term  Incentive (1)** |                                 | **Other  Benefits  (2)** |   | **Retirement  Benefits (3)** |   |   | **Total 2004**      |   |
| Karl  Watson, Sr.President and Chief Operating Officer US Construction Materials (5) |   |                                    | $320,004  A$458,656       |                   |                         | $292,500  A$419,235                  |                     |   | $388,304  A$556,549          |   |   | $50,868  A$72,908   |   |   | $46,031  A$65,975   |   |   | $0 |   |   | $1,097,707  A$1,573,323 |   |
| Thomas  BurmeisterVP and Chief Financial Officer (5)                                 |   |                                    | $320,004  A$458,656       |                   |                         | $292,500  A$419,235                  |                     |   | $387,679  A$555,653          |   |   | $33,971  A$48,690   |   |   | $40,919  A$58,648   |   |   | $0 |   |   | $1,075,073  A$1,540,882 |   |
| David  BergerVP Strategic Planning (5)                                               |   |                                    | $290,004  A$415,657       |                   |                         | $255,942  A$366,837                  |                     |   | $393,120  A$563,451          |   |   | $21,943  A$31,450   |   |   | $12,080  A$17,314   |   |   | $0 |   |   | $973,089  A$1,394,709 |   |
| Christopher  MurphyPrevious President Rinker Materials West (6)                      |   |                                    | $345,019  A$494,509       |                   |                         | $450,000  A$644,976                  |                     |   | $0                           |   |   | $117,623  A$168,587 |   |   | $0                  |   |   | $0 |   |   | $912,642  A$1,308,072 |   |
| Duncan  GagePresident Hydro Conduit (5)                                              |   |                                    | $275,000  A$394,152       |                   |                         | $209,160  A$299,785                  |                     |   | $378,000  A$541,780          |   |   | $23,895  A$34,248   |   |   | $16,277  A$23,330   |   |   | $0 |   |   | $902,332  A$1,293,295 |   |
| Sharon  DeHayesChief Executive Readymix (5)                                          |   |                                    | $275,004  A$394,158       |                   |                         | $247,464  A$354,685                  |                     |   | $283,929  A$406,950          |   |   | $37,012  A$53,049   |   |   | $37,894  A$54,313   |   |   | $0 |   |   | $881,303  A$1,263,155 |   |
| Karl  Watson, Jr.President Rinker Materials West (5)                                 |   |                                    | $297,504  A$426,407       |                   |                         | $247,656  A$354,960                  |                     |   | $0                           |   |   | $248,390  A$356,013 |   |   | $35,163  A$50,398   |   |   | $43,921  A$62,951 |   |   | $872,634  A$1,250,729 |   |
| Ira  FialkowVP Shared Services (5)                                                   |   |                                    | $265,000  A$379,819       |                   |                         | $234,252  A$335,749                  |                     |   | $248,049  A$355,524          |   |   | $32,727  A$46,907   |   |   | $29,112  A$41,726   |   |   | $0 |   |   | $809,140  A$1,159,725 |   |
| Peter  AbrahamGeneral Counsel and Company Secretary (7)                              |   |                                    | $262,510  A$376,251       |                   |                         | $155,695  A$223,155                  |                     |   | $0                           |   |   | $0                  |   |   | $149,717  A$214,586 |   |   | $23,142  A$33,169 |   |   | $591,064  A$847,161 |   |
| Debra  StirlingVice President Corp. Affairs and Investor Relations (7)               |   |                                    | $255,009  A$365,499       |                   |                         | $151,324  A$216,890                  |                     |   | $0                           |   |   | $0                  |   |   | $30,066  A$43,093   |   |   | $15,421  A$22,102 |   |   | $451,820  A$647,584 |   |

 

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(1)          Represents cash payments to US Executivesearned under the Shareholder Value Added plan for the 2-year period ended March31, 2004.

 

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(2)          Other Benefits comprise the costs ofexecutive life insurance, basic life insurance, paid in lieu of unused leave,vehicle allowance, and club membership fees. For Mr. Murphy and Mr. Watson, Jr. this column also contains relocationor expatriate related expenses.

 

Additionally, other benefits include interest imputed on a loan to anexecutive.  There is one outstandingloan totaling US$59,000 that dates back to 1998.  The loan relates to a relocation benefit and, at the time, was acustomary benefit for relocating executives. The loan is interest free and is payable upon the executive’stermination of employment.

 

Therewere no loans made to the Chief Executive or any Non-Executive Director duringthe year and there were no loans outstanding to them at March 31, 2004.

 

(3)          Retirement Benefits comprise the companymatching and profit sharing contributions relating to retirement plans in theUS, and the incremental increase in value of defined benefit superannuationplans during the year or company contributions made to accumulationsuperannuation plans in Australia.

 

(4)          CASP grants are valued at the pro ratavalue of the total grant.  Based on agrant date of August 11, 2003 and an earliest potential vesting date of August11, 2006, the amount disclosed represents 21% of the total value of the grantas at March 31, 2004.  Dividendsreceived by participants are included in amounts.  Total dividends for executives shown in the above table wereA$5,982 in the aggregate.

 

(5)          After considering independent advice, theBoard is satisfied that the termination benefits of the US based executives, asset out below, are reasonable, having regard to current US employmentpractices.

 

Ifthe executive resigns from his or her employment, the company shall pay theexecutive the full amount of his or her salary through his or her terminationdate and any unpaid amounts accrued for unused leave.  The Board may in its sole discretion also elect to pay theexecutive a pro rata portion of his or her short-term incentive for the periodof his or her active employment during the financial year.

 

If,during the Employment Period (as defined in the executive’semployment contract), the company terminates the employment of the executiveother than for Cause (as defined in the executive’s employment contract), orthe executive resigns from his or her employment for Good Reason (as defined inthe executive’s employment contract) the company is required to:

 

•                  Pay the executive, in a lump sum, a pro rataportion of his or her short-term incentive, a pro rata share of his or herlong-term incentive (in accordance with plan rules) and amounts accrued forunused leave.

 

•                  Pay the executive amounts he or she would havereceived in the following 24 months, at the times indicated in his or heremployment contract, for his or her base salary and short-term incentive attarget performance.  Additionally, theexecutive would continue to receive any other benefits he or she was entitledto at time of termination for the following 24 months.

 

•                  Provide the executive with professionaloutplacement services valued up to US$10,000.

 

If,during the Employment Period, the company terminates the employment of theexecutive for Cause, the company shall have no further obligations to theexecutive except the amount of base pay due through his or her termination dateand any unpaid amounts of accrued leave.

 

Upontermination of the executive’s employment for any reason, the executive is prohibitedfrom engaging in any activity that would compete with Rinker for a period of 24months.

 

(6)          Mr. Murphy’s employment will terminateeffective August 1, 2004.  Under theterms of the employment agreement in place at the time of the acquisition ofKiewit Materials Company, Mr. Murphy will receive a lump sum payment ofUS$858,333.  Under the terms of theemployment agreement, Mr. Murphy is prohibited from competing with any businessformerly operated by Kiewit through September 2005.

 

(7)          Termination benefits for Mr. Abraham andMs. Stirling are the greater of 12 months total remuneration (including targetincentives) or 3 months base remuneration (‘base remuneration’ is equivalent toapproximately 75% of fixed remuneration) plus 0.7 months base remuneration peryear of service, not to exceed 24 months. As of March 31, 2004 Mr. Abraham had 24 years of service and Ms.Stirling had 6 years.

 

ShouldMr. Abraham or Ms. Stirling resign or be terminated for cause, the Companyshall have no further obligations to them except the amount of base pay duethrough termination date and any unpaid amounts of accrued leave.

 

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**7.     NON-EXECUTIVE DIRECTORS**

 

**7.1**                   RemunerationPolicy

 

Fees for non-executivedirectors are based on the nature of their work and theirresponsibilities.  In determining thelevel of fees, survey data on comparable companies is considered indetail.  Non-executive directors’ feesare recommended by the Remuneration & Human Resources Committee anddetermined by the Board.

 

For the year ended March31, 2004, Rinker paid non-executive directors base fees of A$80,000 peryear.  The Chairman received A$240,000per year (inclusive of committee fees) and the Deputy Chairman received a base feeof A$170,000.  Non-executive directors,other than the Chairman, who were members of committees (other than theNominations Committee) received additional remuneration of A$6,000 percommittee, or A$12,000 in the case of the directors who chaired thosecommittees.

 

Rinker’s non-executivedirectors (other than John Ingram, who joined the Board on October 1, 2003)were, prior to Rinker’s demerger from CSR, previously non-executive directorsof either CSR or Rinker Materials and were entitled to retirement benefits underthose companies’ non-executive directors’ retirement plans.  Those plans provided for payment onretirement of a maximum amount equal to a director’s last three yearsremuneration after five years of service (pro rata for a lesser period).  At the time of the demerger, Rinker adopteda similar retirement plan under which periods of service as a director of CSRor Rinker Materials were treated as periods of service with Rinker for thepurposes of calculating benefits under that plan.  In response to the publication of the ASX Corporate GovernanceCouncil Guidelines, in April 2003 the Board closed theplan to new directors and the then current directors agreed to freeze theirentitlements with effect from March 31, 2004. Rinker has accrued a provision of A$1,362,384 (US$1,028,873) in respectof those benefits.

 

A review of Rinker’snon-executive directors’ fees was conducted by John V Egan Associates (‘Egan’)in Australia, supplemented with a review by Compensation Strategies in theUS.  The Egan review took particularaccount of the fact that no further retirement benefits would accrue todirectors when comparing Rinker’s non-executive directors’ fees with those ofcomparable companies.  The Egan reviewrecommended that fees be increased by 30-35% to compensate for the lack offuture retirement benefits and that a further, smaller increase would berequired to maintain relativities with comparable companies which no longerprovided retirement benefits.

 

The final recommendationof the Egan review (which was consistent with the outcome of the CompensationStrategies review) was that base non-executive directors fees be increased toA$110,000, with the Chairman receiving a fee of A$300,000 and the DeputyChairman receiving a fee of A$220,000 (in the latter two cases, such fees to beinclusive of committee fees).  TheBoard, on the recommendation of the Remuneration & Human ResourcesCommittee, approved increases equal to those recommended in the Egan review asstated above.

 

The Board, on therecommendation of the Remuneration & Human Resources Committee, approved anincrease in base committee fees to A$12,000 in the case of the Audit Committee(A$18,000 for the committee chair) and A$8,000 in the case of both the Safety,Health & Environment Committee and the Remuneration & Human ResourcesCommittee (A$12,000 for those committee chairs).  No fees are payable for membership of the NominationsCommittee.  As referred to above, the Chairmanand Deputy Chairman will not receive committee fees.

 

Consistent with the freezingof retirement benefits, these new fees will now be inclusive of any compulsorysuperannuation guarantee contributions (these were previously deducted fromretirement

 

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allowances).  Rinker will also take those contributionsinto account in calculating the total amount able to be paid to non-executivedirectors, even though Rinker’s constitution excludes these amounts.

 

Although the increasedfees can be paid between April 1 and the date of the 2004 annual generalmeeting within the maximum of A$850,000 per year provided in Rinker’sconstitution, an increase in that maximum will be necessary to maintain theincreased fees on an annual basis. Accordingly, and consistent with Egan’s recommendations, the Board willseek shareholder approval for an increase in the maximum aggregate remunerationof non-executive directors to A$1,250,000. Such an increase would provide future flexibility to increase the sizeof the board, if and when appropriate, for succession planning purposes andallow for some future increases in fees to maintain market competitiveness andto reflect increasing demands on non-executive directors.  Such a maximum would also be consistent withother companies that are comparable in size and scope of operations to Rinker.

 

The remuneration ofnon-executive directors is fixed.  Theydo not participate in any incentive plans available to executives.

 

**7.2**                   Remunerationpaid - non-executive directors

 

Details of all fees paidto non-executive directors during the 2004 Financial Year are set out in thefollowing table.  Accrued retirementbenefits are also shown (these amounts were frozen at March 31, 2004).

 

Amounts in A$ With US$Equivalents Also Shown

 
|             |   | **Base Fees** |                      | **Committee  Fees** |   | **Compulsory  Superannuation   Contributions** |       | **Retirement  Benefit** |                   | **Total 2004** |   | **Accrued  Retirement  Benefit At  March 31,  2004 (frozen)** |       |
|------------------|--------|---------------|---------------------------|---------------------|--------|------------------------------------------------|------------|-------------------------|------------------------|----------------|--------|---------------------------------------------------------------|------------|
| John Arthur(1)   |   |          | A$80,000  US$55,816       |                |   | A$18,000  US$12,558                            |       |                    | A$8,820  US$6,154      |           |   | A$0                                                           |       |   | A$106,820  US$74,528 |   |   | A$133,919  US$101,136 |   |
| John Ballard(2)  |   |          | A$40,000  US$27,908       |                |   | A$0                                            |       |                    | A$3,600  US$2,512      |           |   | A$76,917  US$53,665                                           |       |   | A$120,517  US$84,085 |   |   | A$0 |   |
| Marshall Criser  |   |          | A$170,000  US$118,609     |                |   | A$18,000  US$12,558                            |       |                    | A$0                    |           |   | A$0                                                           |       |   | A$188,000US$131,167 |   |   | A$419,329  US$316,677 |   |
| John Ingram(3)   |   |          | A$40,000  US$27,908       |                |   | A$2,452  US$1,711                              |       |                    | A$0                    |           |   | A$0                                                           |       |   | A$42,452US$29,619 |   |   | A$0 |   |
| John Morschel(1) |   |          | A$240,000  US$167,448     |                |   | A$0                                            |       |                    | A$0                    |           |   | A$0                                                           |       |   | A$240,000US$167,448 |   |   | A$661,260  US$499,384 |   |
| Walter Revell    |   |          | A$80,000  US$55,816       |                |   | A$12,000  US$8,372                             |       |                    | A$0                    |           |   | A$0                                                           |       |   | A$92,000US$64,188 |   |   | A$147,876  US$111,676 |   |
| **Total**        |   |          | **A$650,000  US$453,505** | ** **          |   | **A$50,452  US$35,199**                        | ** ** |                    | **A$12,420  US$8,666** | ** **     |   | **A$76,917  US$53,665**                                       | ** ** |   | **A$789,789  US$551,035** | ** ** |   | **A$1,362,384  US$1,028,873** | ** ** |

 

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(1)          Mr. Morschel and Mr. Arthur both commencedcontributions to ESAP from August 2003. As at March 31, 2004 Mr. Morschel had contributed at a rate of A$7,500per month and Mr. Arthur at a rate of A$5,000 per month.  Therefore, of the above totals Mr. Morschelreceived A$60,000 and Mr. Arthur received A$40,000 in the form of ESAP shares,with the balance in cash.

 

(2)          Mr. Ballard retired from the Board ofDirectors on October 1, 2003.

 

(3)          Mr. Ingram joined the Board of Directorson October 1, 2003.

 

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#### **C.**            Board Practices

 

Details of directors andtheir term of office are included in “Item 6.A. - Details of directors andsenior management.”

 

###### **Corporate GovernanceStatement**

 

**Development of Rinker’s Corporate GovernanceSystem**

 

Rinker was first listedon the Australian Stock Exchange (“ASX”) on March 31, 2003, following itsdemerger from CSR Limited (“CSR”). Coincidentally, this was the same day that the ASX Corporate GovernanceCouncil released its *Principles of GoodCorporate Governance and Best Practice Recommendations* (‘ASXPrinciples and Recommendations’).

 

On October 28, 2003,Rinker’s American Depositary Receipts (“ADRs”) were first listed for trading onthe NYSE.

 

Despite its new statusas a listed entity, Rinker was fortunate that it was able to commenceimmediately with a robust and mature set of corporate governance practicesdeveloped over many years at CSR. However, of more fundamental importance is that from the outset Rinkerhas had an entrenched, highly developed governance culture based on strongethical values and a commitment to openness and transparency.

 

During the period of alittle over a year since it demerged from CSR, Rinker has further developed andrefined its corporate governance practices to reflect its circumstances(including, in particular, its strong presence in the United States), the ASXPrinciples and Recommendations and its listing on NYSE.

 

**‘Ifnot, why not’ disclosure**

 

One of the features ofthe ASX Principles and Recommendations is an ‘if not, why not’ disclosure obligationin relation to practices that differ from the ASX Recommendations.  In Rinker’s case, that obligation istriggered in two regards:

 

•                  Rinker hasprogressively developed its corporate governance documents, including formalpolicies and charters, during the period since the demerger and did not publishthese documents on its website until the release of this annual report, inorder to present its full corporate governance system in context; and

 

•                  Rinker has ashare plan open to all Australian employees who have been employed for at leastone year *(Universal Share Plan – ‘USP’)*under which those employees may annually acquire a parcel of shares at marketprice and receive an equal number of additional shares for no furtherconsideration.  ASX Recommendation 9.4provides that plans for equity-based executive remuneration should be approvedby shareholders.  Although executivesare not prohibited from participating in the plan, it is designed forAustralian employees as a whole, not for executives – last year a total of1,219 Australian employees (74.5% of those eligible) participated.  The maximum number of shares that can bepurchased under the plan is identical for each employee.  Last year, that maximum was 150 shares,giving rise to an entitlement to an additional 150 shares for no furtherconsideration.  USP is an incidental andinsignificant component of executive remuneration and was fully disclosed toshareholders prior to the demerger. After taking the above factors into account, the Board has not soughtshareholder approval for USP as a plan for equity-based executiveremuneration.  However, the Board haselected to put its Remuneration

 

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Reportto shareholders for adoption by way of a non-binding resolution at Rinker’sannual general meeting on July 20, 2004.

 

Documents that areitalicized and underlined in this statement (for example *Board Charter*) are available onRinker’s internet site (www.rinkergroup.com) under the heading ‘Corporate Governance.’  A table cross-referencing each of the ASX Principles andRecommendations to the relevant section of this statement also appears there.

 

**1.     Rinker’s board**

 

**1.1**                   Accountabilityand approach to governance

 

The board of directors(the Board) of Rinker is accountable to shareholders for the activities andperformance of the Rinker group.

 

The Board’s keyresponsibility is to oversee the building of sustainable value for shareholderswithin an appropriate risk framework, having regard to the interests of otherstakeholders.

 

To fulfill thatresponsibility, the Board strives to ensure that a strong performance culturecontinues to be driven throughout the Rinker group, within a structure ofgovernance and ethical values that warrant the trust, respect and confidence ofshareholders, employees, customers, regulators and the communities within whichRinker group companies operate.

 

**1.2**                   The RinkerBoard’s duties

 

The Board has identifiedkey duties that it has reserved for itself and will not delegate to management.  These duties, many of which are carried outwith the assistance of the Board’s committees, are set out in Rinker’s *BoardCharter*.  The dutiesinclude:

 

•                  promote andoversee the maintenance of Rinker’s high integrity performance culture;

 

•                  review andconfirm the strategic direction of the Rinker group;

 

•                  approvebusiness plans, budgets and financial policies;

 

•                  considermanagement recommendations on key issues, including proposed acquisitions,divestments and significant capital expenditure;

 

•                  fulfill itsresponsibilities in relation to safety, occupational health and environmentalmatters arising out of activities within the Rinker group and the impact ofthose activities on employees, contractors, customers, visitors and thecommunities and environments within which Rinker group companies operate;

 

•                  oversee theestablishment of proper processes and controls to maintain the integrity ofaccounting and financial records and reporting;

 

•                  fairly andresponsibly reward executives, having regard to the interests of shareholders,Rinker’s performance, the performance of the relevant executive and employmentmarket conditions;

 

•                  determinedividend policy and the amount, timing and nature of dividends to be paid toshareholders;

 

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•                  adopt andoversee implementation of corporate governance practices that represent bestpractice in Rinker’s particular circumstances from time to time;

 

•                  overseecapital management and financing strategies;

 

•                  overseeappropriate and effective risk management policies and strategies;

 

•                  determinethe scope of authority (and limits on that authority) delegated to the ChiefExecutive Officer (“CEO”);

 

•                  strive toensure that the Board is comprised of strongly performing individuals of theutmost integrity and whose complementary skills, experience, qualifications andpersonal characteristics are highly suited to Rinker’s present and anticipatedfuture needs, with regular performance reviews supporting this objective; and

 

•                  appoint,evaluate, reward and determine the duration of appointment of the CEO andapprove the appointments and remuneration (sometimes referred to in thisstatement as ‘compensation’) of those reporting to the CEO, including the ChiefFinancial Officer and the Company Secretary.

 

**1.3**                   Powersdelegated to Rinker’s management

 

The Board has delegatedto the CEO the authority and powers necessary to implement the strategiesapproved by the Board and to manage the business affairs of the Rinker groupwithin the policies and specific delegation limits specified by the Board fromtime to time.  The CEO may furtherdelegate within those specific policies and delegation limits, but remainsaccountable for all authority delegated to executive management.

 

**1.4**                   Rinker’s Chairmanand Deputy Chairman

 

The Chairman isappointed by the Board and must be an independent, non-executive director.

 

The role of the Chairmanincludes:

 

•                  leading theBoard, including ensuring that board meetings are conducted in an open andprofessional manner and that all directors know that they are expected to bewell informed and are encouraged to express their views forthrightly, withoutfear or favor, leading to objective, robust analysis and debate;

 

•                  representingthe views of the Board to shareholders and the public;

 

•                  conductingmeetings of shareholders in an open, democratic manner and providing areasonable opportunity for shareholders (as a whole) to express their views andto ask questions of the Board, management and the external auditors;

 

•                  ensuringthat new directors are properly briefed on the terms of their appointment andtheir rights, duties and responsibilities; and

 

•                  setting anexample of the culture and values for which Rinker stands.

 

If appropriate, theBoard may also appoint a Deputy Chairman to assist the Chairman from time totime and to act as chairman in the absence of the Chairman.  In Rinker’s current circumstances, the Boardhas determined it appropriate to appoint Marshall Criser, a US based director,to perform that role.

 

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**1.5**                   Thecomposition of Rinker’s Board

 

*Rinker’s constitution* provides for a minimum of five and a maximum of ten non-executivedirectors.  The Board has determinedthat currently, the appropriate number of non-executive directors is five.  All five non-executive directors have beendetermined by the Board to be independent.

 

The*constitution* also providesfor a maximum of three executive directors. In Rinker’s current circumstances, the Board has determined itappropriate that the Chief Executive Officer be the only executive director onthe Board.

 

The*BoardCharter* specifies that the majority of Rinker’s directors mustbe independent (see criteria below).  Under *Rinker’sconstitution*, non-executive directors will always comprise amajority of the Board.

 

Withassistance from the Board’s Nominations Committee, the Board strives to ensurethat it is comprised of strongly performing individuals of the utmost integrityand whose complementary skills, experience, qualifications and personalcharacteristics are highly suited to Rinker’s present and anticipated futureneeds.  Specific duties have beenassigned to the Nominations Committee (asset out in the *Nominations Committee Charter*) tosupport that objective.  Membership ofthe Nominations Committee (all members are independent non-executive directors)and attendance at its meetings is set out on page 106.

 

Detailsof current directors, including their skills, experience, qualifications,length of service and current term of office are set out on pages 79-81.

 

**1.5.1**                     How Rinkerassesses the independence of directors

** **

TheBoard’s policy on assessing independence has been formed after consideration ofrecent developments in Australia and the United States, including criteriaestablished by:

 

•                  ASXCorporate Governance Council;

 

•                  AustralianInvestment and Financial Services Association (the “IFSA Blue Book”);

 

•                  USSarbanes-Oxley Act of 2002 and SEC rules; and

 

•                  CorporateGovernance Rules of the NYSE.

 

TheBoard’s overarching test for independence is whether a director is:

 

“Independentof management and free from any business or other relationship that couldmaterially interfere with (or could reasonably be perceived to materiallyinterfere with) the exercise of their unfettered and independent judgment.”

 

Indetermining whether this test is satisfied, the Board applies the thresholdcriteria set out below to determine whether there are any indicators of mattersthat may impair a director’s unfettered and independent judgment.

 

TheBoard may determine that a director is independent even though one or more ofthe threshold criteria below are not met, in which case the Board will publiclydisclose its reasons for making that determination.

 

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Similarly,the Board recognizes that in certain circumstances it is possible that adirector may not be independent, even if the threshold criteria are met.

 

Inconsidering independence, the Board will distinguish between a relationshipthat may have the potential to give rise to, on isolated occasions, a narrow,discrete and immediately identifiable conflict of interest (that can becompletely quarantined by the Board’s conflict of interest procedures) and arelationship that has the potential to affect the director’s underlyingobjectivity or independence of mind.

 

TheBoard tests the independence of directors at least annually.  In addition, each director is required topromptly provide the Board with any new information that may be relevant tothat director’s independence.  The Boardwill promptly consider any such information and then re-assess itsdetermination of that director’s independence.

 

TheBoard will disclose, in each annual report, its determination of whether eachdirector is independent or non-independent.

 

Atthe date of this annual report, the Board has determined that each of itsnon-executive directors is, in fact, independent and that none of the thresholdcriteria set out below have been triggered.

 

**1.5.2**                     Rinker’sthreshold criteria for assessing independence:

 

a.     The director isnot a member of management within the Rinker group.

 

b.     The director isnot a substantial shareholder (as defined in section 9 of the Corporations Act 2001) of Rinker oran officer of, or otherwise associated directly with, a substantial shareholderof Rinker.

 

c.     Within the lastthree years neither the director, nor an immediate family member (as defined inthe *Board Charter*) hasbeen employed in an executive capacity by any company in the Rinker group orhas been a director after ceasing to hold such employment.

 

d.     Within the lastthree years neither the director nor an immediate family member has been aprincipal of an auditor or of any material professional adviser or of amaterial consultant to any company in the Rinker group or an employeematerially associated with any such service provided.

 

e.     Within the lastthree years neither the director, nor an immediate family member, has beenemployed by an entity that had an executive officer of a company in the Rinkergroup on its compensation committee.

 

f.      The director doesnot hold cross-directorships or have other significant links with otherdirectors through involvement in other companies or bodies where thosecross-directorships or links could materially interfere with the director’sunfettered and independent judgment.

 

g.     Neither thedirector, nor an immediate family member, is a material supplier or customer ofthe Rinker group or an officer of, or otherwise associated directly orindirectly with, a material supplier or customer.  In this context the supplier or customer shall be deemed to be‘material’ if payments to or from that customer or supplier exceed 2% of theconsolidated gross revenue of either the Rinker group or of that customer orsupplier.

 

h.     The director hasno material contractual relationship with a company in the Rinker group otherthan as a director, nor does the director receive additional compensation fromany such company, apart from approved director’s and committee fees.

 

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i.      The director hasnot served on the Board for a period, which could, or could reasonably beperceived to, materially interfere with the director’s ability to act in thebest interests of the Rinker group.

 

j.      The directorsatisfies the independence criteria specified from time to time by the NYSE.

 

Critically,in addition to the above threshold criteria, the Board is required to determinewhether the director is independent in character and judgment.

 

Directorswho currently sit on Rinker’s Audit Committee satisfy the additionalindependence criteria specified under the US Sarbanes-Oxley Act of 2002.

 

**1.5.3**                     Materiality

** **

TheBoard, in part, determines whether a relationship with a professional adviseror consultant is material by assessing whether payment for the servicesprovided is 5% or more of the expenditure by the Rinker group on professionalor consulting services or is 5% or more of the revenue of the relevantprofessional adviser or consultant.

 

Becausethere are inherent weaknesses in mechanically applying quantitative criteria,the Board will always strive to determine the true substance of anyrelationship that may call a director’s independence into question.  Qualitative aspects of materiality will beclosely considered, including the strategic significance and underlying natureof the relationship.

 

Whiledisclosure will automatically be made if the quantitative threshold isexceeded, a relationship will not be regarded as immaterial simply because itinvolves payments that fall below that quantitative threshold.

 

Rinkerdirector John Arthur and his spouse are partners in the law firm Gilbert &Tobin (“G&T”).  The Boardspecifically examined the fact that G&T had undertaken matters relating tobusinesses now conducted by companies in the Rinker group in the past(commencing many years prior to their joining G&T) and could potentially doso in the future.  In recognizing thepotential sensitivity of the connection, the Board undertook that examinationeven though the materiality threshold outlined above had not been remotelyapproached.

 

TheBoard determined that:

 

•                  neither Mr.Arthur nor his spouse had ever personally acted in any such matters and wouldnot do so in future;

 

•                  Mr. Arthurhad not and would not seek to influence any decision on whether or not acompany in the Rinker group should use G&T;

 

•                  Mr. Arthurhad never received, nor would in future receive, any additional financialbenefit (that is, apart from normal partnership distributions – there beingmore than 40 partners in G&T) or other recognition or benefit of any naturewhatsoever by G&T in connection with any matters carried out by G&T fora company in the Rinker group;

 

•                  there wereno other aspects of the relationship with G&T that could materially interferewith, or could reasonably be perceived to materially interfere with, theexercise of Mr. Arthur’s unfettered and independent judgment; and

 

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•                  it would beagainst Rinker’s best interests to restrict its long-standing policy that ineach case the most appropriate lawyer for a particular matter be engaged, byrefusing to consider any lawyer working for G&T.

 

**1.6**                   Appointment,election and re-election of Rinker directors

 

TheBoard’s Nominations Committee has specific duties (set out in its *Charter*)to assist the Board in assessing the skills required by the Board from time totime and in identifying candidates for potential appointment to the Board.

 

Whenit is appropriate to appoint a new director and a suitable candidate has beenfound, the Chairman ensures that prior to appointment, the candidateunderstands, and agrees to, the Board’s expectations of that candidateincluding, in particular, the time commitment and nature and quality ofcontribution required.  A formal letterof appointment is provided to the proposed director which includes (among otherthings) the terms and conditions of appointment, the *Board Charter* and the charters of eachcommittee, *Rinker’s constitution*,details of future Board and committee meetings, indemnity and insurancearrangements and details regarding remuneration, expenses and superannuation.

 

Inaccordance with ASX Listing Rules, the CorporationsAct 2001 and Rinker’s constitution, non-executive directors are subjectto re-election by rotation at least every three years and new directorsappointed by the Board are required to seek election at the first generalmeeting of shareholders following their appointment.  Non-executive directors are required to agree not to seek re-electionafter serving three three-year terms, unless the Board specifically requeststhe director to remain, to enable the Board to accommodate unforeseen andunusual circumstances that may exist at the time the director would otherwiseleave the board.

 

Beforeeach general meeting the Nominations Committee is required to makerecommendations to the Board regarding the Board’s support for there-nomination of each non-executive director who will retire at thatmeeting.  Notices of the meetings atwhich directors are standing for election or re-election will provide detailsof the relevant directors’ skills, experience, age and qualifications, theBoard’s assessment of their independence, other directorships they hold, theirtime in office and a statement as to whether the Board recommends theindividual’s election or re-election. Each director standing for election or re-election will be invited tobriefly introduce themselves to shareholders at the general meeting.

 

*Rinker’s constitution* provides that an executive director’s office automatically becomesvacant upon his or her cessation of employment, unless the Board determines(prior to that cessation of employment) that the director will remain in officeas a director for a specified period that may not exceed 12 months.

 

**1.7**                   Rinker’sBoard meetings

 

TheBoard meets as often as the directors determine is necessary to fulfill theirresponsibilities and duties.  Details ofboard and committee meetings held during Rinker’s most recent financial yearand each director’s attendance at those meetings is set out in the table onpage 106.  Because of the internationalnature of the Rinker group’s operations, Rinker’s directors are required totravel substantially.  The dates andlocations of scheduled meetings are generally agreed at least a year inadvance.  However the Board alwaysretains flexibility to reschedule meetings or to schedule additional meetingsif significant issues arise outside the planned program of meetings.

 

TheBoard aims to strike an appropriate mix between meetings held in Australia,meetings held in the United States and meetings conducted by video-conferenceor other electronic means.

 

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Boardand committee papers are distributed sufficiently in advance of each meeting toafford directors adequate time to fully consider the material before themeeting.

 

TheBoard at least annually reviews the overall content of its meeting agendas andBoard and Committee papers as part of the Board’s performance review process(this must also be done at any other time on the request of any director).  The Company Secretary is required to preparea draft agenda for each meeting, which is finalized by the Chairman in consultationwith the CEO.  In addition, any directormay require a matter to be placed on the Board’s agenda.

 

Independentnon-executive directors meet on a regular basis, without any executive directoror other member of management present. The Chairman presides over these meetings.  Interested persons may raise issues with the Chairman forconsideration by the non-executive directors – contact details are available onRinker’s internet site.  Whenevernecessary to ensure that a discussion on sensitive matters may be conductedplainly and openly, the Chairman will request executive directors and othermembers of management who may be present to temporarily leave the Boardmeeting.  If necessary, the Chairmanwill call a separate formal meeting of non-executive directors.

 

Subjectto any need for the directors to meet in private, the Company Secretary and, atthe Chairman’s invitation, the Chief Financial Officer, attend all Boardmeetings.

 

Seniormanagers who report to the CEO are expected to make personal presentations tothe Board regularly — including once at the Board’s annual budget and strategymeeting with management and on other appropriate occasions to provide an indepth review of the performance and issues of the business for which they areresponsible.  Other managers are invitedto attend such sessions when appropriate.

 

Directorsare expected to participate actively in debate at Board meetings and to bringindependent judgment to bear. Constructive differences of opinion and robust debate are fundamental tothe effective operation of the Board. Any director may request matters of concern to be recorded in Boardminutes.

 

Inaccordance with the Board’s *Policy for obtaining independent professional advice*,the Board, each committee of the Board, and each individual director have the rightto obtain independent professional advice at Rinker’s expense to assist them tocarry out their duties.  For individualdirectors, the prior approval of the Chairman is required, but may not beunreasonably withheld.  If such consentis withheld, the Board must be promptly informed and the director may then seekBoard approval to obtain such advice. This right to obtain independent professional advice was neitherexercised nor sought to be exercised during the year.

 

**1.8**                   Rinker’sBoard committees

 

TheBoard has established the following committees to advise and support the Boardin carrying out its duties:

 

•                  AuditCommittee (see *Charter*);

 

•                  Safety,Health & Environment Committee (see *Charter*);

 

•                  Remuneration& Human Resources Committee (see *Charter*); and

 

•                  NominationsCommittee (see *Charter*).

 

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Eachcommittee has a written charter which addresses the committee’s composition,overall responsibilities, specific duties, reporting obligations, meetingfrequency and arrangements, authority and resources available and provisionsfor reviewing the committee’s charter.

 

Thecomposition of each committee and the attendance of their members at meetingsis set out in the table below.

 

**Directors’ attendance atboard and committee meetings**

 
| **Year Ended  March 31,  2004** |   |      |       | **Board** |       | **Audit  Committee** |       | **Remuneration  & Human  Resources  Committee** |       | **Nominations  Committee** |       | **Safety,  Health &  Environment  Committee** |       |
|---------------------------------|--------|-----------|------------|-----------|------------|----------------------|------------|-----------------------------------------------------|------------|----------------------------|------------|---------------------------------------------------|------------|
| **Name**                        |   | **Notes** | ** ** | **(A)**   | ** ** | **(B)**              | ** ** | **(A)**                                             | ** ** | **(B)**                    | ** ** | **(A)**                                           | ** ** | **(B)** | ** ** | **(A)** | ** ** | **(B)** | ** ** | **(A)** | ** ** | **(B)** | ** ** |
| John Arthur                     |   | (1)       |       | *11*      |       | *11*                 |       | 4                                                   |       | 4                          |       | *1*                                               |       | *1* |   | *1* |   | *1* |   | **4** | ** ** | **4** |   |
| John Ballard                    |   | (2)       |       | 5         |       | 6                    |       |                                                |       |                       |       |                                              |       |   |   |   |   |   |   |   |   |   |   |
| David Clarke                    |   | (3)       |       | *11*      |       | *11*                 |       |                                                |       |                       |       |                                              |       |   |   |   |   |   |   |   |   |   |   |
| Marshall Criser                 |   | (4)       |       | *9*       |       | *9*                  |       | **5**                                               | ** ** | **5**                      |       | *5*                                               | * *   | *5* | * * | *1* | * * | *1* |   |   |   |   |   |
| John Ingram                     |   | (5)       |       | *5*       |       | *5*                  |       | *1*                                                 |       | *1*                        |       | **0**                                             | ** ** | **0** |   | *1* | * * | *1* |   |   |   |   |   |
| John Morschel                   |   | (6)       |       | **11**    | ** ** | **11**               |       |                                                |       |                       |       | 5                                                 |       | 5 |   | **1** | ** ** | **1** |   | *4* |   | *4* |   |
| Walter Revell                   |   | (7)       |       | *9*       |       | *9*                  |       | *5*                                                 |       | *5*                        |       |                                              |       |   |   | *1* |   | *1* |   | *4* |   | *4* |   |

 

Legend:
| *Current  Member* |   | **Current  Chairman** |
|-------------------|--------|-----------------------|

 

Notes:

 

----

(A)      shows number of meetings attended while theDirector was a member of the Board or Committee

 

(B)        shows number of meetings held while theDirector was a member of the Board or Committee

 

(1)          John Arthur retired from the Audit Committee onDecember 1, 2003 and was appointed to the Remuneration and Human ResourcesCommittee on December 1, 2003

 

(2)          John Ballard retired from the Board on October1, 2003

 

(3)          As an executive director, David Clarke is not amember of any committees

 

(4)          Marshall Criser was appointed to the Board onApril 12, 2003

 

(5)          John Ingram was appointed to the Board onOctober 1, 2003.  He was appointed tothe Audit Committee on December 1, 2003 and was appointed Chairman of theRemuneration & Human Resources Committee on March 18, 2004

 

(6)          John Morschel retired as Chairman of theRemuneration & Human Resources Committee on March 18, 2004

 

(7)          Walter Revell was appointed to the Board onApril 12, 2003

 

**1.9**                   Induction,access to information and continuing education for Rinker directors

 

Uponjoining the Board, and in addition to their letter of appointment, newdirectors are provided with a comprehensive information pack, special briefingsfrom management and, at the earliest practical opportunity, take part in visitsto key operations in the United States and Australia to assist them to rapidlyunderstand the Rinker group’s businesses, strategies, people, culture, policiesand other key issues.

 

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Withthe consent of the Chairman, which may not be unreasonably withheld, anydirector may attend (at Rinker’s expense) briefings, lectures or courses thatthe director believes will assist in further developing the director’sknowledge and understanding of either his or her duties and responsibilities asa director or of issues clearly pertinent to the Rinker group’s businesses.

 

Toassist directors to maintain their understanding of the group’s businesses andto assess the people running them, senior managers brief the Board regularly inperson.  Site visits and briefings areorganized as frequently as is practical. Subject to safety requirements, directors have unrestricted access toemployees during such visits.  Externalprofessionals and consultants also brief the Board when appropriate.

 

Alldirectors have direct access to the Company Secretary and General Counsel, whois required to provide guidance on corporate governance issues and developmentsand to provide assistance on all other matters reasonably requested bydirectors.  The Company Secretary andGeneral Counsel monitors compliance with the *Board Charter*and other policies and procedures and isaccountable to the Board, through the Chairman, on all corporate governancematters.

 

Directorshave unrestricted access to Rinker’s records and information.  If the Board or an individual director seeksinformation, the CEO is required to take all reasonable steps to ensure that nomaterial information is withheld and that no misleading impressions areconveyed.

 

Comprehensiveperformance reports are provided to directors monthly, regardless of whether aBoard meeting is scheduled for that month.

 

**1.10**            Performancereviews of the Rinker Board

 

Throughits Nominations Committee, and using the services of an independent thirdparty, the Board undertook a formal review (which will be conducted annually)of the performance of the Board, its committees, and individual non-executivedirectors.  The review was undertaken inMarch/April 2004, and a report on its findings and recommendations waspresented to the Board in May 2004.  Thereview was initially conducted by way of questionnaire, with the opportunityfor follow-up discussions if any director, or the independent third party,thought it would be beneficial to do so. The review indicated a fundamentally sound state of health in all keyareas.

 

Matterscanvassed in the performance review included:

 

•                  theeffectiveness of the Board and each committee in meeting the requirements oftheir charters, and any amendments that should be made to those charters;

 

•                  thecontribution, effort and time commitment made by individual directors, both atBoard meetings and in their other responsibilities;

 

•                  theeffectiveness of the Chairman in leading the Board;

 

•                  the qualityof debate and discussion at Board meetings;

 

•                  the qualityof the relationship between non-executive directors and management;

 

•                  the qualityand timeliness of Board agendas, Board papers and secretarial support services;

 

•                  thesuitability of the blend of skills, experience, qualifications and personalcharacteristics represented on the Board and an identification of any currentor potential gaps; and

 

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•                  any othersignificant matters that arose during the process.

 

Throughthe Remuneration & Human Resources Committee, the performance of the CEO(and other executive directors, if any) is separately and formally reviewedeach year.  The review evaluatesperformance against pre-set financial and non-financial goals.

 

**1.11**            Rinker’ssafeguards against conflicts of interest

 

Rinker’sdirectors are required to take all reasonable steps to avoid any action,position or interest that conflicts with an interest of the Rinker group, orcould reasonably be perceived to represent a conflict.  This is one of the elements of Rinker’s *Code ofBusiness Ethics* – a code that applies to all directors,management and other employees.

 

Ifa director has a material personal interest in any matter that concerns theaffairs of the Rinker group, he or she must give the other directors immediatenotice of such interest.  Such notice isto be provided in writing (although the director may first advise the matterpersonally) to the Company Secretary, who shall ensure it is brought to theattention of other directors.

 

Ifa potential conflict arises, the director concerned does not receive therelevant Board papers and is required to withdraw from the Board meeting whilesuch matter is considered.  The directormust not endeavor, in any other manner, to exercise any influence in connectionwith the Board’s consideration of such matter.

 

Ifa significant conflict of interest arises that is not capable of beingcompletely quarantined by the above procedure, and which has the potential toaffect a director’s underlying objectivity or independence of mind, theChairman, after consultation with the director, may request the director toresign.

 

**1.12**            Shareholdingrequirements for Rinker directors

 

*Rinker’s constitution* requires each director to hold a minimum of 2,000 Rinker ordinaryshares (or the equivalent in Rinker ADRs) in their own name.

 

Inaddition, the Board’s policy is that each non-executive director be encouragedto acquire Rinker shares or ADRs, with a value equivalent to not less than oneyear’s director’s fees, within a reasonable time of joining the Board, and thatsuch Rinker shares or ADRs continue to be held while remaining on the Board.

 

TheBoard’s policy also encourages the CEO to acquire Rinker shares or ADRs, with avalue equivalent to three years of the CEO’s base compensation, within areasonable time and that such Rinker shares or ADRs continue to be held whileremaining as CEO.

 

Directors’interests in Rinker shares (including Rinker ADRs) are set out below.

 
| **As at May 25, 2004** |   | **Relevant  Interest  2004** |   | **Relevant  Interest  2003** |   | **Additional  Economic  Interest 2004*** |   | **Total  Economic  Interest 2004** |   |
|------------------------|--------|------------------------------|--------|------------------------------|--------|------------------------------------------|--------|------------------------------------|--------|
| John Arthur            |   | 25,458                       |   | 17,663                       |   |                                     |   |                               |   |
| David Clarke           |   | 260,414                      |   | 188,694                      |   | 245,026                                  |   | 505,440                            |   |
| Marshall Criser        |   | 34,000                       |   | 10,000                       |   |                                     |   |                               |   |
| John Ingram            |   | 15,000                       |   |                         | **     |                                     |   |                               |   |
| John Morschel          |   | 51,333                       |   | 39,640                       |   |                                     |   |                               |   |
| Walter Revell          |   | 20,000                       |   | 2,000                        |   |                                     |   |                               |   |

 

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*                 Mr. Clarke has an additional exposure tomovements in Rinker’s share price by virtue of his election to invest in“notional Rinker shares” under Rinker’s SERP, a plan in the United States towhich employees and employers make contributions.  The interest of Mr. Clarke shown in this column is economic only– “notional Rinker shares” do not currently carry any rights in connection withRinker ordinary shares or Rinker ADRs.

 

**          Mr. Ingram was appointed to the Board onOctober 1, 2003.

 

**1.13**            Restrictionson share dealings by Rinker’s directors and employees

 

Directorsand employees are subject to Australian and US legal restrictions on buying orselling Rinker securities while in possession of price sensitive informationthat has not been disclosed to the market (known as ‘insider trading’).

 

Rinkerhas adopted a *Policy on dealings inshares by Rinker directors and employees*that places additionalrestrictions on the ability of directors and employees to trade in Rinker’sshares, designed to minimize the risk of actual or perceived insidertrading.  Regular monthly purchases bythe trustee of Rinker’s Employee Share Acquisition Plan, on behalf of directorsand employees, are permitted to continue throughout the year in accordance withstanding instructions.  However, thosestanding instructions may not be changed outside the limited ‘trading windows’identified in the policy.

 

Inaccordance with ASX Listing Rules, Rinker is required to notify ASX, withinfive business days, of any sale or purchase of Rinker securities by adirector.  This notification is alsofiled publicly by Rinker with the SEC (on Form 6-K).  To enable Rinker to fulfill this obligation, each director hasentered into an agreement with Rinker under which the director is required tonotify the company of any such sale or purchase as soon as reasonablypracticable, and in any event within three business days.

 

**2.**     Rinker’sshareholders

 

**2.1**                   Communicationsstrategy

 

Rinkeris committed to providing shareholders with extensive, transparent, accessibleand timely communications on company activities, strategy and performance.

 

Theprimary tools used to communicate with shareholders include:

 

•                  releases toASX and SEC/NYSE in accordance with continuous disclosure obligations;

 

•                  extensiveuse of Rinker’s internet site (www.rinkergroup.com);

 

•                  annualreport;

 

•                  half-yearlyresults summary;

 

•                  annualgeneral meeting (“AGM”);

 

•                  e-maildistribution of company releases, reports, and other communications; and

 

•                  mediacoverage of significant announcements.

 

Rinker’scommunications program includes:

 

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•                  posting onRinker’s internet site of all announcements and reports to the market,immediately following release by ASX;

 

•                  annualreport and half-yearly results summary mailed to shareholders (unless requestedotherwise) and posted on Rinker’s internet site for downloading;

 

•                  e-mailalerts to shareholders (upon request) informing them of significantannouncements and the availability of reports on Rinker’s internet site;

 

•                  AGM, resultsbriefings to media and analysts, quarterly business updates and conferencecalls with analysts are all webcast live and archived for later viewing onRinker’s internet site;

 

•                  other majorbriefings, presentations and management speeches are immediately posted onRinker’s internet site;

 

•                  site visitsand strategy briefings are provided for fund managers and analysts – all newpresentations made during those visits and briefings are released to ASX andSEC and immediately posted on Rinker’s internet site; and

 

•                  ‘MY RINKER’employee newsletters posted on Rinker’s internet site.

 

Shareholderquestions about Rinker:

 

•                  Shareholderscan send questions by e-mail to: investorrelations@rinker.com.au

 

•                  Othercontact details (telephone, facsimile & mail) to facilitate shareholderquestions are provided on Rinker’s internet site and in the annual report.

 

Shareholderparticipation at Rinker AGMs:

 

•                  shareholdersare encouraged to attend Rinker’s AGM each year, to ask questions and toexercise their voting right;

 

•                  at Rinker’srequest, our external auditor has undertaken to attend each Rinker AGM to beavailable to answer shareholder questions about the conduct of the audit andthe preparation and content of the auditor’s report;

 

•                  shareholderswho cannot attend in person are encouraged to lodge a proxy and to view thelive webcast;

 

•                  addresses bythe Chairman and the CEO, together with any relevant presentation materials,are released to ASX and the SEC and posted on Rinker’s internet siteconcurrently with the AGM;

 

•                  votingresults (including a summary of proxy voting) on matters considered at the AGMare released to ASX and the SEC and posted on Rinker’s internet site as soon asthey are determined; and

 

•                  a report onthe AGM is provided to shareholders on request and is posted on Rinker’sinternet site.

 

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**2.2**                   Marketdisclosure policy

 

Rinker’sordinary shares are listed on ASX and its ADRs are listed on NYSE.  Rinker must comply with disclosureobligations in both Australia and the US.

 

Rinker’s*MarketDisclosure Policy*, coupled with its communication strategyreferred to above, is designed to put into practice Rinker’s commitment to:

 

•                  providerelevant information about the company, its performance and activities to themarket in strict compliance with its disclosure obligations under Australianand US law;

 

•                  avoidselectively disclosing price sensitive information; and

 

•                  take allreasonable steps to provide all shareholders and other interested parties withequal access to information that is made available to the market.

 

**3.**     Rinker’s ethical culture

 

Rinker’s*Codeof Business Ethics* applies to all directors, officers andemployees within the Rinker group.

 

Thekey elements of the code include:

 

•                  actingwithin the law and Rinker’s policies;

 

•                  acting withintegrity;

 

•                  actingresponsibly with respect to all stakeholders, including fellow employees,customers, communities, shareholders and suppliers;

 

•                  conflicts ofinterest;

 

•                  integrity infinancial reporting;

 

•                  respectingthe value and confidentiality of information;

 

•                  a drug-free,safe and healthy working environment; and

 

•                  safeguardingcompany assets and resources.

 

Allexecutives are required to certify annually, in writing their knowledge of andcompliance with the Code.  A ‘hotline’telephone number is available for confidential reporting of concerns orsuspected violations.  Anonymous reportsmay also be made.  The Code protects anyemployee who makes a report in good faith from indignity or retaliation.

 

Rinkerhas also established a separate *Policy on dealings in shares by Rinker directors andemployees.*

 

#### **4.**     Remuneration within Rinker

 

Rinker’sBoard has established a Remuneration & Human Resources Committee, the mainrole of which (as set out in its *charter*)is to assist the Board in fulfilling its corporate governance and oversightresponsibilities with respect to:

 

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•                  providingsound remuneration and employment policies and practices that enable Rinkergroup companies to attract and retain high quality executives and directors whoare dedicated to the interests of Rinker’s shareholders;

 

•                  fairly andresponsibly rewarding executives, having regard to the interests ofshareholders, Rinker’s performance, the performance of the relevant executiveand employment market conditions; and

 

•                  evaluatingpotential candidates for executive positions, including the Chief Executive,and overseeing the development of executive succession plans.

 

Allmembers of the Committee are independent non-executive directors.  Its *charter* is available on Rinker’sinternet site.  Attendance at itsmeetings is set out on page 106.

 

TheBoard and the Committee recognize that while remuneration is important inrecruiting, retaining and motivating highly talented and effective people,other factors also play a major role. These include Rinker’s corporate reputation, its ethical culture andbusiness values, its executive leadership, and its other human resourcespolicies.

 

Rinkerhas prepared a separate *Remuneration Report*, set out on pages83-97 of this annual report.  Amongother things, the report:

 

•                  explains thestructure of, and rationale behind, Rinker’s remuneration practices and thelink between the remuneration of employees and Rinker’s performance;

 

•                  sets outremuneration details for each director and for each member of Rinker’s seniorexecutive management team;

 

•                  makes clearthat the basis for remunerating non-executive directors is distinct from thebasis for remunerating executives; and

 

•                  explainsthat benefits under the former retirement benefit plan for non-executivedirectors have been frozen.

 

Withthe exception of USP, described at the beginning of this statement, no currentor proposed equity-based remuneration within Rinker involves the issue of newshares.  All shares for equity plans arepurchased on-market and the relevant cost expensed in accordance withaccounting standards.  The Board hasnoted clarification that ASX Recommendation 9.4, relating to shareholderapproval of equity based executive remuneration plans, is intended to applyonly to plans involving the issue of new shares, that is plans that dilute theholdings of existing shareholders.  Evenso, for reasons explained in the following paragraph, the Board is satisfiedthat shareholders will be afforded adequate opportunity to consider and pass commenton such plans, which are fully explained in the Remuneration Report.

 

TheBoard is sensitive to current shareholder sentiment and concern in connectionwith corporate remuneration practices generally and recognizes the likelydirection of future legislation.  Inresponse to this, the Board has elected to submit the Remuneration Report toshareholders for consideration and adoption by way of a non-binding vote atRinker’s AGM on July 20, 2004.

 

#### **5.**     Integrity ofRinker’s financial reporting

 

Theprimary responsibility of the Audit Committee is to assist the Board infulfilling its corporate governance and oversight responsibilities with respectto:

 

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•                  theintegrity of Rinker’s financial reporting;

 

•                  compliancewith legal and regulatory requirements, including Rinker’s Code of BusinessEthics;

 

•                  the externalauditor’s qualifications and independence;

 

•                  the systemof risk management and internal controls that management has established andthe process of internal and external auditor review of internal control; and

 

•                  theperformance of Rinker’s internal audit function and external auditors.

 

Allmembers of the Audit Committee are independent non-executive directors.  Its *charter* is available on Rinker’sinternet site.  Attendance at its meetingsis set out on page 106.

 

BecauseRinker is registered with the SEC, under US law the Audit Committee is requiredto be directly responsible for the appointment, compensation, retention andoversight of the external auditor and the pre-approval of all auditing andpermitted non-audit services performed by the external auditor.  Under the Corporations Act 2001, the companyin general meeting must approve the removal of external auditors and theappointment of new external auditors, giving rise to a potentialinconsistency.  Rinker will give effectto the provisions of the Corporations Act 2001 to the extent of anyinconsistency, giving shareholders ultimate authority in such circumstances.

 

TheAudit Committee annually reviews the qualifications, performance andindependence of the external auditor. Further details of the matters taken into account in reviewingperformance and assessing independence are set out in its charter.  Those matters, together with a review of theexternal auditor’s proposed work plan for the coming year and an assessment ofthe external auditor’s ability to conduct an effective, comprehensive andcomplete audit for an agreed fee, are the key factors in determining whether toappoint the incumbent external auditor for a further year or to seek theappointment of a new external auditor.

 

Thelead and concurring partners of Rinker’s external auditor must be rotated atleast every five years, followed by a five-year minimum ‘time out’ period.  Other audit partners on the engagement teammust be rotated at least every seven years, followed by a minimum two-year‘time out’ period.

 

Rinker’sChief Executive Officer and Chief Financial Officer are required to state inwriting to the Board that Rinker’s financial reports present a true and fairview, in all material respects, of Rinker’s financial position and performanceand are in accordance with relevant accounting standards.

 

#### **6.**     Oversight ofrisk within Rinker

 

TheBoard is responsible for the Rinker group’s system of internal control and forreviewing its effectiveness in meeting Rinker’s objectives, with the goal ofachieving a responsible assessment and mitigation of risks.  This includes reviewing financial,operational and compliance controls and risk management procedures.

 

TheBoard has established a process for identifying, evaluating and managingsignificant risks faced by Rinker.  Theprocess is reviewed annually and was in place during the year ended March 31,2004 and up to and including the date of approval of the 2004 annual report andfinancial statements.

 

Ratherthan having a single risk policy, Rinker has specific policies and processesfor addressing the key areas of business risk, financial risk, financialintegrity risk and compliance risk. Relevant policies

 

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coverareas such as limits of authority, ethics and integrity, compliance with lawsand regulations, treasury management, safety, health and environment and humanresources.

 

Rinker’smanagement is responsible to the Board for managing, reporting upon andimplementing strategies to address those risks.  In addition to formal strategic planning sessions, monthlyreports to the Board identify issues that represent business, financial andcompliance risks, and include updated information on key economicindicators.  The Audit Committee reportsto the Board on financial and financial integrity risks and the group’s riskmanagement systems overall.  The Safety,Health & Environment Committee and the Remuneration & Human ResourcesCommittee report to the Board on risks (mainly business and compliance risks)relating to matters within their charters.

 

Rinkeris subject to economic risks in its markets, including variations in demandacross the construction industry economic cycle, the level of government fundedconstruction projects, interest rates, competition, and sources and prices forpurchased goods and services.  Animportant part of Rinker’s strategy is growth through acquisitions, and thereis a risk that future acquisition opportunities may not be as attractive aspast opportunities or may fail to achieve target returns.  Disruptive events such as labor disputes,severe weather, natural disasters, or terrorist activities could affectday-to-day operations.  Rinker must alsomanage risks of breaches of compliance with health, safety, environmental, landuse, trade practices, and other laws and regulations, and contractualobligations.

 

Rinkerhas adopted the Committee of Sponsoring Organizations framework (1992 COSO framework)as its risk management and internal control framework.  Controls are assessed at both the entity andactivity levels.

 

Assurancefunctions, including internal auditors and health, safety and environmentalauditors, perform reviews of control activities and provide regular written andface-to-face reports to the Board, its committees, and to seniormanagement.  The Board receives andreviews minutes of the meetings of each Board committee.

 

Somerisks, such as natural disasters, cannot be mitigated to an acceptable degreeusing internal controls.  Such majorrisks are transferred to third parties through insurance coverage, to theextent considered appropriate.

 

Duringthe year, Rinker established a Disclosure Committee, drawn from management,which is responsible for reviewing the effectiveness of the group’s controlsand procedures for the public disclosure of financial and relatedinformation.  This committee presentsthe results of its review to executive management and directors.

 

Inthe course of approving Rinker’s financial statements and notes thereto for theyear ended March 31, 2004, the Board considered certificates from the ChiefExecutive Officer and the Chief Financial Officer stating that, in the opinionof those officers:

 

•                  the integrityof Rinker’s financial statements and notes thereto was founded on a soundsystem of risk management and internal compliance and control systems which, inall material respects, implement the policies adopted by the Board; and

 

•                  Rinker’srisk management and internal compliance and control systems, to the extent theyrelate to financial reporting, were operating effectively in all materialrespects, based on the 1992 COSO framework.

 

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#### **7.**     NYSECorporate Governance Rules

 

BecauseRinker’s ADRs are listed on the NYSE, Rinker will be required to disclose anysignificant differences between its corporate governance practices and the NYSEcorporate governance rules.

 

Althoughthis requirement is not mandatory until Rinker’s 2005 annual report, Rinker haselected to make the disclosure this year. There are two potentially significant differences, set out below.

 

Underthe NYSE rules, the Nominations Committee is required to develop and recommendto the Board a set of corporate governance principles applicable to thecorporation.  In Rinker’s case, theBoard as a whole has developed and adopted Rinker’s corporate governanceprinciples.  The Board believes thatthis is appropriate for Rinker, particularly given that five of Rinker’s sixdirectors, including the Chairman and Deputy Chairman, are independent,non-executive directors.

 

Toprovide checks and balances on the potential dilution resulting from theprocess of earmarking shares to be used for equity-based awards to employeesand directors, the NYSE rules generally require that all ‘equity-compensationplans’ be approved by shareholders.  TheNYSE rules define an ‘equity-compensation plan’ broadly to include plans involvingboth newly issued shares and shares acquired on-market.

 

Withthe exception of its Universal Share Plan (“USP”), all of Rinker’s other shareplans involve shares acquired on-market and, therefore, are non-dilutive toshareholders.  Full disclosure is madeof shares purchased under these plans and the costs are expensed and disclosedin accordance with accounting standards. As described above (see ‘If not, why not’ disclosure), Rinker’s USP isopen to all Australian employees who have been employed for at least oneyear.  Under the USP, those employeesmay annually acquire a small parcel of ordinary shares at market price andreceive an equal number of additional shares for no further consideration.  Last year, a total of 324,700 shares (0.03%of issued capital) were issued to 1,219 employees under USP.  Half of those shares were purchased byemployees at market price.

 

Rinkerhas not obtained shareholder approval for its share plans open to employees anddirectors.  However, the Board haselected to put its Remuneration Report, which includes details of all shareplans, to shareholders for adoption by way of a non-binding resolution atRinker’s AGM on July 20, 2004.

 

#### **D.**    Employees

 

Asat March 31, 2004, Rinker group companies had a total of 13,772 employees. A breakdown of employees bygeographic location is set out below.

 

Employeenumbers at March 31:

 
|                                 |   | **2004** |   | **2003** |   | **2003-2004  %  Change** |   | **2002** |   |
|--------------------------------------|--------|----------|--------|----------|--------|--------------------------|--------|----------|--------|
| Rinker Materials, US                 |   | 10,695   |   | 10,262   |   | 4.2                      | %      | 8,667    |   |
| Readymix Holdings (Australia)        |   | 2,520    |   | 2,162    |   | 16.5                     | %      | 2,117    |   |
| China                                |   | 486      |   | 525      |   | (7.4                     | )%     | 570      |   |
| Employed in operations               |   | 13,701   |   | 12,949   |   | 5.8                      | %      | 11,354   |   |
| Shared services (Australia)          |   | 59       |   | 68       |   | (13.2                    | )%     |     |   |
| Rinker executive support (Australia) |   | 12       |   | 13       |   | (7.7                     | )%     |     |   |
| Total                                |   | 13,772   |   | 13,030   |   | 5.7                      | %      |     |   |

 

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Note:  Represents full time equivalent employees.In 2002, shared services and Rinker executive support were employees ofCSR and are therefore not included in the numbers above.

 

In the US,Rinker Materials provides certain non-union employees with a definedcontribution retirement plan that allows employees to defer a portion of theirsalary in accordance with US Internal Revenue Service guidelines.  Pursuant to this plan, Rinker Materialsmatches a percentage of the employee contribution and makes a discretionaryprofit sharing contribution. Additionally, in connection with certain acquisitions, Rinker Materialsis obligated to maintain defined benefit retirement plans. Rinker Materialsfunds these defined benefit plans in accordance with governmentguidelines.  The Rinker Materialsdefined benefit pension plans had an estimated shortfall of US$20.2 million(A$26.8 million) at January 1, 2004, the date of the last unaudited actuarialreview.  This deficit is being fundedprogressively by Rinker Materials and all minimum funding requirements havecurrently been satisfied.  Details areprovided in “Item 5 – Operating and Financial Review and Prospects.”

 

RinkerMaterials has approximately 70 different collective bargaining agreements witha number of unions.  These agreements,most of which have been in place for many years, cover about 4,000 employeeswith about 1,800 of these people covered by various chapters of theInternational Brotherhood of Teamsters each of which negotiates differentagreements for its members, and about 1,300 covered by various chapters of theLaborers International Union, each of which negotiates different agreements forits members.  The terms of ongoingcollective bargaining contracts vary with expirations ranging from 2004 to2009. Rinker Materials, while covered by these various collective bargainingagreements, has experienced a relatively low level of industrial disruptionover the past three years.  Rinkergroup’s relationship with its various labor unions may be characterized asmature and productive.

 

ReadymixHoldings in Australia has approximately 59 enterprise bargaining agreementscovering approximately 2,100 employees. Major respondent unions include the CSR & Rinker Salaried StaffAssociation,  the Australian WorkersUnion, the Australian Manufacturing Workers’ Union and the Transport WorkersUnion.  Readymix Holdingsadministration, production, maintenance and transport employees are eligiblefor membership in these various unions. The Readymix Holdings enterprise agreements or enterprise awards areregistered with either the Australian Industrial Relations Commission orQueensland or New South Wales Industrial Relation Commissions.  The enterprise agreements and awards are underpinnedby relevant industry awards and operate for fixed terms of various lengths(although they continue to operate after the expiry of those terms unlessreplaced by another agreement/award).  Salaried staff are employed under individual contracts of employment,which are underpinned by an award of the Australian Industrial RelationsCommission and, in some cases, by enterprise agreements (which comprise about20 of the total number of 59 mentioned above). Over the past three fiscal years, industrial disputation has beenminimal and Readymix Holdings believes that it has good relationships with itsemployees.

 

Employeescovered by collective bargaining agreements generally receive pension andhealth benefits directly from the applicable union (with the exception ofAustralia).

 

In Australia,Rinker group entities participate in superannuation (pension) plans that willcontinue to provide ongoing benefits for employees.  Harwood Superannuation Fund (formerly the CSR AustralianSuperannuation Fund) provides ongoing benefits for the employees of the Rinkergroup entities in Australia (including expatriates in China and Hong Kong),with Rinker assuming responsibility to fund defined benefits and accumulationbenefits for Rinker group employees. Readymix Holdings is also a

 

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participatingemployer in the Monier PGH Superannuation Fund, which provide superannuationbenefits for some employees.

 

Rinker groupentities have comprehensive safety and health management systems.  These systems are designed to improveoverall safety performance in all operations. Recent initiatives relating to the management system include safety,health and environment management training for business managers and otherfrontline people, improving incident investigation practices, addressingpotential occupational health hazards and integrating new acquisitions into theRinker group management system approach. In addition, the current safety, health and environment audit program isbeing revised and strengthened although many of Readymix Holdings sitescontinue to be audited externally to be in compliance with self-insurancerequirements.

 

#### **E.**     ShareOwnership

 

Nodirector or senior manager has beneficial ownership of one percent or more ofthe voting securities.  Note 31 to thefinancial statements included elsewhere in this annual report shows actualshareholdings of directors, each of whom is required by Rinker’s constitutionto own a minimum of 2,000 shares in his or her name.  As at March 31, 2004 the holdings of directors and seniormanagement of Rinker, as a group, of Rinker’s voting securities were asfollows:

 
| **Title of Class** |   | **Identity  of Person or Group** |   | **Number  Owned** |   | **Percent  of Class** |   |
|--------------------|--------|----------------------------------|--------|-------------------|--------|-----------------------|--------|
| Ordinary shares    |   | Directors  and senior management |   | 1,204,425         |   | 0.13                  | %      |

 

Asat March 31, 2004, 1,891,150 ordinary shares were owned by current seniormanagers or other employees of Rinker group entities under Rinker employeeequity plans.

 

Nooptions to acquire Rinker shares are held by any directors, members of seniormanagement or other employees as at June 15, 2004.

 

## **Item7**                                      Major Shareholders and Related Party Transactions

 

#### **A.**            Major Shareholders

 

Rinkeris not directly or indirectly controlled by another corporation or by anyforeign government and does not know of any arrangement the operation of whichmay at a subsequent date result in a change of control of Rinker.

 

Asat June 4, 2004 there were five registered holders known to Rinker of more than5 percent of Rinker’s outstanding voting securities.  Westpac Custodian Nominees Limited held 166.3 million ordinaryshares or 17.6 percent of Rinker’s issued capital.  National Nominees Limited held 166.8 million ordinary shares, or17.7 percent of Rinker’s issued capital. J P Morgan Nominees Australia Limited held 92.0 million ordinary sharesor 9.8 percent of Rinker’s issued capital. Citicorp Nominees Pty Limited held 61.8 million ordinary shares or 6.6percent of Rinker’s issued capital.  RBCGlobal Services Australia Nominees Pty Limited held 51.1 million ordinaryshares, or 5.4 percent of Rinker’s issued capital.  The shares are held as nominee for numerous beneficiaries, mostof whom are believed to be pension funds but whose identity is not known toRinker.

 

Inaddition, as at June 4, 2004, two beneficial owners of more than 5 percent ofRinker’s outstanding voting shares were known to Rinker.  These were Perpetual Trustees AustraliaLimited, holding 77,909,224 shares or 8.2 percent of Rinker’s issued capitaland Wellington Management Company, LLP,

 

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holding71,926,101 shares or 7.6 percent of Rinker’s issued capital.  None of these holders of larger blocks ofshares have voting rights that are different from the rights of othershareholders.

 

Asat May 24, 2004, 664,792 (0.1% of the total ordinary shares outstanding) fullypaid ordinary shares are held by 1,174 shareholders who, on record, areresident in the United States.

 

Basedon inquiries made of registered holders, Rinker estimates that as at April 30,2004 approximately 254 million fully paid ordinary shares representingapproximately 27% of total ordinary shares outstanding were beneficially ownedby residents in the United States.

 

#### **B.**    Related Party Transactions

 

**Relationship ofdirectors**

 

As at March 31, 2004, there were no interest freeloans to the directors of Rinker and its subsidiary entities other than oneinterest free loan to a director of a subsidiary as noted at page 95. Duringfiscal year 2004, no directors of Rinker or any of its subsidiaries and theirdirector-related entities have received or are entitled to receive anyadditional benefit, other than a benefit shown in “Item 6.B. - Remunerationdetails of executive directors and senior management” or the accompanyingfinancial statements (specifically, Note 25 “Directors’ and executives’remuneration”, Note 10 “Receivables” and Note 31 “Related party information”)by reason of a contract made by Rinker or a related party with the directors,or with a firm or company in which they have a substantial financial interestor over which they have a significant influence.

 

**Transactions with directors and director-relatedentities**

 

Relatedentities of Desmond Collins, a former executive director of Ballestrin ConcreteConstructions Pty Limited (“Ballestrin”), a Readymix subsidiary entity inAustralia, received fees for the rental of equipment, land and buildings(fiscal year 2004: A$91,000 (US$63,491); fiscal year 2003: none; fiscal year2002: none).

 

**Relationship with CSR**

 

*Separation matters*

* *

OnMarch 28, 2003, the Federal Court of Australia approved the demerger of Rinkerfrom CSR.  Rinker was admitted to theofficial list of the ASX and its shares were quoted on the stock marketconducted by the ASX effective March 31, 2003 (on a deferred settlementbasis).  In accordance with the terms ofthe demerger, Rinker issued 944.7 million shares on April 11, 2003.

 

Priorto the demerger, Rinker was historically a 100% owned subsidiary of CSR.  As a result of the demerger, Rinker became aseparately listed company and CSR and Rinker now operate independently of eachother.

 

Aspart of the demerger transition process, CSR and Rinker have entered intovarious contractual arrangements dealing with the separation and the ongoingbusiness relationships and operations between CSR and Rinker as independentcompanies as detailed below:

 

*Property*

* *

Asa result of the demerger, CSR’s beneficial 40% interest in Penrith LakesDevelopment Corporation Limited (“PLDC”), which extracts the majority of theaggregates for the Sydney region, was transferred to

 

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Readymix.  Boral and Hanson own 40% and 20%respectively of PLDC.  Readymix hasagreed to share future profits produced from land sales equally with CSR.  A significant portion of the PLDC landholdings have been identified as having potential, subject to planningapprovals, for a major urban land development, creating approximately 4,900residential lots.

 

*Indemnity and claims management*

* *

CSRhas granted Rinker, its subsidiaries, directors, officers and employees and thedirectors, officers and employees of its subsidiaries an indemnity againstliability (to the extent it is not covered by Rinker’s insurance) arising fromany claim made against any of them arising from any actions or omissions,including negligence and other alleged torts, breach of contract or law or anyother act committed, omitted or done by CSR or any of the businesses beingconducted by members of the CSR group after the demerger (or businesses thatwould have been conducted by any member of the CSR group after the demergerexcept that those businesses have been closed before the demerger), regardlessof when the liability or loss to which the claim relates arises.   Rinker has granted CSR, its subsidiaries,directors, officers and employees and the directors, officers and employees ofits subsidiaries an indemnity against liability (to the extent it is notcovered by CSR’s insurance) arising from any claim made against any of themarising from any actions or omissions, including negligence and other allegedtorts, breach of contract or law or any other act committed, omitted or done byRinker or any of the businesses being conducted by members of the Rinker groupafter the demerger (or businesses that would have been conducted by any memberof the Rinker group after the demerger except that those businesses have beenclosed before the demerger), regardless of when the liability or loss to whichthe claim relates arises.

 

Itis not clear at law whether these indemnities would be enforceable in respectof fines or pecuniary penalties of a penal nature.

 

Inaccordance with the indemnity, CSR and Rinker have agreed arrangements pursuantto which the economic and management responsibility for claims will bedetermined. CSR and Rinker have agreed to assist each other in respect of theconduct of claims to which the indemnity relates.

 

Further,CSR has agreed to indemnify Rinker, its subsidiaries, directors, officers andemployees and the directors, officers and employees of its subsidiaries againstliability incurred by them arising from any claim made against them arisingfrom a failure of the demerger booklet, Rinker’s listing memorandum to the ASXor marketing or other material distributed or published in connection with thedemerger (including any associated refinancing) to comply with any applicablelegal requirement where the failure is caused by, or arises out of, informationabout the businesses which are to be conducted by any member of the CSR groupafter the demerger (or businesses that would have been conducted by any memberof the CSR group after the demerger except that those businesses have beenclosed before the demerger).

 

Rinkerhas agreed to indemnify CSR, its subsidiaries, directors, officers andemployees and the directors, officers and employees of its subsidiaries againstliability incurred by them arising from any claim made against them arisingfrom a failure of the demerger booklet, Rinker’s listing memorandum to the ASXor marketing or other material distributed or published in connection with thedemerger (including any associated refinancing) to comply with any applicablelegal requirement where the failure is caused by, or arises out of, informationabout the businesses which are to be conducted by any member of the Rinkergroup after the demerger (or businesses that would have been conducted by anymember of the Rinker group after the demerger except that those businesses havebeen closed before the demerger).

 

*Insurance*

* *

Rinkeris responsible for its own insurance arrangements, including directors’ andofficers’ insurance following the demerger. However, the directors and officersof Rinker and CSR as of March 28, 2003 will

 

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continueto have the benefit of the directors’ and officers’ run off insurance held byCSR in respect of matters that occurred before the demerger took effect.

 

*Statutory licenses*

* *

CSRand Rinker have agreed to cooperate and to act reasonably in relation to thetransfer of statutory licenses from members of CSR group to members of theRinker group.

 

*Tax liability*

* *

TheRinker group is responsible for, and has indemnified CSR in respect of, taxliabilities relating to the businesses to be conducted by Rinker groupcompanies after the demerger as though the relevant Rinker group companies hadalways owned and operated those businesses, and the CSR group is responsiblefor, and has indemnified Rinker in respect of, tax liabilities relating to thebusinesses conducted by the CSR group after the demerger.

 

*Financial and tax assistance*

* *

Rinkerand CSR have agreed to assist each other in relation to past and futurefinancial and tax matters and each will allow the other access to records inconnection with the preparation of tax returns or tax audits by the AustralianTaxation Office or State Revenue authorities.

 

*Business records*

* *

Rinkerhas agreed to maintain the business records transferred to it as part of theinternal restructuring prior to the demerger for a period of seven years afterthe demerger and allow CSR to access and make copies of those records.

 

CSRhas agreed to maintain any business records that relate to the Rinker group’sbusinesses and which were not transferred to the Rinker group as part of theinternal restructuring for a period of seven years after the demerger and allowRinker to access and make copies of those records.

 

*Transition and shared services arrangements*

* *

Rinkerand CSR have entered into an agreement pursuant to which CSR supplies, orprocures the supply of, a variety of services to the Rinker group during atransitional period. It is expected that the transitional period will becompleted for all services within fiscal year 2005.

 

Theservices provided include:

 

•                  Administrativeand processing resources for payroll, employee share plan and generalaccounting services;

 

•                  Access toand use of certain IT environments and networks;

 

•                  Access tocertain IT systems and resources so that Rinker may create its own version ofthose systems; and

 

•                  Access toshared premises.

 

CSR invoices Rinker monthly for the services provided.The services are charged at cost.  As atthe date of this annual report, the Rinker group’s usage of these services hasbeen as expected.

 

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CSRis only liable for loss or damage suffered by Rinker where that loss or damagewas due to the fraud or willful default of CSR.  CSR’s liability will be limited to the resupply of the service orpayment for its resupply, at CSR’s option.

 

Aparty is able to terminate the agreement for an unremediated breach by theother or if an insolvency event happens to the other.  CSR is also able to terminate the agreement if Rinker proposes ascheme of arrangement with its members or a person obtains voting power (as thatterm is defined in the Australian Corporations Act 2001) of 50% or more inRinker.

 

TheCSR group and the Rinker group have each granted the other a consideration freelicense to use the copyright in certain works that are required for thebusiness operations of the Rinker group and CSR group respectively.

 

*Workers’ compensation arrangements*

* *

CSRand Rinker have entered into Deeds of Indemnity and Management Agreementsrelating to workers’ compensation claims based on incidents prior to thedemerger.  The Deeds of Indemnityprovide for indemnities in respect of common law and statutory workers’compensation liabilities after the demerger, the key features of which areconsistent with the following principles:

 

•                  Rinker isresponsible for all common law and statutory workers’ compensation claims whichhave arisen or arise out of the businesses conducted by companies in the Rinkergroup after the demerger;

 

•                  CSR isresponsible for all common law and statutory workers’ compensation claims whichhave arisen or arise out of the businesses conducted by companies in CSR groupafter the demerger; and

 

•                  Rinker hasagreed to indemnify CSR in respect of any amounts CSR is required to pay as aconsequence of a common law or statutory workers’ compensation claim for whichRinker is responsible.

 

Agencyagreements have been executed by CSR and Rinker, whereby the party responsiblefor the payment of any claim is also responsible for its administration anddefense.

 

*Superannuation arrangements*

* *

TheHarwood Superannuation Fund (previously CSR Australian Superannuation Fund) andthe Monier PGH Superannuation Fund continue to provide ongoing benefits foremployees of CSR and Rinker in Australia (including expatriates in China).  As determined by the CSR board prior to thedemerger, as part of the demerger separation terms (having regard to,principally, the division of assets and liabilities between the respectiveentities to be demerged and the number of employees of each entity who weremembers of the Harwood Superannuation Fund), CSR and Rinker will eachseparately cover, in effect, 50% of the funding of the accrued defined benefitliabilities of Harwood Superannuation Fund as at March 28, 2003, which will berevalued by the actuary at least annually. Subject to that arrangement, Rinker and CSR are separately responsiblefor funding defined benefits and accumulation benefits for their respectiveemployees and CSR continues to be responsible for pensioners and deferredmembers as at March 28, 2003.

 

#### **C.**    Interests of Experts and Counsel

 

Notapplicable.

 

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## **Item8**                                      Financial Information

 

#### **A.**            Consolidated Statements and OtherFinancial Information

 

See“Item 18. Financial Statements.”  Nosignificant change has occurred to the Rinker group entities since the date ofthe financial statements.

 

**Legal Proceedings**

 

Exceptas set out below, no company in the Rinker group is involved in any litigationthe outcome of which is likely to have a material adverse effect on thebusiness, financial position or financial performance of the Rinker group.

 

•                  Certaincorporate entities within the CSR group that are currently defendants inlitigation have sold businesses to Readymix. To the extent such litigation concerns those businesses, Readymix, underthe sale agreements, and Rinker, under the demerger agreements, have agreed toindemnify CSR in respect of any costs or liabilities arising in connection withthat litigation. To the extent it is material, this litigation, together withother material litigation directly against companies in the Rinker group, isdescribed below.

 

•                  RinkerMaterials holds one and is the beneficiary of one other of 12 federal miningpermits granted for the Lake Belt area in South Florida.  The permit held by Rinker Materials coversRinker Materials’ SCL and FEC quarries. Rinker Materials’ Krome quarry is operated under one of the otherpermits.  The FEC quarry is the largestof Rinker Materials’ quarries measured by volume of aggregates mined andsold.  See “Risk Factors — Operationaland supply failures”.  Variousgovernmental agencies are involved in litigation brought by environmentalgroups concerning the manner in which all 12 permits were granted.  The plaintiffs allege that the relevantgovernmental agencies acted capriciously, abused their discretion and failed tocomply with administrative regulations and procedures and to consider allappropriate information when issuing the permits.  The plaintiffs seek to set aside the permits and to enjoin therelevant governmental agencies from granting further permits.  Although not named as a defendant, RinkerMaterials has intervened in the proceedings to protect its interests.  The proceedings are at an early stage andtherefore it is not possible to determine the likely outcome or what impactthat will have on Rinker Materials’ operations.  If the Lake Belt permits, including the key permits for the SCL,FEC and Krome quarries were ultimately set aside, Rinker Materials and the otherindustry participants with quarries in the Lake Belt region would need tosource aggregates, to the extent available, from other locations in Florida orimport aggregates. This would likely result in increased costs and otheradverse operational effects on Rinker Materials. However, Rinker believes thatits permits were validly issued and does not believe that there is a materialrisk of such an outcome.

 

•                  In December2001 TNT Australia Pty Limited (“TNT”) commenced proceedings in the SupremeCourt of Victoria against CSR seeking damages and other relief in respect ofalleged design and construction defects in concrete pavements and an officebuilding completed by CSR’s former Constructions Services division in1998.  TNT has also named the design andconstruct contractor and two directors of that contractor as defendants.  TNT is currently seeking A$20.6 million.CSR’s former insurer, Vero (previously Royal & Sun Alliance (“RSA”)), hasadvised that it will meet the claim. Expert evidence suggests that there are a number of possible causes of theloss and damage alleged.  Accordingly,Rinker believes that CSR has good defenses to the claim, that CSR is entitledto indemnity from RSA and that, if CSR is found liable, other parties will berequired to contribute to that liability. The parties are preparing their evidence and no date has

 

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beenset for determination of the claim.  Inthe event that CSR is found liable, Rinker is obliged to indemnify CSR inrespect of that liability to the extent that it is not covered by insurance.

 

•                  In March2003, the Australian Competition and Consumer Commission (“ACCC”) servednotices on CSR Limited and Vacuum Oil Company Pty Limited, as the members ofthe CSR Emoleum partnership (“CSRE”), which required the production of a largenumber of documents. The ACCC is investigating whether CSRE may have engaged inanti-competitive conduct by (1) its acquisition of the asphalt plant of theLaunceston City Council (“LCC”) and (2) its entry into a long-term asphalt wholesalesupply contract with the LCC in 1999.

 

CSRE has met with the ACCC and has provided furtherinformation in support of its contention that CSRE has not contravened theTrade Practices Act.  The ACCC isassessing that information.

 

If proceedingsare commenced, the ACCC may seek pecuniary penalties. The maximum penalty for acorporation is A$10 million for each contravention and for an individual isA$500,000 for each contravention.  Thecost of defending such proceedings could be substantial. Also companiesadversely affected by any misconduct could institute proceedings for recoveryof damages. Rinker and Readymix have agreed to indemnify CSR in respect ofCSR’s liability if CSRE is found liable.

 

AlthoughRinker Materials is currently named as a defendant in a number of asbestosclaims in the United States (approximately 270 as at May 31, 2004) relating tothe alleged sale of raw asbestos by CSR Limited, and has been named in othersuch claims in the past, to date it has never been held liable in response toany such claims and all resolved claims have been dismissed for no payment byRinker Materials, usually with express agreement from claimant’s attorneys thatRinker Materials was not a proper party (CSR ceased such sales in 1966 andRinker Materials was not formed until 1981). Rinker has no reason to believe that these circumstances will change anddoes not believe such claims present a material risk of materialliability.  Furthermore, CSR Limited hasagreed to indemnify Rinker group companies in the event of any asbestos-relatedliabilities being imposed on them in respect of CSR’s alleged torts.  Accordingly, Rinker does not believeasbestos litigation against CSR will have a material impact on the business,financial position or financial performance of the Rinker group.

 

**Dividend Policy**

 

Thedirectors’ intended dividend policy for Rinker is to distribute between 20-30%of available net profit after finance and income tax in the form of dividends,with an interim dividend payable in December of each year and a final dividendin July. The payment of dividends is subject to the discretion of the Rinkerboard. The level of dividends declared by the Rinker board is subject to anumber of factors, including the financial results of the Rinker group, thegeneral business environment, ongoing capital expenditure requirements, ongoingcash requirements, applicable law and any other factors the Rinker board mayconsider relevant.

 

Thepayment and amount of any dividends depends on the Rinker group’s current andfuture earnings, cash flow, financial condition and other factors.  Subject to the Australian Corporations Act2001, the Directors may declare a dividend and set the amount and date for itspayment.  Dividends are payable toshareholders of fully paid shares equally. Generally, shares rank for dividend from their date of allotment.

 

Duringfiscal year 2003 Rinker paid a dividend of A$16.1 million to its soleshareholder prior to the demerger, CSR Limited.

 

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Rinkerdeclared a final dividend for the year ended March 31, 2003 of Australiandollar 7 cents (A$0.07) per share, 70% franked, totaling A$66.1 million, paidto shareholders on July 3, 2003.

 

Inrespect of the year ended March 31, 2004, Rinker declared an interim dividendof Australian dollar 6 cents (A$0.06) per share, 100% franked, totaling A$56.7million, paid to shareholders on December 15, 2003.

 

Rinkerdeclared a final dividend in respect of the year ended March 31, 2004 ofAustralian dollar 8 cents (A$0.08) 100% franked, totaling $75.6 million,payable on July 2, 2004.

 

Holdersof Rinker ADRs, which each represent ten Rinker ordinary shares, are eachentitled to a US$ dividend equivalent to A$0.80 per share, or ten times thefinal dividend per ordinary share.

 

#### **B.**    Significant Changes

 

Nomaterial matters or circumstances have arisen since the end of fiscal year2004.

 

## **Item9**                                      The Offer and Listing

 

#### **A.**    ListingDetails

 

Notapplicable

 

**Nature of Trading Market**

 

Theprincipal trading market for Rinker’s fully paid ordinary shares is conductedby the ASX.  Rinker ordinary shares werelisted on the ASX for the first time on March 31, 2003 (on a deferredsettlement basis).

 

Inthe United States, JPMorgan Chase Bank, as Depositary (the “Depositary”) issuesADRs evidencing ADSs.  Each ADSrepresents 10 ordinary shares.  The ADRscommenced trading on the NYSE on October 28, 2003.

 

Thefollowing table sets forth, for the months indicated, the high and low salesprices in A$ per ordinary share as reported by the ASX and the high and lowsales prices in US$ per ADR as reported by the NYSE.

 
|      |                         |     | **Per  Ordinary Share** |    | **Per ADR** |     |
|-----------|------------------------------|----------|-------------------------|---------|-------------|----------|
|      |                         |     | **(A$)**                |    | **(US$)**   |     |
| **Month** |                         | **High** |                    | **Low** |        | **High** |   | **Low** | ** ** |
| 2003      | March 31  (opening on ASX)   |     | 5.00                    |    | 4.85        |     |   |   |   |   |
|      | April                        |     | 4.97                    |    | 4.51        |     |   |   |   |   |
|      | May                          |     | 4.85                    |    | 4.50        |     |   |   |   |   |
|      | June                         |     | 5.46                    |    | 4.60        |     |   |   |   |   |
|      | July                         |     | 5.32                    |    | 5.02        |     |   |   |   |   |
|      | August                       |     | 5.90                    |    | 5.38        |     |   |   |   |   |
|      | September                    |     | 5.98                    |    | 5.48        |     |   |   |   |   |
|      | October 28 (opening on NYSE) |     | 6.30                    |    | 6.20        |     | 44.39 |   | 44.10 |   |
|      | October                      |     | 6.57                    |    | 5.60        |     | 45.20 |   | 44.10 |   |
|      | November                     |     | 6.36                    |    | 5.81        |     | 44.65 |   | 42.35 |   |
|      | December                     |     | 6.59                    |    | 5.81        |     | 48.95 |   | 42.70 |   |
| 2004      | January                      |     | 6.96                    |    | 6.08        |     | 53.10 |   | 47.25 |   |
|      | February                     |     | 7.08                    |    | 6.33        |     | 55.80 |   | 49.37 |   |
|      | March                        |     | 7.34                    |    | 6.75        |     | 55.75 |   | 51.00 |   |
|      | April                        |     | 7.38                    |    | 6.70        |     | 54.50 |   | 49.45 |   |
|      | May                          |     | 7.66                    |    | 6.80        |     | 54.33 |   | 47.50 |   |
|      | June (through June 4)        |     | 7.75                    |    | 7.51        |     | 54.10 |   | 52.65 |   |

 

124

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AtMay 24, 2004, 944,994,496 ordinary shares were outstanding and were held by95,391 holders of record.  As at May 24,2004, 2,649,828 ADRs representing 26,498,280 ordinary shares, or 2.8 percent ofthe ordinary shares outstanding on such date, were held by an estimated 1,900beneficial holders in the United States based on inquiries made of registeredholders.

 

#### **B.**    Plan of Distribution

 

Notapplicable.

 

#### **C.**    Markets

 

Rinkerordinary shares are listed on the ASX. Rinker ADRs, representing its ADSs, are listed for trading on the NYSE.

 

#### **D.**    Selling Shareholders

 

Notapplicable.

 

#### **E.**     Dilution

 

Notapplicable.

 

#### **F.**     Expenses of the Issue

 

Notapplicable.

 

## **Item10**                               Additional Information

 

#### **A.**            ShareCapital

 

Duringthe year ended March 31, 2004, Rinker issued 944.7 million ordinary shares onApril 11, 2003 (as a result of the demerger from CSR Limited) and 0.3 millionordinary shares in August and September 2003 under the Employee Universal SharePlan (USP).

 

#### **B.**    Overview of the Rinker constitution

 

Rinker’scorporate organization and conduct is governed by its constitution (the“Constitution”). Set forth below is a summary of the provisions of the principalterms of the Constitution.

 

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**Company Objects& Purposes**

 

Rinkeris taken to be registered as a public company limited by shares under theCorporations Act 2001 of the Commonwealth of Australia (the “Corporations Act”)and is registered with Australian Business Number53 003 433 118.

 

TheConstitution became effective on March 28, 2003. The Constitution does notspecify Rinker’s objects and purposes. Rather, under section 124 of the Corporations Act, Rinker has thelegal capacity and powers of an individual person.

 

**Directors’ Powers &Qualifications**

** **

(a)       No director is permitted tovote or be counted in the quorum as a director in respect of any matter inwhich the director has a personal material interest unless permitted by theCorporations Act (clause 71.5).

 

(b)       Directors remuneration isto be determined by them from time to time and in such proportions and manneras they determine, provided that the aggregate remuneration paid to directorsin any year must not exceed the amount approved in general meeting (clause 58).

 

(c)       In addition, every directoris entitled to be paid all traveling, hotel and other expenses properlyincurred by them in attending and returning from meetings of directors ofRinker or any committee of the directors or general meetings of Rinker (clause58.6).

 

(d)       Directors may exercise allthe powers of Rinker to borrow money, charge property, issue debentures (orgive other security) and provide guarantees for the company’s purposes (rule47).

 

(e)       The Constitution does notcontain any age limit requirement on the retirement of directors.

 

(f)        A director must hold 2000fully paid shares in Rinker in his or her own name as a qualification foroffice (clause 64).

 

(g)       At each Annual GeneralMeeting one third of the directors (or the nearest number to one third, roundeddown) retire from the office and are subject to re-election. In any event, adirector, other than the managing director, shall retire from office at theconclusion of the third Annual General Meeting after the general meeting atwhich he or she was last elected or re-elected.

 

**Rights &Restrictions Attaching to Each Class of Shares**

** **

(a)       Rinker has only one classof shares, the ordinary class. The rights attached to ordinary shares includethe right to dividends in the event that the directors declare them. Directorsmay determine that a dividend is payable, fix the amount, the date at which theentitlement accrues, date for payment and the method of payment.

 

(b)       Dividends, which have notbeen claimed for one year after having been declared, may be invested orotherwise made use of by the directors for the benefit of Rinker until claimedor disposed of according to law (clause 97).

 

(c)       The voting right attachedto ordinary shares is the right to vote in person, by representative, attorneyor proxy in general meeting.  There isno power to approve corporate matters by written consent.

 

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(d)       On a show of hands eachshareholder (regardless of the number of shares held) has one vote. On a polleach shareholder may exercise one vote for each fully paid ordinary share held.Shareholders may not cumulate their votes. In respect of partly paid shares, the shareholder has a vote equivalentto the proportion which the amount paid up bears to the total amounts paid andpayable, whether or not called, on the share when the poll is taken (clause43.1).

 

(e)       In the event of a windingup, ordinary shares rank equally in the division of any surplus.

 

(f)        Shareholders cannot redeemordinary shares.

 

(g)       The holders of fully paidordinary shares have no further liability to Rinker in respect of those shares.The holders of partly paid shares are liable to Rinker once a call is made forthe payment of the unpaid amount.

 

(h)       There is no provision inthe Constitution that discriminates against an existing or prospectiveshareholder as a result of that shareholder owning a substantial number ofshares unless such ownership leads to a partial takeover offer (see heading“Partial Takeover Approval” below).

 

(i)        The rights attached to any class of shares maybe varied in accordance with the Corporations Act (clause 8.1).  Under the Corporations Act, rights ofshareholders may be varied or cancelled only by a special resolution (75% majorityof votes cast) of all shareholders, together with either a special resolutionof the relevant class or with the written consent of shareholders with at least75% of the votes in the class.  Anyvariation of class rights is subject to challenge by shareholders with at least10% of the votes on grounds of unfair prejudice.

 

(j)        There are no provisions in the Constitutionthat provide a shareholder owning 5% or more of Rinker’s ordinary shares withaccess to corporate records.  However,under the Corporations Act, shareholders have rights of access to the registerof shareholders and minutes of general meetings of shareholders.

 

**General Meetingsof Rinker**

** **

Theboard may convene general meetings of Rinker to be held at such times andplaces and in the manner determined by the Board.  No shareholder or director may convene a general meeting unlessentitled to do so under the Corporations Act.

 

Subjectto the Corporations Act and the ASX Listing Rules, notices of a general meetingconvened by the board may be given in the form and in the manner determined bythe board.  At least 28 days notice mustbe given of a general meeting (section 249HA of the Corporations Act).

 

Allshareholders may attend general meetings in person, or be represented by theattendance of a representative, attorney or by proxy (who need not beshareholders of Rinker in their own right).

 

Thequorum for a general meeting is twelve shareholders entitled to vote, presentin person, by proxy or attorney or by representative, together holding notfewer than 80,000 shares (clause 34.2). If within 30 minutes of the timeappointed for holding the meeting a quorum is not present, the meeting, ifconvened by requisition, is dissolved, but in all other cases stands adjournedto the same day in the next week at the same time and place or to another day,time and place determined by directors (clause 34.3).  If at the adjourned meeting a quorum is not present within 30minutes from the time appointed for holding the meeting, two shareholders shallconstitute a quorum.

 

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**Limitations on theRight to Own Securities**

** **

Rinker’sConstitution does not impose limitations on the right to own securities exceptthose provisions relating to minimum holdings (known as an Unmarketable Parcel,as described below).

 

*UnmarketableParcel Rationalization Scheme*

* *

TheConstitution contains a procedure whereby Rinker can sell the shares ofshareholders who hold a parcel of shares in Rinker of less that A$500 value (an“Unmarketable Parcel”). The procedure sets out notice requirements that Rinkermust comply with prior to selling any shares and also includes the right ofshareholders (who hold an Unmarketable Parcel) to exempt their holdings fromits operation.  The procedure can onlybe invoked once in any 12-month period with respect to any particular member(clause 22).

 

*OtherTakeover Limitations*

* *

Therights of non-resident or foreign shareholders to hold or exercise votingrights on Rinker’s securities are subject to the Foreign Acquisitions andTakeovers Act 1975 (Cth). The Treasurer of the Australian Federal Governmenthas the power to prohibit the acquisition of a controlling interest in anyAustralian company by a foreign person or foreign persons, if the Treasurer isof the opinion that the acquisition would be contrary to the national interest.For this purpose, a shareholding of 15% or more held by a single foreign personor 40% or more held by two or more foreign persons is deemed to constitute acontrolling interest.

 

Section 50of the Trade Practices Act 1974 (Cth) prohibits an acquisition of shares thatwould have the effect, or be likely to have the effect, of substantiallylessening competition in a substantial market for goods or services, unless theacquisition is authorized by the Australian Competition and ConsumerCommission.

 

Thereare no provisions to allow for the issuance of preferred stock or other ‘poisonpill’ measures that could prevent a takeover attempt.

 

**Partial TakeoverApproval**

** **

Inthe event that there is an offer made under a “proportional takeover bid” (being an off-market bid for aspecified proportion of the securities in the bid class)  to acquire shares in Rinker, theregistration of a transfer giving effect to a contract resulting from theacceptance of the bid, is prohibited unless and until a resolution to approvethe proportional takeover bid is passed in accordance with clause 23 ofRinker’s Constitution. This resolution is to be voted on at a meeting convenedand conducted by Rinker, of the persons entitled to vote on the resolution.  The resolution is taken to have been passedif the proportion that the number of votes in favor of the resolution bears tothe total number of votes on the resolution is greater than one-half.  The provisions of clause 23 of Rinker’sConstitution cease to have effect on the third anniversary of the date of theiradoption or last renewal.

 

**Disclosure ofShare Ownership**

** **

TheConstitution does not prescribe an ownership threshold above which shareholdersmust disclose their holding to Rinker. However, Part 6C.1 of the CorporationsAct imposes disclosure requirements on persons who acquire or cease to hold asubstantial holding (see section 9 of the Corporations Act) in Rinker. Thedisclosure must be given to Rinker and the ASX within the prescribed time.

 

128

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**Changes in ShareCapital**

** **

Rinkermay alter its share capital in one or more of the ways provided for, and in themanner prescribed by, the Corporations Act.

 

#### **C.**    Material Contracts

#### ** **

*DemergerDeed*

* *

OnMarch 27, 2003, Rinker and CSR entered into a Demerger Deed to facilitatethe orderly separation of the Rinker group companies from CSR.  The arrangements were intended to assistRinker to function as an independent company after the demerger.  The key terms of the deed are summarizedbelow.

 

*DemergerPrinciple*

* *

Theunderlying principle of the demerger is that, following its implementation theRinker group will have the entire economic benefit, commercial risk andliabilities of the businesses to be conducted by the Rinker group companiesafter the demerger as though the Rinker group companies had always owned andoperated those businesses.  The CSRgroup will have the entire economic benefit, commercial risk and liabilities ofthe businesses to be conducted by the CSR group after the demerger.  Rinker and CSR acknowledged in the deed thatthe restructure of the Rinker group within the CSR group prior to the demergeroccurred in accordance with the internal restructure agreements and thedemerger principle.

 

*LimitedRights in Accordance with the Demerger Principle*

* *

Rinkerand CSR acknowledged that once the demerger was complete, no member of the CSRgroup will have any rights against, or obligations to, a member of the Rinkergroup and no member of the Rinker group will have any rights against, orobligations to, a member of the CSR group except those rights and obligationsexpressly contained in or conferred by the Demerger Deed, the agreementseffecting the internal restructure or any agreement between a member of theRinker group and a member of the CSR group executed after the DemergerDeed.  The release of rights included arelease of rights to make a claim for loss or damage arising in relation to theinternal restructure of the Rinker group within the CSR group that occurredprior to the demerger and the demerger generally.

 

*AccountingSeparation*

* *

TheDemerger Deed confirmed that Rinker and CSR will prepare separate accounts on ademerged basis from April 1, 2003, or such other date as may be agreedbetween CSR and Rinker.  No such otherdate was agreed between Rinker and CSR.

 

*Other Assets*

* *

TheDemerger Deed provides that the Rinker group and the CSR group will agreemechanisms for the future transfer between them of, or other access to, anyasset, contract or intellectual property which either owns or holds after theeffective date of the demerger (April 11, 2003) but which forms part of oris required to conduct the other’s business, which was incorrectly transferredas part of the internal restructure or the owning or holding of which isinconsistent with the demerger principle.

 

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*Additional* Liabilities

* *

Eachof Rinker and CSR agreed to accept any liabilities that in accordance with thedemerger principle should have been assigned to, or assumed by, it pursuant tothe internal restructure, but which were not so assigned or assumed.

 

*Indemnity* and ClaimsManagement

* *

Thesearrangements are summarized under this heading in “Item 7.B. – Related PartyTransactions.”

 

*Insurance*

* *

Thesearrangements are summarized under this heading in “Item 7.B. – Related PartyTransactions.”

 

*Guarantees* and FinancialSupport

* *

Thesearrangements are summarized under this heading in “Item 7.B. – Related PartyTransactions.”

 

*Statutory* Licenses

* *

Thesearrangements are summarized under this heading in “Item 7.B. – Related PartyTransactions”.

 

*Tax Liability*

* *

Thesearrangements are summarized under this heading in “Item 7.B. – Related PartyTransactions”.

 

*Financial* and Tax Assistance

* *

Thesearrangements are summarized under this heading in “Item 7.B. – Related PartyTransactions”.

 

*Business* Records

* *

Thesearrangements are summarized under this heading in “Item 7.B. – Related PartyTransactions.”

 

*Bond* Guarantee Indemnity Deed

* *

Asdescribed in “Item 5.B. – Liquidity and Capital Resources – US$ bonds”, Rinker and RinkerMaterials have agreed to indemnify CSR for any obligations that come due underCSR’s guarantee obligations in respect of the US$250 million outstanding 6.875% bonds due on July 21, 2005 issued by RinkerMaterials and guaranteed by Rinker and CSR. To support its indemnity, RinkerMaterials has obtained, under its US$1,077.5 million bank credit facilities,bank letters of credit for CSR’s benefit for any obligations that come dueunder CSR’s guarantee in respect of the bonds that remain outstanding.

 

*Transition* and Shared Services Agreement

* *

Thisagreement is summarized in “Item 7.B. – Related Party Transactions - Transitionand Shares Services Arrangements.”

 

#### **D.**    Exchange Controls

#### ** **

Thereare no foreign exchange controls or other governmental laws, decrees orregulations, other than in relation to withholding taxes (see “Taxation”below), which affect the remittance of dividends, interest or other payments byRinker to non-resident holders of Rinker securities in the United States.

 

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Subjectto the exceptions referred to below, there are no limitations on the right ofUnited States residents or owners to hold or vote Rinker ordinary sharesimposed by Australian law or Rinker’s constitution.

 

Changesin interests held by foreign persons in Australian companies may be subject toreview and approval by the Treasurer of the Commonwealth of Australia under theForeign Acquisitions and Takeovers Act 1975. Generally, that statute requires prior notification of any acquisitionwhich would result in a foreign person together with any associates eitherholding interests in 15 percent or more of an Australian company’s issuedshares or controlling 15 percent or more of the voting power in thecompany.  The statute also requiresprior notification of any acquisition resulting in two or more foreign personsand their associates similarly holding interests in 40 percent or more of anAustralian company’s issued shares or controlling, in the aggregate, 40 percentor more of its total voting power.  Ineach case, the Treasurer may prohibit any part of the acquisition if theTreasurer is satisfied it would be contrary to the national interest ofAustralia.

 

Further,the Corporations Act 2001 regulates the acquisition of shares in publiccompanies in Australia.  Subject tocertain exceptions, it prohibits such an acquisition if (1) after theacquisition the acquirer and the acquirer’s associates would be entitled tomore than 20 percent of the company’s issued ordinary shares and (2) theacquisition does not satisfy one of a number of specified exceptions.  The more significant exceptions are: aformal, registered takeover offer to all the shareholders in the targetcompany, acquisitions by a broker on the stock market under a formal takeoverannouncement, acquisitions of no more than three percent of the targetcompany’s voting share capital every six months or acquisitions approved by thetarget company’s shareholders in general meeting.

 

#### **E.**     Taxation

#### ** **

Thissection describes the material United States federal income and Australiantax consequences of United States residents owning Rinker’s ordinaryshares.  Investors contemplating thepurchase of shares are advised to consult their own tax advisers with respectto the tax consequences relevant to their specific situations.

 

Exceptas otherwise noted, the statements of Australian tax laws set out below arebased on the laws in force as of the date of this annual report, and aresubject to any changes in Australian law, and in any double taxation conventionbetween the United States and Australia occurring after that date.

 

*Commonwealthof Australia Taxation*

* *

Witheffect from July 1, 2002, Australia introduced a revised dividendimputation system relating to company tax.

 

Broadly,the new dividend imputation system simplifies the old dividend system and it isintended to produce the same tax outcomes as the old system.  The dividend imputation system of companytax relieves double taxation on dividends paid by Australian residentcorporations.  Under this system,companies are required to identify dividends paid as either franked orunfranked dividends.  Franked dividendsare those paid out of profits that have borne Australian corporate tax (i.e. towhich franking credits have been allocated) while unfranked dividends are paidout of untaxed profits.  The Australiancorporate tax rate is 30%.  Frankeddividends paid to non-residents are exempt from withholding tax but unfranked(or partly franked) dividends are subject to withholding tax, generallyat 15% on the unfranked amount. Notices are provided to shareholders that specify the amount (if any) ofdividend withholding tax deducted.

 

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Allordinary shareholders will be advised as to the extent to which each futuredividend will be franked as dividends are declared.

 

Thecurrent Australian tax rules require taxpayers to hold shares “at risk” forcertain periods before obtaining the benefit of the dividend imputationsystem.  The minimum period for holdingordinary shares “at risk” is currently 45 days, but the Australian Governmentis considering a proposal to reduce the minimum period.  Failure to satisfy these requirements mayresult in the deduction of Australian withholding tax from dividends paid tonon-residents of Australia.  There is anexemption from these rules for defined “small” transactions.

 

Thetax rules classify interests that satisfy a financial arrangements test aseither debt or equity.  An interest thatis classified as equity will be frankable, whereas an interest that isclassified as debt will not be frankable. Ordinary shares are likely to be classified as equity on the basis thatthe return is contingent on Rinker’s performance or at the discretion ofRinker.  Ordinary shareholders will beadvised, by public announcement to the market at the time each future dividendis determined, of the extent to which each such dividend is franked.

 

Underthe provisions of the current Convention between the Government of the UnitedStates of America and the Government of Australia for the Avoidance of DoubleTaxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income(the “Treaty”), the Australian tax withheld on unfranked dividends paid byRinker to which a resident of the United States is beneficially entitled islimited to 15%.  However, where therecipient’s shareholding is effectively connected with a permanent establishmentin Australia or a fixed base in Australia from which independent personalservices are carried out, the recipient will generally be subject to ordinaryincome tax for dividends received under the Australian tax rules.  Australia and the United States haverecently agreed to reduce the withholding tax rate to 5% for holders of morethan 10% of the shares in a company and 0% for holders of 80% or more of theshares in a company.  In all other casesthe 15% rate limit will continue to apply. These changes took effect on July 1, 2003.

 

Someforeign shareholders are exempt from Australian dividend withholding tax ondividends that are not franked; most notably, foreign superannuation/pensionfunds that are exempt from income tax in their home jurisdiction.

 

AUnited States citizen who is resident in Australia, or a United Statescorporation that is resident in Australia (by reason of carrying on business inAustralia and being managed or controlled in Australia or having its votingpower controlled by shareholders who are residents of Australia) holdingordinary shares as capital assets, may be liable for Australian capital gainstax (“CGT”) on the disposal of Rinker ordinary shares.  In calculating the amount of a capital gainthat may be subject to Australian CGT, special rules apply to individuals,trusts and certain superannuation funds. For ordinary shares acquired after September 21, 1999 and held forat least 12 months, these taxpayers will pay tax on half of the gain(calculated in nominal terms or two-thirds of the gain for certainsuperannuation funds) after allowing for any offsetting capital losses whichare applied against the whole nominal gain. For ordinary shares acquired before that time and held for at least 12months, these taxpayers may choose between paying CGT on half of the gain (ortwo-thirds of the gain for certain superannuation funds), or paying CGT on allof the gain with the gain being calculated on the basis of the cost of theshares being indexed for inflation up to September 30, 1999.  For all types of taxpayers, the legislationfreezes the indexation (for inflation) of the cost of ordinary shares as atSeptember 30, 1999, and abolishes such indexation for ordinary sharesacquired after September 21, 1999.

 

Undercurrent Australian law, no income or other tax is payable on any profit ondisposal of the ordinary shares held by persons who are residents of the UnitedStates within the meaning of the Treaty except:

 

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(a)   if the person (together with associates, ifany) owns or owned ordinary shares at any time during the period of five yearspreceding the disposal, representing 10% or more of the issued sharecapital of Rinker (excluding share capital carrying no right to participate beyonda specified amount in distribution of profits or capital).  However, in these circumstances there may berelief from Australian tax for residents of the United States under the Treaty;or

 

(b)   if the ordinary shares have been used by theperson in carrying on a trade or business wholly or partly at or through apermanent establishment in Australia.

 

Differentrules will apply to persons and corporations that are not residents of theUnited States.

 

Australiadoes not impose gift, estate or inheritance taxes in relation to gifts ofshares or upon the death of a shareholder.

 

Neitherthe issue or transfer of Rinker’s ordinary shares or the payment of a dividendwill give rise to a liability to goods and services tax in Australia.

 

*AustralianStamp Duty*

* *

NoAustralian stamp duty will be payable on the issue or the transfer of Rinker’sordinary shares.

 

***UnitedStates Federal income tax consequences***

** **

Thissection describes the material United States federal income taxconsequences of owning ordinary shares or ADSs.  It applies only to holders who hold ordinary shares or ADSs ascapital assets for tax purposes.  Thissection does not apply to a member of a special class of holders subjectto special rules, including:

 

•      adealer in securities,

 

•      atrader in securities that elects to use a mark-to-market method of accountingfor the securities holdings,

 

•      atax-exempt organization,

 

•      alife insurance company,

 

•      aperson liable for alternative minimum tax,

 

•      aperson that actually or constructively owns 10% or more of the voting stock ofRinker,

 

•      aperson that holds ordinary shares or ADSs as part of a straddle or a hedging orconversion transaction, or

 

•      aUS holder (as defined below) whose functional currency is not the US dollar.

 

Thissection is based on the Internal Revenue Code of 1986, as amended, itslegislative history, existing and proposed regulations, published rulings andcourt decisions all as currently in effect, as well as on the Treaty.  These laws are subject to change, possiblyon a retroactive basis.  In addition,this section is based in part upon the representations of the Depositaryand the assumption that each obligation in the Deposit Agreement and anyrelated agreement will be performed in accordance with its terms.

 

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AUS holder is a beneficial owner of ordinary shares or ADSs and:

 

•      acitizen or resident of the United States,

 

•      adomestic corporation,

 

•      anestate whose income is subject to United States federal income tax regardlessof its source,

 

•      atrust if a United States court can exercise primary supervision over thetrust’s administration and one or more United States persons are authorized tocontrol all substantial decisions of the trust, or

 

•      A“non-US holder” is a beneficial owner of ordinary shares or ADSs that is not aUnited States person for United States federal income tax purposes.

 

USHolders should consult their own tax advisor regarding the United Statesfederal, state, local and other tax consequences of owning and disposing ofordinary shares or ADSs in their particular circumstances.

 

Thisdiscussion addresses only United States federal income taxation.

 

*Taxation of Dividends*

 

**US Holders**.  Underthe United States federal income tax laws, and subject to the passive foreigninvestment company, or PFIC, rules discussed below, the gross amount of anydividend paid by Rinker out of its current or accumulated earnings and profits(as determined for United States federal income tax purposes) is subject toUnited States federal income taxation. Dividends paid to a noncorporate US holder after December 31, 2002and before January 1, 2009 that constitute qualified dividend income willbe taxable at a maximum tax rate of 15% provided that the US holder holds theordinary shares or ADSs for more than 60 days during the 120-day periodbeginning 60 days before the ex-dividend date and meets other holding periodrequirements.  The IRS has announcedthat it will permit taxpayers to apply a proposed legislative change to theholding period requirement described in the preceding sentence as if suchchange were already effective.  Thelegislative “technical correction” would change the minimum required holdingperiod, retroactive to January 1, 2003, to more than 60 days during the121-day period beginning 60 days before the ex-dividend date.  Dividends Rinker pays with respect to theordinary shares will generally be qualified dividend income.  A US holder must include any Australian taxwithheld from the dividend payment in this gross amount even though the amountwithheld was not in fact received. The dividend is taxable when the dividend isactually or constructively received by the US holder in the case of ordinaryshares, or Depositary, in the case of ADSs. The dividend will not be eligiblefor the dividends-received deduction generally allowed to United Statescorporations in respect of dividends received from other United Statescorporations.  The amount of thedividend distribution that must be included in income as a US holder will bethe US dollar value of the Australian dollar payments made, determined at thespot Australian dollar/US dollar rate on the date the dividend distribution isincludible in income, regardless of whether the payment is in fact convertedinto US dollars. Generally, any gain or loss resulting from currency exchangefluctuations during the period from the date the dividend payment is includedin income to the date the payment is converted into US dollars will be treatedas ordinary income or loss and will not be eligible for the special tax rateapplicable to qualified dividend income. The gain or loss generally will be income or loss from sources withinthe United States for foreign tax credit limitation purposes.  Distributions in excess of current andaccumulated earnings and profits, as determined for United States federalincome tax purposes, will be treated as a non-taxable return of capital to theextent of the basis in the ordinary shares and thereafter as capital gain.

 

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Subjectto generally applicable limitations that limit the availability of the USforeign tax credit depending on the nature of the income received by the USholder and that particular US holder’s proportion of foreign source income toworldwide income, the Australian tax withheld in accordance with the Treaty andpaid over to Australia will generally be creditable against that holder’sUnited States federal income tax liability. Special rules apply in determining the foreign tax credit limitationwith respect to dividends that are subject to the maximum 15% rate.

 

Dividendswill be income from sources outside the United States, but generally will be“passive income” or “financial services income” which is treated separatelyfrom other types of income for purposes of computing the foreign tax creditallowable.

 

Distributionsof additional ordinary shares or ADSs with respect to ordinary shares that aremade as part of a pro rata distribution to all shareholders of Rinker generallywill not be subject to United States federal income tax.

 

**Non-US Holders**. Dividends paid to a non-US holder in respect of ordinary shares or ADSswill not be subject to United States federal income tax unless the dividendsare “effectively connected” with the conduct of a trade or business within theUnited States, and the dividends are attributable to a permanent establishmentmaintained in the United States if that is required by an applicable income taxtreaty as a condition for subjecting the holder to United States taxation on anet income basis.  In such cases anon-US holder will generally be taxed in the same manner as a US holder.  For a corporate non-US holder, “effectivelyconnected” dividends may, under certain circumstances, be subject to a “branchprofits tax.”  The non-US holder may besubject to a branch profits tax at a reduced rate if the non-US holder iseligible for the benefits of an income tax treaty that provides for a reducedrate.

 

*Taxationof Capital Gains*

* *

**US Holders**.  Subjectto the PFIC rules discussed below, a US holder who sells or otherwise disposesof ordinary shares or ADSs will recognize capital gain or loss for UnitedStates federal income tax purposes equal to the difference between the USdollar value of the amount realized and the tax basis, determined in USdollars, in ordinary shares or ADSs. The capital gain of a noncorporate US holder that is recognized on orafter May 6, 2003 and before January 1, 2009 is generally taxed at amaximum rate of 15% where the holder has a holding period greater than oneyear.  The gain or loss will generallybe income or loss from sources within the United States for foreign tax creditlimitation purposes.

 

**Non-US Holders**.  Anon-US holder will not be subject to United States federal income tax on gainrecognized on the sale or other disposition of ordinary shares or ADSs unless:

 

•      thegain is “effectively connected” with the conduct of a trade or business in theUnited States, and the gain is attributable to a permanent establishment thatthe holder maintains in the United States if that is required by an applicableincome tax treaty as a condition for subjecting the holder to United Statestaxation on a net income basis, or

 

•      thenon-US holder is an individual present in the United States for 183 or moredays in the taxable year of the sale and certain other conditions exist.

 

Acorporate non-US holder, “effectively connected” gains that are recognized mayalso, under certain circumstances, be subject to an additional “branch profitstax” at a 30% rate or at a lower rate if the holder is eligible for thebenefits of an income tax treaty that provides for a reduced rate.

 

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*PFICRules*

* *

Webelieve that Rinker’s ordinary shares and ADSs should not be treated as stockof a PFIC for United States federal income tax purposes, but this conclusion isa factual determination that is made annually and thus may be subject tochange.  If Rinker were to be treated asa PFIC, unless a US holder makes a valid election to be taxed annually on amark-to-market basis with respect to the ordinary shares or ADSs, gain realizedon the sale or other disposition of ordinary shares or ADSs would in generalnot be treated as capital gain. Instead, a US holder would be treated as if the US holder had realizedsuch gain and certain “excess distributions” ratably over the holding periodfor the ordinary shares or ADSs and would be taxed at the highest tax rate ineffect for each such year to which the gain was allocated, together with aninterest charge in respect of the tax attributable to each such year. Inaddition, dividends that you receive from us will not be eligible for thespecial tax rates applicable to qualified dividend income if we are a PFIC eitherin the taxable year of the distribution or the preceding taxable year.  Dividends that a holder receives that do notconstitute qualified dividend income are not eligible for taxation at the 15%maximum rate applicable to qualified dividend income.  Instead a holder must include the gross amount of any suchdividend paid by us out of our accumulated earnings and profits (as determinedfor United States federal income tax purposes) in gross income, and it will besubject to tax at rates applicable to ordinary income.

 

Ifa holder owns shares or ADSs in any year that Rinker is a PFIC, the holder mustfile Internal Revenue Service Form 8621.

 

BackupWithholding and Information Reporting

 

Fornon corporate US holders information reporting requirements on Internal RevenueService Form 1099, generally will apply to:

 

•      dividendpayments or other taxable distributions made within the United States, and

 

•      thepayment of proceeds from the sale of ordinary shares or ADSs effected at aUnited States office of a broker.

 

Additionally,backup withholding may apply to such payments to a non-corporate US holderthat:

 

•      failsto provide an accurate taxpayer identification number,

 

•      isnotified by the Internal Revenue Service that the holder has failed to reportall interest and dividends required to be shown on federal income tax returns,or

 

•      incertain circumstances, fails to comply with applicable certificationrequirements.

 

Anon-US holder, is generally exempt from backup withholding and informationreporting requirements with respect to:

 

•      dividendpayments made outside the United States by Rinker or another non-United Statespayor and

 

•      otherdividend payments and the payment of the proceeds from the sale of ordinaryshares effected at a United States office of a broker, as long as the incomeassociated with such payments is otherwise exempt from United States federalincome tax, and:

 

136

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•      thepayor or broker does not have actual knowledge or reason to know that theHolder is a United States person and the holder has furnished the payor orbroker:

 

•      anInternal Revenue Service Form W-8BEN or an acceptable substitute form uponwhich certifying , under penalties of perjury, that the holder is a non-UnitedStates person, or

 

•      otherdocumentation upon which it may rely to treat the payments as made to anon-United States person in accordance with US Treasury regulations, or

 

•      anotherwise established exemption.

 

Paymentof the proceeds from the sale of ordinary shares or ADSs effected at a foreignoffice of a broker generally will not be subject to information reporting orbackup withholding.  However, a sale ofordinary shares or ADSs that is effected at a foreign office of a broker willbe subject to information reporting and backup withholding if:

 

•      theproceeds are transferred to an account maintained by the holder in the UnitedStates,

 

•      thepayment of proceeds or the confirmation of the sale is mailed to the holder ata United States address, or

 

•      thesale has some other specified connection with the United States as provided inUS Treasury regulations.

 

unless the broker does not have actual knowledge or reason to know thatthe holder is a United States person and the documentation requirementsdescribed above are met or an exemption is otherwise established.

 

Inaddition, a sale of ordinary shares or ADSs effected at a foreign office of abroker will be subject to information reporting if the broker is:

 

•      aUnited States person,

 

•      acontrolled foreign corporation for United States tax purposes,

 

•      aforeign person 50% or more of whose gross income is effectively connected withthe conduct of a United States trade or business for a specified three-yearperiod,

 

•      aforeign partnership, if at any time during its tax year,

 

•      oneor more of its partners are “US persons”, as defined in US Treasuryregulations, who in the aggregate hold more than 50% of the income or capitalinterest in the partnership, or

 

•      suchforeign partnership is engaged in the conduct of a United States trade orbusiness.

 

unless the broker does not have actual knowledge or reason to know thatthe holder is a United States person and the documentation requirementsdescribed above are met or otherwise establish as exempt.  Backup withholding will apply if the sale issubject to information reporting and the broker has actual knowledge that theholder is a United States person.

 

Holdersgenerally may obtain a refund of any amounts withheld under the backupwithholding rules that exceed income tax liability by filing a refund claimwith the United States Internal Revenue Service.

 

137

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#### **F.**     Dividends andPaying Agents

#### ** **

NotApplicable.

 

#### **G.**    Statement by Experts

#### ** **

NotApplicable.

 

#### **H.**    Documents on Display

#### ** **

Itis possible to read and copy documents referred to in the annual report on Form20-F that have been filed with the SEC at the SEC’s public reference roomlocated at 450 Fifth Street, NW, Washington DC 20549 and over the internet atthe SEC’s website at sec.gov.  Pleasetelephone the SEC at 1-800-SEC-0330 to obtain information on the operation ofthe public reference room.  Copies ofthese documents may also be obtained from Rinker on request.

 

#### **I.**      SubsidiaryInformation

#### ** **

Allcontrolled entities are 100% owned, unless otherwise indicated.  Rinker’s significant subsidiaries aredescribed in Note 35 to the financial statements.

 

#### **J.**     Enforcementof Civil Liabilities

#### ** **

Rinkeris a corporation organized under the laws of the Commonwealth ofAustralia.  Some of the directors andcertain of the senior managers of Rinker, and some of the experts named in thisdocument reside outside the United States, principally in Australia.  Some of the assets of Rinker, and the assetsof some of Rinker’s directors, officers and experts, are located outside theUnited States.  Therefore, it may not bepossible to effect service of process within the United States upon Rinker orthese persons so as to enforce judgments of United States courts against thembased on the civil liability provisions of the United States federal securitieslaws.  In addition, it may be difficultto bring an original action in an Australian court to enforce liabilitiesagainst some or any of these persons based on US federal securities laws.

 

## **Item 11**          Quantitativeand Qualitative Disclosures about Market Risks

## ** **

TheRinker group is exposed to the following types of market risk:  (i) interest rates, and (ii) foreigncurrencies.

 

TheRinker group has in place principles and policies approved by Rinker’s Board ofDirectors designed to manage financial risks associated with exposures tointerest rates and foreign currencies. These risks are managed through a variety of means including naturalhedges, forward contracts, swaps, caps, collars and other options.  Rinker’s policies prohibit speculativetransactions, restrict hedging transactions to preset limits and require seniormanagement approval of hedging instruments. In addition, the policies limit who may authorize transactions andsegregate relevant functions among different individuals.

 

Rinkergroup has established a Finance Committee – consisting of the Chief FinancialOfficer; Vice President Strategy & Development; Chief Financial Officer,Readymix and Group Manager, Finance & Treasury – which is responsible formanaging exposures in accordance with the policies in consultation withspecialist advice from Rinker Treasury.

 

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Rinkergroup entities utilize a variety of domestic and international financialinstitutions as counter parties for hedging transactions. Transaction limitsbased on credit ratings are placed on each financial institution and reviewedregularly.  Predominantly, Rinker groupentities will only utilize counter parties with a Moody’s or Standard &Poors “A3/A -” equivalent rating or higher. In a few instances where no Moody’s or Standard & Poors rating isavailable management may assign a small limit based on alternativearrangements.

 

Itis management’s opinion that Rinker group entities in the past year have notengaged in any financial transactions of a trading or speculative nature.

 

**Interest RateSensitivity and Risk Management**

** **

Interestrate exposure is managed with an objective of reducing year-to-year volatilityin interest costs to obtain a stable and predictable interest expenseoutcome.  To achieve this result, Rinkergroup entities enter into interest rate hedges, including interest rate swaps,swaptions, caps and collars.

 

Asat March 31, 2004 approximately 98 percent of the Rinker group’s grossdebt is US dollar denominated.  For theyear ended March 31, 2004, the proportion of the Rinker group’s grossinterest rate exposure that was subject to fixed interest rates averaged 93 percent.  It is estimated that a hypothetical 100basis point movement in interest rates would have an US$0.4 million impact onthe Rinker group’s net profit, based on average unhedged debt levels.

 

Specificinformation concerning interest rate exposure and financial instruments used tolimit that exposure is disclosed in Note 20 and 27 of the financial statements.

 

**Foreign ExchangeSensitivity and Risk Management**

** **

AsRinker Materials records its transactions in its own financial statements in USdollars and these results are translated into Australian dollars for thepurposes of consolidation into the financial statements of the Rinker group forAustralian dollar reporting purposes, the Rinker group is susceptible tochanges in the exchange rate between the US dollar and the Australian dollar.  To a lesser extent, for US dollar reportingpurposes, the opposite impact occurs when Readymix Australian results aretranslated into US dollars.

 

Activefinancial management through hedging transactions of either profit or net assettranslation exposures is not permitted as a matter of Rinker policy.  Management believes that the Rinker group’sinvestment in its international entities, mainly in the United States, providesit with a natural hedge against exchange rate fluctuations with respect to USdollar-denominated obligations.  On theexposed portion, a hypothetical one cent movement from the US$/A$ exchange rateused in the accompanying financial statements (US$0.76 per A$1.00, whichapproximates the exchange rate at March 31, 2004) would result in anapproximate US$1 million change in the Rinker group’s reported US$ netprofit.  Larger movements are anextrapolation of this amount.

 

Specificinformation concerning the currency exposure and financial instruments used tolimit that exposure is reviewed in Note 27 of the financial statements.

 

## **Item 12**          Descriptionof Securities Other Than Equity Securities

## ** **

Notapplicable.

 

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**PART II**

** **

## **Item 13**          Defaults,Dividend Arrearages and Delinquencies

## ** **

None.

 

## **Item 14**          MaterialModifications to the Rights of Security Holders and Use of Proceeds

## ** **

None.

 

**PART III**

** **

## **Item 15**          Controlsand Procedures

## ** **

Wemaintain a system of controls and procedures designed to ensure thatinformation required to be disclosed in reports we file with the SEC isrecorded, processed, summarized and reported within the time periods specifiedby the SEC’s rules and forms.  Thesedisclosure controls and procedures include, without limitation, controls andprocedures designed to ensure that information is accumulated and communicatedto our management, including our Chief Executive Officer and Chief FinancialOfficer, to allow timely decisions regarding required disclosure.  Our Chief Executive Officer and ChiefFinancial Officer, with the participation of other management officials,evaluated the effectiveness of the design and operation of the disclosurecontrols and procedures as of March 31, 2004.  Based upon that evaluation, our Chief Executive Officer and ChiefFinancial Officer concluded that our disclosure controls and procedures areeffective in timely alerting them to material information required to beincluded in our periodic SEC filings. During the period covered by this report, we have not made any change toour internal control over financial reporting, as defined in Rule 13a-15(f)under the Exchange Act, that has materially affected, or is reasonably likelyto materially affect, our internal control over financial reporting.

 

## **Item 16**          Othermatters

## ** **

#### **A.**    Audit Committee Financial Expert

#### ** **

Theboard has determined that John Ingram is an “audit committee financial expert”and is independent as defined in the listing standards of the NYSE.  Although the board has determined that thisindividual has the requisite attributes defined under the rules of the SEC, hisresponsibilities are the same as those of the other audit committeemembers.  He is not acting as an auditoror an accountant, does not perform “field work” and is not a full-timeemployee.  The SEC has determined thatan audit committee member who is designated as an audit committee financialexpert will not be deemed to be an “expert” for any purpose as a result ofbeing identified as an audit committee financial expert.  The audit committee is responsible foroversight of management in the preparation of Rinker’s financial statements andfinancial disclosures.  The auditcommittee relies on the information provided by management and the externalauditor.  The audit committee does nothave the duty to plan or conduct audits to determine that Rinker’s financialstatements and disclosures are complete and accurate.  Rinker’s audit committee charter provides that these are theresponsibility of management and the external auditors.

 

#### **B.**    Code of Ethics

#### ** **

OurChief Executive Officer, Chief Financial Officer, and other senior executivesand principal accounting officers are bound to adhere to the company’s code ofethics, which applies to all employees in Rinker Group companies.

 

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A copy of the Code of Ethics is included as Exhibit11.1

 

#### **C.**    PrincipalAccountant Fees and Services

#### ** **

Duringthe fiscal years 2004 and 2003, Deloitte Touche Tohmatsu has acted as thecompany’s independent auditors.

 

DeloitteTouche Tohmatsu’s fees have been as follows:

 
| **Thousands of dollars  Year ended March 31**                                                                               |   | **US$  2004** |       | **US$  2003** |       |
|----------------------------------------------------------------------------------------------------------------------------------|--------|---------------|------------|---------------|------------|
| **Auditors’ remuneration**                                                                                                  |   |          | ** ** |          | ** ** |
|                                                                                                                             |   |          |       |          |       |
| Auditing and reviewing the financial report  of the Parent entity (included the consolidated entity) and each controlled  entity |   |          |       |          |       |
| In Australia                                                                                                                     |   | 527           |       | 120           |       |
| Outside of Australia                                                                                                             |   | 715           |       | 874           |       |
|                                                                                                                             |   | 1,242         |       | 994           |       |
| Audit related services                                                                                                           |   |          |       |          |       |
| In Australia                                                                                                                     |   | 21            |       | —        |       |
| Outside of Australia                                                                                                             |   | 107           |       | 48            |       |
|                                                                                                                             |   | 128           |       | 48            |       |
|                                                                                                                             |   |          |       |          |       |
| Taxation strategy and compliance                                                                                                 |   |          |       |          |       |
| In Australia                                                                                                                     |   | —        |       | —        |       |
| Outside of Australia                                                                                                             |   | 72            |       | 128           |       |
|                                                                                                                             |   | 72            |       | 128           |       |
| **Total auditors’ remuneration(a)**                                                                                         |   | **1,442**     | ** ** | **1,170**     | ** ** |

 

----

(a)   Rinker Group Limited fees were paid by its thenparent entity, CSR, in fiscal year 2003. Note that the fiscal year 2003 amounts do not include an allocation ofthe CSR group fee during fiscal year 2003, and represent only those amountscharged directly to the individual businesses.

 

Auditfees include fees associated with the annual audit, the half year review andperformance of audits of subsidiary companies where required.

 

Auditrelated fees include fees for the audit of superannuation funds, the audit ofbonus payments and other audit and review procedures.

 

Taxationstrategy and compliance includes fees for regular tax compliance services.

 

**Pre approval fornon-audit services**

** **

Priorto the engagement of Deloitte Touche Tohmatsu each year, the engagement isapproved by the Board Audit Committee and by vote of shareholders at the AnnualGeneral Meeting.  The Board AuditCommittee has established a policy by which either the committee or a delegatebody approves in advance all services, including non-audit services, to beperformed by the independent auditors. The approval process requires full disclosure of the objectives andscope of services to be performed, 

 

141

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includingthe fee structure.  The committeereviews all approved services and fees at subsequent meetings.  During fiscal year 2004, all servicesprovided by Deloitte Touche Tohmatsu were approved by the committee.

 

**PART IV**

** **

## **Item 17**          FinancialStatements

## ** **

Referto Item 18.

 

## **Item 18**          FinancialStatements

## ** **

*Consolidated Financial Statements ofRinker Group Limited and its controlled entities as of March 31, 2004 and2003 and for each of the three years in the period ended March 31, 2004*

 

Theattached financial statements on pages F-1 to F- 81, with a full index on pageF-1, together with the Report of Independent Auditors thereon, are filed aspart of this annual report.

 
|   | Report of Independent Auditors                                   | F-2  |
|--------|------------------------------------------------------------------|------|
|   | Consolidated statement of financial  performance                 | F-3  |
|   | Consolidated statement of financial  position                    | F-4  |
|   | Consolidated statements of cash flows                            | F-5  |
|   | Consolidated  statements of changes in shareholders’ equity | F-6  |
|   | Notes to consolidated  financial statements                      | F-13 |

 

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# **EXHIBITS**

# ** **

**Exhibit 1 –Constitution of Rinker**

** **

1.1       Constitution of Rinker Group Limited, effective March 28, 2003.*

 

**Exhibit 2 –Instruments Defining the Rights of Securities Holders**

** **

2.1.1        Indenture dated as of April 1, 2003, amongRinker Materials Corporation, Rinker Group Limited and Bank One, N.A., astrustee (including form of Notes).*

 

2.2.1        Supplemental Indenture, dated as ofJanuary 29, 2003, among Rinker Materials Corporation, CSR Limited, RinkerGroup Limited and Bank One, N.A., as trustee.*

 

2.2.2        Indenture, dated as of July 21, 1995,among Rinker Materials Corporation, CSR Limited and Bank One, N.A., as trustee(including form of Notes).*

 

2.3.1        First Supplemental Indenture, dated as ofFebruary 20, 2003, among Rinker Materials Corporation, CSR Limited, RinkerGroup Limited and Bank One, N.A., as trustee.*

 

2.3.2        Second Supplemental Indenture, dated as ofMarch 19, 2003, among Rinker Materials Corporation, CSR Limited, RinkerGroup Limited and Bank One, N.A., as trustee.*

 

2.3.3        Indenture, dated as of March 1, 1994,among Rinker Materials Corporation, CSR Limited and Bank One, N.A., as trustee(including form of Notes).*

 

Copiesof any instrument relating to long-term debt of Rinker Group Limited that isnot being registered on this annual report and which does not exceed 10% of thetotal consolidated assets of Rinker Group Limited will be furnished to the SECupon request.

 

**Exhibit 4 –Material Contracts**

** **

4.1       Demerger Deed, dated March 27, 2003.*

 

4.2       Bond guarantee Indemnity Deed between Rinker Group Limited and CSRLimited, dated March 27, 2003.*

 

4.3       Transitional Services Agreement between Rinker Group Limited and CSRLimited dated March 27, 2003.*

 

4.4       Other material contracts

 

4.4.1        Employment Contracts

 

4.4.1.1     Employment agreement dated April 1, 2003between David Clarke and Rinker Materials Corporation.*

 

4.4.1.2     Employment agreement dated August 1, 2001 betweenKarl Watson, Sr. and Rinker Materials Corporation.*

 

4.4.1.3     Employment agreement dated April 1, 2003between Tom Burmeister and Rinker Materials Corporation.*

 

----

*      Incorporated by reference to the correspondingexhibit to Rinker’s registration statement on Form 20-F, filedSeptember 26, 2003.

 

143

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4.4.1.4     Employment agreement dated July 8, 2002between Christopher Murphy and Rinker Materials Corporation.*

 

4.4.1.5     Employment agreement dated August 1, 2001between Sharon DeHayes and Rinker Materials Corporation.*  Further agreement dated April 19, 2004.

 

4.4.1.6     Employment agreement dated April 1, 2003between David Berger and Rinker Materials Corporation.*

 

4.4.1.7     Employment agreement dated August 1, 2001between Karl Watson, Jr., and Rinker Materials Corporation.  Further agreement dated June 1, 2004.

 

4.4.1.8     Employment agreement dated April 1, 2003between Duncan Gage and Rinker Materials Corporation.

 

4.4.1.9     Employment agreement dated April 1, 2003between Ira Fialkow and Rinker Materials Corporation.

 

4.4.1.10   Synopsis of terms of employment of Peter Abraham.

 

4.4.1.11   Synopsis of terms of employment of Debra Stirling.

 

**Exhibit 8 –Significant Subsidiaries**

** **

8.1       Entities consolidated in the economic entity.

 

**Exhibit 10 –Notices under Regulation BTR**

** **

10.1     None

 

**Exhibit 11**

** **

11.1     Code of Ethics

 

**Exhibit 12**

** **

12.1     CEO and CFO section 302 certifications

 

**Exhibit 13**

** **

13.1     CEO and CFO section 906 certifications

 

**Exhibit 14 – OtherExhibits**

** **

14.1     Consent of Deloitte Touche Tohmatsu

 

----

*      Incorporated by reference to the correspondingexhibit to Rinker’s registration statement on Form 20-F, filedSeptember 26, 2003.

 

144

----

 

**Financial Report**

 

for the year ended March 31, 2004

 
|   | **Report of Independent  Auditors**                                 | F-2                                                                           |
|--------|---------------------------------------------------------------------|-------------------------------------------------------------------------------|
|   |                                                                |                                                                          |
|   | **Consolidated  statement of financial performance**                | F-3                                                                           |
|   |                                                                |                                                                          |
|   | **Consolidated  statement of financial position**                   | F-4                                                                           |
|   |                                                                |                                                                          |
|   | **Consolidated  statement of cash flows**                           | F-5                                                                           |
|   |                                                                |                                                                          |
|   | **Consolidated  statement of changes in shareholders’ equity** | F-6                                                                           |
|   |                                                                |                                                                          |
|   | **Significant accounting  policies**                                | F-7 to F-12                                                                   |
|   |                                                                |                                                                          |
|   | **Notes to the  consolidated financial statements**                 |                                                                          |
|   | 1                                                                   | Segment  information                                                          | F-13 to  F-17 |
|   | 2                                                                   | Other  revenue and expenses from ordinary activities                          | F-18 |
|   | 3                                                                   | Operating costs                                                               | F-18 |
|   | 4                                                                   | Interest income                                                               | F-18 |
|   | 5                                                                   | Net  finance expense                                                          | F-18 |
|   | 6                                                                   | Depreciation,  depletion and amortisation                                     | F-19 |
|   | 7                                                                   | Dividends                                                                     | F-19 |
|   | 8                                                                   | Income tax                                                                    | F-19 to F-22 |
|   | 9                                                                   | Cash                                                                          | F-22 |
|   | 10                                                                  | Receivables                                                                   | F-22 to F-23 |
|   | 11                                                                  | Inventories                                                                   | F-24 |
|   | 12                                                                  | Investments  accounted for using the equity method                            | F-24 |
|   | 13                                                                  | Other  financial assets                                                       | F-24 |
|   | 14                                                                  | Property, plant and equipment                                                 | F-25 |
|   | 15                                                                  | Movements  in property, plant and equipment                                   | F-25 |
|   | 16                                                                  | Intangibles                                                                   | F-26 |
|   | 17                                                                  | Other assets                                                                  | F-26 |
|   | 18                                                                  | Current  payables                                                             | F-26 |
|   | 19                                                                  | Interest–bearing  liabilities                                            | F-27 |
|   | 20                                                                  | Credit  facilities and maturity profile                                       | F-28 to F-29 |
|   | 21                                                                  | Provisions                                                                    | F-30 to F-31 |
|   | 22                                                                  | Contributed  equity                                                           | F-32 to  F-33 |
|   | 23                                                                  | Reserves                                                                      | F-33 |
|   | 24                                                                  | Outside  equity interests in controlled entities                              | F-33 |
|   | 25                                                                  | Directors’  and executives’ remuneration                            | F-34 |
|   | 26                                                                  | Auditors’  remuneration                                                  | F-35 |
|   | 27                                                                  | Financial  instruments                                                        | F-35  to F-37 |
|   | 28                                                                  | Contracted operating  capital expenditure                                     | F-38 |
|   | 29                                                                  | Contracted  lease and hire expenditure                                        | F-38 to  F-39 |
|   | 30                                                                  | Non-cash  financing and investing activities                                  | F-39 |
|   | 31                                                                  | Related party information                                                     | F-39 to F-40 |
|   | 32                                                                  | Superannuation  commitments                                                   | F-41  to F-42 |
|   | 33                                                                  | Equity accounting  information                                                | F-42 to F-43 |
|   | 34                                                                  | Acquisitions  and disposals of controlled entities and businesses             | F-43  to F-44 |
|   | 35                                                                  | Particulars  relating to entities combined in the economic entity             | F-45 |
|   | 36                                                                  | Contingent  liabilities                                                       | F-46 |
|   | 37                                                                  | United  States Generally Accepted Accounting Principles (US GAAP) information | F-47  to F-58 |
|   | 38                                                                  | Consolidating  financial information                                          | F-59 to F-81 |

 

F-1

----

 

**REPORTOF INDEPENDENT REGISTERED FIRM**

 

*To the Board of Directors and Shareholders ofRinker Group Limited:*

 

We have audited the accompanying consolidated statements of financialposition of Rinker Group Limited (a company incorporated in New South Wales,Australia) and its controlled entities (the ‘Company’) as at March 31,2004 and 2003 and the related consolidated statements of financial performance,cash flows and changes in shareholders’ equity for each of the three years inthe period ended March 31, 2004 (all expressed in United States andAustralian dollars). These consolidated financial statements are theresponsibility of the Company’s management. Our responsibility is to express an opinion on these consolidatedfinancial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public CompanyAccounting Oversight Board (PCAOB). Those standards require that we planand perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures inthe financial statements.  An audit alsoincludes assessing the accounting principles used and significant estimatesmade by management, as well as evaluating the overall financial statementpresentation. We believe that our audits provide a reasonable basis for ouropinion.

 

In our opinion, such consolidated financial statements referred toabove present fairly, in all material respects, the consolidated financialposition of Rinker Group Limited and its controlled entities as atMarch 31, 2004 and 2003, and the consolidated results of its operationsand its cash flows for each of the three years in the period endedMarch 31, 2004, in conformity with accounting principles generallyaccepted in Australia.

 

Accounting principles generally accepted in Australia vary in certainsignificant respects from accounting principles generally accepted in theUnited States of America.  Theapplication of the latter would have affected the determination of net profitfor each of the three years ended March 31, 2004, and the determination ofshareholders’ equity as at March 31, 2004 and 2003, to the extentsummarized in Note 37.

 
| /s/ DELOITTE TOUCHE TOHMATSU |
|------------------------------|

 

 

Deloitte Touche Tohmatsu

Chartered Accountants

 

Sydney, Australia

 

May 25, 2004 except for Notes 37 and 38, as to which the date isJune 18, 2004

 

F-2

----

 

**Consolidatedstatement of financial performance**

 

**Year ended March 31**

 

**Rinker Group Limited and its controlled entities**

 
|                                                                                                                                 |   |     |   | **2004**      |       | **2003** |          | **2002** |   |   | **2004**     |       | **2003** |   | **2002** |   |
|--------------------------------------------------------------------------------------------------------------------------------------|--------|----------|--------|---------------|------------|----------|---------------|----------|--------|--------|--------------|------------|----------|--------|----------|--------|
|                                                                                                                                 |   | **Note** |   | **US$**       |       | **US$**  |          | **US$**  |   |   | **A$**       |       | **A$**   |   | **A$**   |   |
|                                                                                                                                 |   |     |   | **(million)** |       |     | **(million)** |     |
|                                                                                                                                 |   |     |   |          |       |     |          |     |   |   |         |       |     |   |     |   |
| Trading revenue - sale of goods                                                                                                      |   |     |   | **3,706.2**   | ** ** | 2,955.5  |          | 2,577.3  |   |   | **5,339.5**  | ** ** | 5,231.7  |   | 5,041.0  |   |
| Cost of sales                                                                                                                        |   |     |   | **(2,158.4**  | **)**      | (1,766.0 | )             | (1,542.5 | )      |   | **(3,110.0** | **)**      | (3,125.5 | )      | (3,017.1 | )      |
| Warehouse and distribution costs                                                                                                     |   |     |   | **(690.8**    | **)**      | (526.9   | )             | (453.6   | )      |   | **(994.1**   | **)**      | (932.2   | )      | (887.2   | )      |
| Selling, general and administrative costs                                                                                            |   |     |   | **(367.8**    | **)**      | (303.4   | )             | (271.2   | )      |   | **(528.6**   | **)**      | (537.4   | )      | (530.8   | )      |
| Share of partnership net income                                                                                                      |   |     |   | **12.1**      | ** ** | (0.1     | )             | (0.1     | )      |   | **17.1**     | ** ** | (0.3     | )      | (0.3     | )      |
| Share of associate entities’ net profit                                                                                         |   |     |   | **2.9**       | ** ** | 13.8     |          | 11.9     |   |   | **4.9**      | ** ** | 24.6     |   | 23.5     |   |
|                                                                                                                                 |   |     |   |          |       |     |          |     |   |   |         |       |     |   |     |   |
| Operating profit                                                                                                                     |   |     |   | **504.2**     | ** ** | 372.9    |          | 321.8    |   |   | **728.8**    | ** ** | 660.9    |   | 629.1    |   |
| Other revenue from ordinary activities                                                                                               |   | 2        |   | **31.7**      | ** ** | 73.5     |          | 43.1     |   |   | **44.8**     | ** ** | 129.7    |   | 84.2     |   |
| Other expenses from ordinary activities                                                                                              |   | 2        |   | **(43.3**     | **)**      | (52.7    | )             | (34.9    | )      |   | **(60.5**    | **)**      | (92.7    | )      | (67.9    | )      |
| Dividend income from others                                                                                                          |   |     |   | **0.1**       | ** ** | 0.1      |          | 0.2      |   |   | **0.2**      | ** ** | 0.2      |   | 0.3      |   |
|                                                                                                                                 |   |     |   |          |       |     |          |     |   |   |         |       |     |   |     |   |
| Profit from ordinary activities before  finance and income tax                                                                       |   |     |   | **492.7**     | ** ** | 393.8    |          | 330.2    |   |   | **713.3**    | ** ** | 698.1    |   | 645.7    |   |
| Interest income                                                                                                                      |   | 4        |   | **11.7**      | ** ** | 0.3      |          | 0.7      |   |   | **16.4**     | ** ** | 0.6      |   | 1.4      |   |
| Borrowing costs                                                                                                                      |   | 5        |   | **(58.9**     | **)**      | (59.3    | )             | (63.9    | )      |   | **(85.2**    | **)**      | (104.9   | )      | (125.1   | )      |
|                                                                                                                                 |   |     |   |          |       |     |          |     |   |   |         |       |     |   |     |   |
| **Profit from  ordinary activities before income tax**                                                                               |   |     |   | **445.5**     | ** ** | 334.8    |          | 267.0    |   |   | **644.5**    | ** ** | 593.8    |   | 522.0    |   |
| Income tax expense relating to ordinary  activities                                                                                  |   | 8        |   | **(148.8**    | **)**      | (116.8   | )             | (97.9    | )      |   | **(216.2**   | **)**      | (208.1   | )      | (191.5   | )      |
|                                                                                                                                 |   |     |   |          |       |     |          |     |   |   |         |       |     |   |     |   |
| **Net profit before  outside equity interests**                                                                                      |   |     |   | **296.7**     | ** ** | 218.0    |          | 169.1    |   |   | **428.3**    | ** ** | 385.7    |   | 330.5    |   |
| Net profit attributable to outside equity  interests                                                                                 |   |     |   | **(1.1**      | **)**      | (2.3     | )             | (0.6     | )      |   | **(1.5**     | **)**      | (4.1     | )      | (1.2     | )      |
|                                                                                                                                 |   |     |   |          |       |     |          |     |   |   |         |       |     |   |     |   |
| **Net profit  attributable to members of Rinker Group Limited**                                                                      |   |     |   | **295.6**     | ** ** | 215.7    |          | 168.5    |   |   | **426.8**    | ** ** | 381.6    |   | 329.3    |   |
| (Decrease)/increase in foreign currency  translation reserve arising on translation of self-sustaining foreign  operations           |   | 23       |   | **190.6**     | ** ** | 43.6     |          | 15.9     |   |   | **(410.2**   | **)**      | (245.7   | )      | (127.3   | )      |
|                                                                                                                                 |   |     |   |          | ** ** |     |          |     |   |   |         | ** ** |     |   |     |   |
| Adjustment to opening retained earnings on  adoption of revised AASB No. 1028 “Employee Benefits”                          |   |     |   | **(1.0**      | **)**      | —   |          | —   |   |   | **(1.6**     | **)**      | —   |   | —   |   |
|                                                                                                                                 |   |     |   |          |       |     |          |     |   |   |         |       |     |   |     |   |
| **Total revenue,  expense and valuation adjustments attributable to members of Rinker Group  Limited recognised directly in equity** |   |     |   | **189.6**     | ** ** | 43.6     |          | 15.9     |   |   | **(411.8**   | **)**      | (245.7   | )      | (127.3   | )      |
|                                                                                                                                 |   |     |   |          | ** ** |     |          |     |   |   |         | ** ** |     |   |     |   |
| **Total changes in  equity other than those resulting from transactions with owners as owners**                                      |   |     |   | **485.2**     | ** ** | 259.3    |          | 184.4    |   |   | **15.0**     | ** ** | 135.9    |   | 202.0    |   |
|                                                                                                                                 |   |     |   |          | ** ** |     |          |     |   |   |         | ** ** |     |   |     |   |
| **Reconciliation of  retained profits**                                                                                              |   |     |   |          | ** ** |     |          |     |   |   |         | ** ** |     |   |     |   |
| Retained profits at the beginning of the  financial year                                                                             |   |     |   | **371.5**     | ** ** | 165.5    |          | (3.0     | )      |   | **727.0**    | ** ** | 361.5    |   | 32.6     |   |
| Adjustment to opening retained earnings on  adoption of revised AASB No. 1028 “Employee Benefits”                          |   |     |   | **(1.0**      | **)**      |     |          |     |   |   | **(1.6**     | **)**      |     |   |     |   |
| Net profit attributable to members of  Rinker Group Limited                                                                          |   |     |   | **295.6**     | ** ** | 215.7    |          | 168.5    |   |   | **426.8**    | ** ** | 381.6    |   | 329.3    |   |
| Other                                                                                                                                |   |     |   | **—**    | ** ** | —   |          | —   |   |   | **2.0**      | ** ** | —   |   | (0.4     | )      |
|                                                                                                                                 |   |     |   |          |       |     |          |     |   |   |         |       |     |   |     |   |
| **Total available for  appropriation**                                                                                               |   |     |   | **666.1**     | ** ** | 381.2    |          | 165.5    |   |   | **1,154.2**  | ** ** | 743.1    |   | 361.5    |   |
| Dividends provided for or paid                                                                                                       |   | 7        |   | **(84.1**     | **)**      | (9.7     | )             | —   |   |   | **(122.8**   | **)**      | (16.1    | )      | —   |   |
|                                                                                                                                 |   |     |   |          |       |     |          |     |   |   |         |       |     |   |     |   |
| **Retained profits at  end of the financial year**                                                                                   |   |     |   | **582.0**     | ** ** | 371.5    |          | 165.5    |   |   | **1,031.4**  | ** ** | 727.0    |   | 361.5    |   |
|                                                                                                                                 |   |     |   |          | ** ** |     |          |     |   |   |         | ** ** |     |   |     |   |
|                                                                                                                                 |   |     |   | (dollars)     |       |     | (dollars)     |     |
| **Basic and diluted  earnings, dollars per share based on net profit attributable to members of  Rinker Group Limited(a)**           |   |     |   | 0.31          |       | 0.23     |          | 0.18     |   |   | 0.45         |       | 0.40     |   | 0.35     |   |

 

----

(a)           Calculation based on 944.9 million shares in fiscal year 2004 and 944.7million shares in fiscal years 2003 and 2002 (includes shares issued as aresult of demerger from CSR).

 

Notesto the consolidated financial statements are annexed

 

F-3

----

 

**Consolidatedstatement of financial position**

 

**As at March 31**

 

**Rinker Group Limited and its controlled entities**

 
|                                                        |   |     |   | **2004**      |       | **2003** |   |   | **2004**    |       | **2003** |   |
|-------------------------------------------------------------|--------|----------|--------|---------------|------------|----------|--------|--------|-------------|------------|----------|--------|
|                                                        |   | **Note** |   | **US$**       |       | **US$**  |   |   | **A$**      |       | **A$**   |   |
|                                                        |   |     |   | **(million)** |       |
| **Current assets**                                          |   |     |   |          |       |     |   |   |        |       |     |   |
|                                                        |   |     |   |          |       |     |   |   |        |       |     |   |
| Cash assets                                                 |   | 9        |   | **328.5**     | ** ** | 111.0    |   |   | **435.1**   | ** ** | 184.8    |   |
| Cash available from CSR Limited(a)                          |   |     |   | **—**    | ** ** | 153.3    |   |   | **—**  | ** ** | 255.3    |   |
| Receivables                                                 |   | 10       |   | **532.7**     | ** ** | 471.8    |   |   | **705.5**   | ** ** | 785.6    |   |
| Inventories                                                 |   | 11       |   | **263.9**     | ** ** | 233.2    |   |   | **349.5**   | ** ** | 388.2    |   |
| Other current assets                                        |   | 17       |   | **60.6**      | ** ** | 22.6     |   |   | **80.2**    | ** ** | 37.6     |   |
|                                                        |   |     |   |          |       |     |   |   |        |       |     |   |
| **Current assets**                                          |   |     |   | **1,185.7**   | ** ** | 991.9    |   |   | **1,570.3** | ** ** | 1,651.5  |   |
|                                                        |   |     |   |          | ** ** |     |   |   |        | ** ** |     |   |
| **Non-current assets**                                      |   |     |   |          | ** ** |     |   |   |        | ** ** |     |   |
| Receivables                                                 |   | 10       |   | **89.8**      | ** ** | 32.2     |   |   | **119.0**   | ** ** | 53.6     |   |
| Inventories                                                 |   | 11       |   | **42.1**      | ** ** | 46.4     |   |   | **55.7**    | ** ** | 77.3     |   |
| Investments accounted for using the equity  method          |   | 12       |   | **143.4**     | ** ** | 156.5    |   |   | **189.9**   | ** ** | 260.5    |   |
| Other financial assets                                      |   | 13       |   | **13.5**      | ** ** | 8.9      |   |   | **17.8**    | ** ** | 14.8     |   |
| Property, plant and equipment                               |   | 14       |   | **1,715.7**   | ** ** | 1,601.7  |   |   | **2,271.8** | ** ** | 2,666.8  |   |
| Intangibles                                                 |   | 16       |   | **838.8**     | ** ** | 896.5    |   |   | **1,110.7** | ** ** | 1,492.7  |   |
| Deferred income tax assets                                  |   | 8        |   | **60.2**      | ** ** | 60.7     |   |   | **79.7**    | ** ** | 101.1    |   |
| Other non-current assets                                    |   | 17       |   | **40.8**      | ** ** | 46.0     |   |   | **54.0**    | ** ** | 76.6     |   |
|                                                        |   |     |   |          |       |     |   |   |        |       |     |   |
| **Non-current assets**                                      |   |     |   | **2,944.3**   | ** ** | 2,848.9  |   |   | **3,898.6** | ** ** | 4,743.4  |   |
|                                                        |   |     |   |          |       |     |   |   |        |       |     |   |
| **Total assets**                                            |   |     |   | **4,130.0**   | ** ** | 3,840.8  |   |   | **5,468.9** | ** ** | 6,394.9  |   |
|                                                        |   |     |   |          | ** ** |     |   |   |        | ** ** |     |   |
| **Current liabilities**                                     |   |     |   |          | ** ** |     |   |   |        | ** ** |     |   |
| Payables                                                    |   | 18       |   | **459.8**     | ** ** | 366.5    |   |   | **608.9**   | ** ** | 610.3    |   |
| Interest-bearing liabilities                                |   | 19       |   | **17.4**      | ** ** | 161.7    |   |   | **23.0**    | ** ** | 269.2    |   |
| Income tax liabilities                                      |   |     |   | **57.7**      | ** ** | 10.2     |   |   | **76.4**    | ** ** | 17.0     |   |
| Provisions                                                  |   | 21       |   | **88.9**      | ** ** | 78.9     |   |   | **117.8**   | ** ** | 131.3    |   |
|                                                        |   |     |   |          |       |     |   |   |        |       |     |   |
| **Current liabilities**                                     |   |     |   | **623.8**     | ** ** | 617.3    |   |   | **826.1**   | ** ** | 1,027.8  |   |
|                                                        |   |     |   |          | ** ** |     |   |   |        | ** ** |     |   |
| **Non-current  liabilities**                                |   |     |   |          | ** ** |     |   |   |        | ** ** |     |   |
| Payables                                                    |   |     |   | **19.4**      | ** ** | 21.6     |   |   | **25.7**    | ** ** | 35.9     |   |
| Interest-bearing liabilities                                |   | 19       |   | **912.4**     | ** ** | 1,051.5  |   |   | **1,208.2** | ** ** | 1,750.7  |   |
| Deferred income tax liabilities                             |   | 8        |   | **222.8**     | ** ** | 202.6    |   |   | **295.1**   | ** ** | 337.4    |   |
| Provisions                                                  |   | 21       |   | **71.0**      | ** ** | 63.6     |   |   | **94.0**    | ** ** | 105.9    |   |
|                                                        |   |     |   |          |       |     |   |   |        |       |     |   |
| **Non-current  liabilities**                                |   |     |   | **1,225.6**   | ** ** | 1,339.3  |   |   | **1,623.0** | ** ** | 2,229.9  |   |
|                                                        |   |     |   |          |       |     |   |   |        |       |     |   |
| **Total liabilities**                                       |   |     |   | **1,849.4**   | ** ** | 1,956.6  |   |   | **2,449.1** | ** ** | 3,257.7  |   |
|                                                        |   |     |   |          |       |     |   |   |        |       |     |   |
| **Net assets**                                              |   |     |   | **2,280.6**   | ** ** | 1,884.2  |   |   | **3,019.8** | ** ** | 3,137.2  |   |
|                                                        |   |     |   |          | ** ** |     |   |   |        | ** ** |     |   |
| **Equity**                                                  |   |     |   |          | ** ** |     |   |   |        | ** ** |     |   |
| Contributed equity                                          |   | 22       |   | **1,497.1**   | ** ** | 1,496.5  |   |   | **2,286.2** | ** ** | 2,285.4  |   |
| Reserves                                                    |   | 23       |   | **196.6**     | ** ** | 6.0      |   |   | **(304.3**  | **)**      | 107.9    |   |
| Retained profits                                            |   |     |   | **582.0**     | ** ** | 371.5    |   |   | **1,031.4** | ** ** | 727.0    |   |
|                                                        |   |     |   |          |       |     |   |   |        |       |     |   |
| **Equity attributable  to members of Rinker Group Limited** |   |     |   | **2,275.7**   | ** ** | 1,874.0  |   |   | **3,013.3** | ** ** | 3,120.3  |   |
| Outside equity interests in controlled  entities            |   | 24       |   | **4.9**       | ** ** | 10.2     |   |   | **6.5**     | ** ** | 16.9     |   |
|                                                        |   |     |   |          | ** ** |     |   |   |        | ** ** |     |   |
| **Total equity**                                            |   |     |   | **2,280.6**   | ** ** | 1,884.2  |   |   | **3,019.8** | ** ** | 3,137.2  |   |

 

----

(a)   Cash held byCSR Limited as at March 31, 2003 and transferred on April 2, 2003 tosettle Rinker Materials Corporation debt as part of the debt reorganisation ondemerger.

 

Notesto the consolidated financial statements are annexed.

 

F-4

----

 

**Consolidated statement of cash flows**

 

**Year ended March 31**

 

**Rinker Group Limited and its controlled entities**

 
|                                                                                                                     |   |     |   | **2004**      |       | **2003** |          | **2002** |   |   | **2004**     |       | **2003** |   | **2002** |   |
|--------------------------------------------------------------------------------------------------------------------------|--------|----------|--------|---------------|------------|----------|---------------|----------|--------|--------|--------------|------------|----------|--------|----------|--------|
|                                                                                                                     |   | **Note** |   | **US$**       |       | **US$**  |          | **US$**  |   |   | **A$**       |       | **A$**   |   | **A$**   |   |
|                                                                                                                     |   |     |   | **(million)** |       |     | **(million)** |     |
| **Cash flows from  operating activities**                                                                                |   |     |   |          |       |     |          |     |   |   |         |       |     |   |     |   |
| Receipts from customers                                                                                                  |   |     |   | **3,857.2**   | ** ** | 3,032.9  |          | 2,636.0  |   |   | **5,542.8**  | ** ** | 5,364.8  |   | 5,159.8  |   |
| Payments to suppliers and employees                                                                                      |   |     |   | **(3,102.7**  | **)**      | (2,439.3 | )             | (2,127.0 | )      |   | **(4,472.9** | **)**      | (4,314.6 | )      | (4,168.8 | )      |
| Dividends and distributions from associate  entities                                                                     |   |     |   | **13.1**      | ** ** | 19.7     |          | 11.5     |   |   | **17.4**     | ** ** | 34.1     |   | 22.9     |   |
| Interest received                                                                                                        |   |     |   | **10.7**      | ** ** | 0.6      |          | 0.8      |   |   | **15.0**     | ** ** | 1.2      |   | 1.4      |   |
| Income taxes paid                                                                                                        |   |     |   | **(117.7**    | **)**      | (99.6    | )             | (75.9    | )      |   | **(155.3**   | **)**      | (172.8   | )      | (146.9   | )      |
|                                                                                                                     |   |     |   |          |       |     |          |     |   |   |         |       |     |   |     |   |
| **Net cash from  operating activities**                                                                                  |   |     |   | **660.6**     | ** ** | 514.3    |          | 445.4    |   |   | **947.0**    | ** ** | 912.7    |   | 868.4    |   |
|                                                                                                                     |   |     |   |          | ** ** |     |          |     |   |   |         | ** ** |     |   |     |   |
| **Cash flows from  investing activities**                                                                                |   |     |   |          | ** ** |     |          |     |   |   |         | ** ** |     |   |     |   |
| Purchase of property, plant and equipment  and other non-current assets                                                  |   |     |   | **(224.4**    | **)**      | (129.2   | )             | (165.7   | )      |   | **(340.2**   | **)**      | (233.5   | )      | (323.5   | )      |
| Proceeds from sale of property, plant and  equipment and other non-current assets                                        |   |     |   | **25.3**      | ** ** | 43.7     |          | 23.1     |   |   | **55.0**     | ** ** | 77.6     |   | 45.3     |   |
| Purchase of controlled entities and  businesses net of cash acquired                                                     |   | 34       |   | **(36.0**     | **)**      | (531.9   | )             | (79.0    | )      |   | **(49.2**    | **)**      | (971.8   | )      | (157.3   | )      |
| Proceeds from sale of interests in  controlled entities and businesses                                                   |   | 34       |   | **4.3**       | ** ** | 26.0     |          | 16.7     |   |   | **5.8**      | ** ** | 45.5     |   | 32.6     |   |
| Loans and receivables advanced                                                                                           |   |     |   | **(16.3**     | **)**      | (2.3     | )             | (0.5     | )      |   | **(23.3**    | **)**      | (3.9     | )      | (1.1     | )      |
| Loans and receivables repaid                                                                                             |   |     |   | **16.1**      | ** ** | 1.2      |          | 5.1      |   |   | **23.8**     | ** ** | 2.5      |   | 9.9      |   |
|                                                                                                                     |   |     |   |          |       |     |          |     |   |   |         |       |     |   |     |   |
| **Net cash (used in)  investing activities**                                                                             |   |     |   | **(231.0**    | **)**      | (592.5   | )             | (200.3   | )      |   | **(328.1**   | **)**      | (1,083.6 | )      | (394.1   | )      |
|                                                                                                                     |   |     |   |          | ** ** |     |          |     |   |   |         | ** ** |     |   |     |   |
| **Cash flows from  financing activities**                                                                                |   |     |   |          | ** ** |     |          |     |   |   |         | ** ** |     |   |     |   |
| Net (repayment of) proceeds from borrowings                                                                              |   |     |   | **(297.9**    | **)**      | 223.7    |          | (203.4   | )      |   | **(455.5**   | **)**      | 422.2    |   | (389.9   | )      |
| Cash received from CSR Limited(a)                                                                                        |   |     |   | **192.6**     | ** ** | —   |          | —   |   |   | **315.5**    | ** ** | —   |   | —   |   |
| Dividends paid                                                                                                           |   |     |   | **(85.6**     | **)**      | —   |          | —   |   |   | **(122.8**   | **)**      | —   |   | —   |   |
| Dividends paid to outside equity interests                                                                               |   |     |   | **(1.4**      | **)**      | —   |          | (0.5     | )      |   | **(1.8**     | **)**      | —   |   | (1.1     | )      |
| Proceeds from issue of shares                                                                                            |   |     |   | **0.6**       | ** ** | —   |          | —   |   |   | **0.8**      | ** ** | —   |   | —   |   |
| Interest and other finance costs paid                                                                                    |   |     |   | **(53.0**     | **)**      | (51.0    | )             | (56.2    | )      |   | **(75.0**    | **)**      | (89.6    | )      | (111.8   | )      |
|                                                                                                                     |   |     |   |          |       |     |          |     |   |   |         |       |     |   |     |   |
| **Net cash from (used  in) financing activities**                                                                        |   |     |   | **(244.7**    | **)**      | 172.7    |          | (260.1   | )      |   | **(338.8**   | **)**      | 332.6    |   | (502.8   | )      |
|                                                                                                                     |   |     |   |          | ** ** |     |          |     |   |   |         | ** ** |     |   |     |   |
| **Net increase  (decrease) in cash held**                                                                                |   |     |   | **184.9**     | ** ** | 94.5     |          | (15.0    | )      |   | **280.1**    | ** ** | 161.7    |   | (28.5    | )      |
| Cash at the beginning of the financial year                                                                              |   |     |   | **111.0**     | ** ** | 14.8     |          | 28.7     |   |   | **184.8**    | ** ** | 28.0     |   | 58.4     |   |
| Effect of exchange rate changes                                                                                          |   |     |   | **32.6**      | ** ** | 1.7      |          | 1.1      |   |   | **(29.8**    | **)**      | (4.9     | )      | (1.9     | )      |
|                                                                                                                     |   |     |   |          |       |     |          |     |   |   |         |       |     |   |     |   |
| **Cash at the end of  the financial year**                                                                               |   | 9        |   | **328.5**     | ** ** | 111.0    |          | 14.8     |   |   | **435.1**    | ** ** | 184.8    |   | 28.0     |   |
|                                                                                                                     |   |     |   |          | ** ** |     |          |     |   |   |         | ** ** |     |   |     |   |
| **Reconciliation of  net profit attributable to members of Rinker Group Limited to net cash from  operating activities** |   |     |   |          | ** ** |     |          |     |   |   |         | ** ** |     |   |     |   |
| Operating profit after tax attributable to  members of Rinker Group Limited                                              |   |     |   | **295.6**     | ** ** | 215.7    |          | 168.5    |   |   | **426.8**    | ** ** | 381.6    |   | 329.3    |   |
| Depreciation, depletion and amortisation                                                                                 |   | 6        |   | **234.2**     | ** ** | 210.6    |          | 180.9    |   |   | **336.9**    | ** ** | 372.0    |   | 353.8    |   |
| Transfer to (from) provisions                                                                                            |   |     |   | **(2.1**      | **)**      | (0.2     | )             | 0.5      |   |   | **(1.5**     | **)**      | (0.3     | )      | 0.9      |   |
| Interest expense                                                                                                         |   | 5        |   | **54.6**      | ** ** | 49.3     |          | 56.8     |   |   | **78.9**     | ** ** | 87.1     |   | 111.3    |   |
| Other (profit) loss from ordinary  activities                                                                            |   | 2        |   | **11.6**      | ** ** | (20.8    | )             | (8.2     | )      |   | **15.7**     | ** ** | (37.0    | )      | (16.3    | )      |
| Outside equity interests’ share of profit                                                                           |   |     |   | **1.1**       | ** ** | 2.3      |          | 0.6      |   |   | **1.5**      | ** ** | 4.1      |   | 1.2      |   |
| Decrease (increase) in trade receivables  and other current assets                                                       |   |     |   | **(29.5**     | **)**      | 1.1      |          | 6.0      |   |   | **(51.1**    | **)**      | 1.7      |   | 11.6     |   |
| Decrease (increase) in current inventories                                                                               |   |     |   | **(18.2**     | **)**      | 2.8      |          | 7.9      |   |   | **(25.3**    | **)**      | 4.9      |   | 14.9     |   |
| Increase (decrease) in payables and other  liabilities                                                                   |   |     |   | **107.9**     | ** ** | 12.3     |          | (7.5     | )      |   | **138.4**    | ** ** | 22.6     |   | (14.7    | )      |
| Net change in tax balances                                                                                               |   |     |   | **31.2**      | ** ** | 16.3     |          | 23.3     |   |   | **60.9**     | ** ** | 30.0     |   | 44.6     |   |
| Other                                                                                                                    |   |     |   | **(25.8**     | **)**      | 24.9     |          | 16.6     |   |   | **(34.2**    | **)**      | 46.0     |   | 31.8     |   |
|                                                                                                                     |   |     |   |          |       |     |          |     |   |   |         |       |     |   |     |   |
| **Net cash from  operating activities**                                                                                  |   |     |   | **660.6**     | ** ** | 514.3    |          | 445.4    |   |   | **947.0**    | ** ** | 912.7    |   | 868.4    |   |

 

----

(a)  Aspart of the demerger the Rinker group received US$192.6 million or A$315.5million from CSR Limited.

 

Creditfacilities are shown in note 20.

Theconsolidated statement of cash flows is prepared in accordance with AustralianGAAP and therefore results in compliance with International Accounting StandardNo. 7 “Cash Flow Statements.”

 

Notes to the consolidated financial statements are annexed.

 

F-5

----

 

**Consolidated statement of changes in shareholders’equity**

 

**Year ended March 31**

 

**Rinker Group Limited and its controlled entities**

 
|                                                                                                    |   | **2004  US$** |       | **2003  US$** |          | **2002  US$** |   |   | **2004  A$** |       | **2003  A$** |   | **2002  A$** |   |
|---------------------------------------------------------------------------------------------------------|--------|---------------|------------|---------------|---------------|---------------|--------|--------|--------------|------------|--------------|--------|--------------|--------|
|                                                                                                    |   | **(million)** |       |          | **(million)** |          |
| **Issued and paid-up  capital(a)**                                                                      |   |          | ** ** |          |          |          |   |   |         | ** ** |         |   |         |   |
| Opening balance                                                                                         |   | **1,496.5**   | ** ** | 1,216.3       |          | 1,235.2       |   |   | **2,285.4**  | ** ** | 1,827.6      |   | 1,864.7      |   |
| Deemed equity contribution / distribution                                                               |   | **—**    | ** ** | 280.2         |          | (18.9         | )      |   | **—**   | ** ** | 457.8        |   | (37.1        | )      |
| Issue of shares                                                                                         |   | **0.6**       | ** ** | —        |          | —        |   |   | **0.8**      | ** ** | —       |   | —       |   |
|                                                                                                    |   |          | ** ** |          |          |          |   |   |         | ** ** |         |   |         |   |
| Closing balance                                                                                         |   | **1,497.1**   | ** ** | 1,496.5       |          | 1,216.3       |   |   | **2,286.2**  | ** ** | 2,285.4      |   | 1,827.6      |   |
|                                                                                                    |   |          | ** ** |          |          |          |   |   |         | ** ** |         |   |         |   |
| **Retained profits**                                                                                    |   |          | ** ** |          |          |          |   |   |         | ** ** |         |   |         |   |
| Balance at the beginning of the financial  year                                                         |   | **371.5**     | ** ** | 165.5         |          | (3.0          | )      |   | **727.0**    | ** ** | 361.5        |   | 32.6         |   |
| Adjustment to opening retained earnings on  adoption of revised AASB 1028 “Employee Benefits” |   | **(1.0**      | **)**      | —        |          | —        |   |   | **(1.6**     | **)**      | —       |   | —       |   |
| Other                                                                                                   |   | **—**    | ** ** | —        |          | —        |   |   | **2.0**      | ** ** | —       |   | (0.4         | )      |
| Net profit attributable to members of  Rinker Group Limited                                             |   | **295.6**     | ** ** | 215.7         |          | 168.5         |   |   | **426.8**    | ** ** | 381.6        |   | 329.3        |   |
|                                                                                                    |   |          |       |          |          |          |   |   |         |       |         |   |         |   |
| Total available for appropriation                                                                       |   | **666.1**     | ** ** | 381.2         |          | 165.5         |   |   | **1,154.2**  | ** ** | 743.1        |   | 361.5        |   |
| Dividends declared                                                                                      |   | **(84.1**     | **)**      | (9.7          | )             | —        |   |   | **(122.8**   | **)**      | (16.1        | )      | —       |   |
|                                                                                                    |   |          |       |          |          |          |   |   |         |       |         |   |         |   |
| Retained profits at the end of the  financial year                                                      |   | **582.0**     | ** ** | 371.5         |          | 165.5         |   |   | **1,031.4**  | ** ** | 727.0        |   | 361.5        |   |
|                                                                                                    |   |          | ** ** |          |          |          |   |   |         | ** ** |         |   |         |   |
| **Foreign currency  translation reserve**                                                               |   |          | ** ** |          |          |          |   |   |         | ** ** |         |   |         |   |
| Balance at the beginning of the financial  year                                                         |   | **6.0**       | ** ** | (38.1         | )             | (54.0         | )      |   | **107.9**    | ** ** | 353.6        |   | 480.5        |   |
| Exchange differences relating to overseas  net assets — net gain/(loss) on translation             |   | **190.6**     | ** ** | 43.6          |          | 15.9          |   |   | **(410.2**   | **)**      | (245.7       | )      | (127.3       | )      |
| Reserve of controlled entities disposed                                                                 |   | **—**    | ** ** | 0.5           |          | —        |   |   | **(2.0**     | **)**      | —       |   | 0.4          |   |
| Balance at the end of the financial year                                                                |   | **196.6**     | ** ** | 6.0           |          | (38.1         | )      |   | **(304.3**   | **)**      | 107.9        |   | 353.6        |   |
|                                                                                                    |   |          |       |          |          |          |   |   |         |       |         |   |         |   |
| **Total shareholders’  equity attributable to members of Rinker Group Limited**                    |   | **2,275.7**   | ** ** | 1,874.0       |          | 1,343.7       |   |   | **3,013.3**  | ** ** | 3,120.3      |   | 2,542.7      |   |

 

----

(a)   Changes inequity include deemed changes arising from changes in capital contributed bythe parent entity by way of either direct equity or interest free loans. Themajor transactions included were as follows.

 
|                                                                            |   | **2004  US$** |   | **2003  US$** |   | **2002  US$** |   |   | **2004  A$** |   | **2003  A$**  |   | **2002  A$** |   |
|---------------------------------------------------------------------------------|--------|---------------|--------|---------------|--------|---------------|--------|--------|--------------|--------|---------------|--------|--------------|--------|
|                                                                            |   |          |   | **(million)** |   |          |   |   |         |   | **(million)** |   |         |   |
|                                                                            |   |          |   |          |   |          |   |   |         |   |          |   |         |   |
| Deemed equity contribution / distribution  transactions                         |   |          |   |          |   |          |   |   |         |   |          |   |         |   |
| Cash committed from CSR Limited as part of  debt reorganisation on demerger     |   | —        |   | 153.3         |   | —        |   |   | —       |   | 255.3         |   | —       |   |
| Cash balance allocated from CSR Limited as  part of demerger                    |   | —        |   | 36.2          |   | —        |   |   | —       |   | 60.2          |   | —       |   |
| Fair value adjustment to asset acquired  from CSR Limited prior to the demerger |   | —        |   | 48.6          |   | —        |   |   | —       |   | 88.0          |   |         |   |
| Deemed reinvestment of dividend                                                 |   | —        |   | 9.7           |   | —        |   |   | —       |   | 16.1          |   | —       |   |
| Associate entities distributions remitted  to CSR Limited                       |   | —        |   | (10.1         | )      | (12.5         | )      |   | —       |   | (17.7         | )      | (24.6        | )      |
| Other transactions                                                              |   | —        |   | 42.5          |   | (6.4          | )      |   | —       |   | 55.9          |   | (12.5        | )      |
| Total                                                                           |   | —        |   | 280.2         |   | (18.9         | )      |   | —       |   | 457.8         |   | (37.1        | )      |

 

 

Notes to the consolidated financial statements are annexed.

 

F-6

----

 

**Significantaccounting policies**

**Rinker Group Limited and its controlled entities**

 

**Background**

On November 19, 2002, CSR Limited announced its intention todemerge its heavy building materials business (primarily aggregate, cement,concrete products and asphalt) to create an independent publicly tradedcompany. The company, Rinker Group Limited (formerly CSR Investments OverseasLimited) was effectively separated from CSR Limited on March 28, 2003following approval by the Federal Court of Australia, after shareholders votedin favour of the demerger on March 25, 2003.

 

Prior to effecting the demerger, through a series of transactionsinternal to the CSR Limited Group, Rinker Group Limited acquired CSR Limited’sinterests in CSR’s heavy building materials businesses (Readymix) and disposedof its other building products businesses, New Zealand Sugar Company Limitedand C.Czarnikow Limited to CSR Limited. Under Australian GAAP, all of theseacquisitions were accounted for at net fair value. Under US GAAP, the internaltransactions were accounted for as transactions among entities under commoncontrol. In preparing the accompanying financial statements, for periods priorto the demerger, the Readymix business has been included for each of thefinancial years presented, and the other building products businesses, NewZealand Sugar Company Limited and C. Czarnikow Limited have been excluded.  To consummate the demerger, CSR Limitedeffected a capital reduction and distribution to its shareholders in an amountequivalent to the value of Rinker Group Limited after the internal transferswere completed. The entitlement of CSR Limited’s shareholders to the capitalreduction and distribution was ultimately satisfied in the demerger through thedistribution to CSR Limited’s shareholders of shares in Rinker Group Limited ona one-for-one basis.

 

**Basis of accounting**

The accompanying financial statements have been prepared in accordancewith Australian Accounting Standards and other mandatory professional reportingrequirements.  These standards andreporting requirements form part of generally accepted accounting principles inAustralia (Australian GAAP).  Areconciliation of the major differences between these principles and thoseapplicable in the United States of America (US GAAP) is included as Note 37.

 

The financial report is prepared in accordance with the historical costconvention, except for certain assets which are at deemed cost. Unlessotherwise stated, the accounting policies adopted are consistent with those ofthe previous years.

 

The financial statements for the year ended March 31, 2004represent the actual results of Rinker Group Limited and its controlledentities for the period.  The financialstatements for the year ended March 31, 2003 and previous years have beenprepared on a carve-out basis and include the statements of financial position,financial performance, cash flows and changes in equity of Rinker Material’sUnited States businesses and of the Readymix businesses that were transferredto the Rinker group from the CSR group prior to the demerger.  These financial statements have beenprepared from historical accounting records of the CSR group and present all ofthe operations of the businesses as if the Rinker group had been a separateeconomic entity inclusive of all of these businesses during the year endedMarch 31, 2003 and previous years. The statement of financial performance for the year ended March 31,2003 and previous years includes general corporate overhead expenses related tocorporate headquarters and common support divisions of CSR Limited which havebeen estimated based on amounts previously incurred by CSR Limited, less thoseamounts considered specific to the remaining businesses of CSR Limited.  Management believes this allocation basis isa reasonable reflection of the utilisation of services by Rinker Group Limited.  The allocated costs, while reasonable, maynot necessarily be indicative of the costs that would have been incurred byRinker Group Limited if Rinker Group Limited had performed these functions orreceived services as a stand-alone entity. Following the demerger, Rinker Group Limited performed these functionsusing its own resources or purchased services and was responsible for the costsand expenses associated with the management of a public company.

 

During the year ended March 31, 2003 and previous years RinkerMaterials Corporation, a controlled entity of Rinker Group Limited, heldexternal debt.  In addition, otherfinancing was obtained through CSR Limited or CSR Finance Limited, a 100% ownedsubsidiary of CSR Limited.  Financingobtained from CSR was extinguished prior to March 31, 2003.  Other businesses, previously owned by CSRLimited and now owned by Rinker Group Limited were funded through equitycontributions.  The statement offinancial performance for the year ended March 31, 2003, includes theassociated interest expense for the external debt and interest-bearingintercompany debt.  The statement offinancial performance for the year ended March 31, 2003 and previous yearsdoes not include any interest expense on non-interest bearing intercompanydebt.

 

Changes to equity in the periods presented arise from net income orloss, other comprehensive income and other deemed contributions/distributionswith CSR Limited.

 

F-7

----

 

**Changes in Accounting Policy**

Rinker Group Limited has adopted the revised Accounting Standard AASBNo. 1028 “Employee Benefits”, which has resulted in a change in the accountingpolicy for the measurement of employee benefit liabilities.  The effect of the revised policy has been todecrease consolidated retained profits and increase employee benefitliabilities at the beginning of the year by US$1.3 million or A$2.1 million,which was taken directly to retained profits (US$1.0 million or A$1.6 millionafter tax).  Current year profits didnot change as a result of this change in accounting policy.

 

**Reporting Currency**

Rinker has obtained relief from the Australian Securities andInvestments Commission (ASIC) under section 340 (1) of the CorporationsAct 2001, relieving the company from the requirements of Australian AccountingStandards to the extent necessary to allow Rinker to report in both Australiandollars and United States dollars.  TheUnited States dollar amounts have been determined using the actual US dollaramounts for Rinker Materials Corporation and translating all other entities atreporting date using the current rate method. Exchange differences are brought to account by entries made directly tothe foreign currency translation reserve.

 

**Principles of consolidation/combination**

The financial report is prepared for the economic entity, being RinkerGroup Limited (parent entity) and the entities it controls following thetransfer of certain businesses and entities between Rinker Group Limited andCSR Limited (collectively the “Rinker group”). In these financial statements:

• exceptfor the demerger related transfers, results of each controlled entity areincluded from the date Rinker Group Limited obtains control and until such timeas it ceases to control the entity; and

• allintercompany balances and transactions are eliminated.

Entities controlled by Rinker Group Limited are under no obligation toaccept responsibility for liabilities of other common controlled entitiesexcept where such an obligation has been specifically undertaken.

 

**Recoverable amount of non-current assets**

Non-current assets are reviewed annually to ensure the carrying valuesare not in excess of recoverable amounts. Recoverable amounts are determined as the present value of the net cashinflows from the continued use and subsequent disposal of the non-currentasset.

 

**Intangibles**

Goodwill arising from the purchase of controlled entities or businessesis amortised over the period which the benefits are expected to arise to amaximum of 20 years. Patents, trademarks and other intellectual property acquiredare valued at the lower of cost and recoverable amount and are amortised overthe period in which the benefits are expected to arise varying from five to 40years.

 

**Statement of cash flows**

Cash is defined as cash at banks and on hand and cash equivalents netof bank overdrafts. Cash equivalents include highly liquid investments whichare readily convertible to cash.

 

**Capitalisation of interest**

The Rinker group capitalises interest expense during the newconstruction or upgrade of qualifying assets. Following commissioning, the total capitalised cost including interestis amortised over the expected useful life of the project. Interest expensecapitalised is shown in Note 5.

 

**Acquisition of assets**

Assets acquired are recorded at the cost of acquisition, being thepurchase consideration determined as at the date of acquisition plus costsincidental to the acquisition.  In theevent that settlement of all or part of the cash consideration given in theacquisition of an asset is deferred, the fair value of the purchaseconsideration is determined by discounting the amounts payable in the future totheir present value as at the date of acquisition.

 

**Depreciation (including amortisation anddepletion)**

Depreciable assets other than quarry and other raw material reservesare depreciated at rates based upon their expected economic life, using thestraight-line method. Quarry and other raw material reserves are depleted aftertaking into account the life of the quarry and its estimated residual value.Depletion is determined by production for the year as a proportion ofrecoverable (proven and probable) reserves. The economic lives of property,plant and equipment assets are detailed in Note 14.

 

F-8

----

 

**Inventories**

Inventories including work in progress and land held for resale arevalued at the lower of cost and net realisable value. Costs included ininventories consist of materials, labour, and manufacturing overheads which arerelated to the purchase and production of inventories.  The value of inventory is derived by themethod most appropriate to each particular class of inventory. The majorportion is valued on either a first-in-first-out or average cost basis.

 

**Software and system development**

The cost of developing new systems, including purchased software, isdeferred and subsequently amortised over a period of five to seven years, beingthe period over which the benefits are expected to arise. Costs associated withsoftware developed or purchased for internal use are capitalised when both aproject stage is completed and management of the Rinker group has authorisedwhatever funding is required so that the entire project is probable ofcompletion for the function intended.

 

Capitalised internal-use software costs include only:

1) External direct costs of materials and services consumed indeveloping or obtaining the software,

2) Payroll and payroll-related costs for employees who are directlyassociated with and who devote time to the project, and

3) Interest costs incurred, when material, while developing thesoftware.

 

Capitalisation of these costs ceases no later than the point at whichthe project is substantially complete and ready for its intended purpose.

 

**Restoration and environmental rehabilitation**

Provision is made for the restoration of areas from which naturalresources are extracted. The restoration cost is provided over the period inwhich the recoverable mineral reserves are expected to be extracted. Estimatesare based on current technology. Changes in estimates are dealt with on aprospective basis.  Provision is alsomade for the expected cost of environmental rehabilitation of commercial siteswhich require remediation of existing conditions resulting from present andpast operations. The liability is immediately recognised when the environmentalexposure is identified and the rehabilitation costs can be reliably estimated.

 

**Other provisions**

Provisions are recognised when the consolidated entity has a presentobligation, the future sacrifice of economic benefits is probable, and theamount of the provision can be measured reliably.  The amount recognised as a provision is the best estimate of theconsideration required to settle the present obligation at reporting date,taking into account the risks and uncertainties surrounding theobligation.  Where a provision ismeasured using the cashflows estimated to settle the present obligation, itscarrying amount is the present value of those cashflows.  A provision is recognised for dividends whenthey have been declared, or determined by the directors.

 

**Contribution to superannuation funds**

The Rinker group participates in several superannuation funds whichprovide benefits upon the disability, retirement, resignation or death ofemployees. Contributions to these funds are expensed as incurred. The currentlyassessed shortfall of net market value of plan assets compared to accruedbenefits has not been recognised as a liability in the financial statements asRinker Group Limited and its controlled entities do not presently have a legalor constructive obligation to meet the deficit, other than the annuallydetermined minimum funding amount.  Theannually determined minimum funding amount has been appropriately recognised asa liability at year end.  Additional detailson superannuation funds are provided in Note 32.

 

**Research and development**

All expenditure on research and development is expensed in the year inwhich it is incurred except where future benefits can be assured beyondreasonable doubt.  Projects arecontinually under review.

 

**Tax effect accounting**

The liability method of tax effect accounting is applied in thecalculation of provisions for current and future tax.

Tax expense for the year is based on pre-tax accounting profit adjustedfor items which, as a result of treatment under income tax legislation, createpermanent differences between pre-tax accounting profit and taxableincome.  To arrive at tax payable,adjustments to income tax are made for items which have been included inperiods for accounting purposes which differ from those specified by income taxlegislation.  The extent to which thesetiming differences give rise to income tax becoming payable earlier or laterthan is indicated by accounting treatment, is recorded in the statement of financialposition as a deferred income tax asset or a deferred income tax liability.

 

Deferred income tax assets arising from timing differences are notcarried forward as an asset unless realisation is assured beyond reasonabledoubt, whereas deferred income tax assets arising from tax losses are notcarried forward as an asset unless the losses can be regarded as beingvirtually certain of realisation.

 

F-9

----

 

No provision for withholding tax has been made on undistributedearnings of overseas controlled entities where there is no intention todistribute those earnings.  The Rinkergroup’s income taxes are calculated on a separate tax return basis. However,prior to the demerger, CSR Limited was managing its tax position for thebenefit of its entire portfolio of businesses, and its tax strategies are notnecessarily reflective of the tax strategies that the Rinker group would havefollowed or now follows on a stand-alone basis.

 

**Goods and Services Tax (GST)**

Revenues, expenses and assets are recognised net of the amount of GST,except:

• where theGST incurred on a purchase of goods and services is not recoverable from thetaxation authority, in which case the GST is recognised as part of the cost ofacquisition of the asset or as part of the expense item as applicable; and

•receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxationauthority is included as part of receivables or payables in the Statement ofFinancial Position.

 

Cashflows are included in the Statement of Cash Flows on a gross basisand the GST component of cash flows arising from investing and financingactivities, which is recoverable from, or payable to, the taxation authorityare classified as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GSTrecoverable from, or payable to , the taxation authority.

 

**Capital gains tax**

No liability has been provided in the financial statements in respectof possible future capital gains tax that may arise on the disposal of assets,as no decision has been made to sell any of these assets. Such liability isprovided at the time of disposal of assets. Where assets were revalued, noprovision for potential capital gains tax has been made.

 

**Use of estimates**

The preparation of the financial statements necessarily requiresmanagement to make estimates and assumptions that affect the reported amountsof assets and liabilities and disclosure of contingent assets and liabilitiesat the statement of financial position dates and the reported amounts ofrevenue and expense during the reported periods. Actual results could differfrom those estimates.

 

**Accounts payable**

Trade creditors and other accounts payable are recognised when theeconomic entity becomes obliged to make future payments resulting from thepurchase of goods and services.

 

**Revenue recognition**

Trading revenue is measured at the fair value of the considerationreceived, and is recognised when each of the following conditions are met:

(i)             Persuasiveevidence of an arrangement exists, which is usually in the form of acontractual arrangement.

(ii)          Titlein the product has transferred to the buyer.

(iii)       Theseller’s price to the buyer is fixed or determinable.

(iv)      Collectibilityis reasonably assured.

 

**Interest-bearing liabilities**

Bank loans and other loans are recorded at an amount equal to the netproceeds received.  Interest expense isrecognised on an accrual basis.

 

**Derivative and hedging activities**

The consolidated entity uses derivative financial instruments(“derivatives”) to hedge exposures to interest rate risk. In order to bedesignated as a hedge, at inception and during the term of the hedginginstrument, it must be expected that the hedge will be effective in reducingexposure to the risks being hedged. The hedge items include recognised assetsand liabilities and anticipated transactions that are probable of occurring.

 

**Interest rate hedging**

Interest rate swaps and options are used to vary the consolidatedentity’s mix of fixed and variable rate borrowings. These derivatives areaccounted for on an accrual basis consistent with the accounting treatment ofthe underlying borrowings. Both payments and receipts under the swaps areincluded in interest expense. The related amount payable to, or receivable fromcounterparties, is included in other receivables or other payables. Optionpremiums are deferred and amortised over the term of the option.

F-10

----

 

**Rounding**

Unless otherwise shown in the financial report, amounts have beenrounded to the nearest tenth of a million dollars and are shown in US$ millionand A$ million.

 

Rinker Group Limited is a company of the kind referred to in theAustralian Securities and Investments Commission Class Order 98/100 issuedJuly 10, 1998 and is therefore permitted under this class order to roundto the nearest tenth of a million dollars.

 

**Associates and partnerships**

Investments in associates and partnerships have been accounted forunder the equity method in the financial statements as the Rinker group hassignificant influence over the investees.

 

**Deferred costs**

Deferred costs are capitalised to the extent that they provide futureeconomic benefits.  They are amortisedover the period those benefits are expected to occur and their carrying valueis reviewed annually as part of the business recoverable amounts test.

 

**Significant items**

Significant items are those which by their size, nature or incidenceare relevant in explaining the financial performance of the consolidatedentity, and as such are disclosed separately.

 

**Foreign currency**

All foreign currency transactions during the year have been brought toaccount using the exchange rate in effect at the date of the transaction.Foreign currency monetary items at the reporting date are translated at theexchange rate existing at that date. Exchange differences are brought toaccount in net profit or loss in the period in which they arise except ifdesignated as hedges.  In accordancewith Rule 3-20(d) of Regulation S-X, assets and liabilities of foreignsubsidiaries, whose functional currency is the local currency, are translatedat year-end exchange rates. Income and expense items are translated at theweighted average rates of exchange prevailing during the year. The adjustmentresulting from translating the financial statements of such foreignsubsidiaries is reflected, net of tax, as a separate component of shareholdersequity.  The exchange rate used is theAustralian 9:55 a.m. hedge settlement rate at the end of each month.

 

**Employee entitlements**

Provision is made for benefits accruing to employees in respect ofwages and salaries, annual leave, long service leave and other employeebenefits when it is probable that settlement will be required and they arecapable of being reliably measured. Provisions made in respect of wages and salaries, annual leave, longservice leave, and other employee benefits expected to be settled within 12months, are measured at their nominal values using the remuneration rateexpected to apply at the time of settlement. Provisions made in respect of long service leave and other employeebenefits, which are not expected to be settled within 12 months are measured asthe present value of the estimated future cash outflows to be made in respectof services provided by employees up to reporting date.

Contributions to defined benefit superannuation plans are expensed whenincurred.

 

**Uninsured losses and future claims**

Provisions for uninsured losses and future claims includes retainedlosses within insurance policies for workers compensation, product liability,general liability, automobile liability and employee medical plan claims. Theprovisions are based on actuarial calculations and include amounts for claimsincurred but not reported as well as increases in claims that have beenreported.

 

F-11

----

 

**Accounting standards not yet effective**

Revised Australian Accounting Standard AASB No. 1020 “Income Taxes” isapplicable to financial years beginning on or after January 1, 2005 (yearending March 31, 2006 for Rinker Group Limited) and has the following keyimplications:

• Forassets that have previously been revalued upwards, the Rinker group willrecognise the equivalent deferred tax liability.  When these assets are subsequently depreciated, the additionaldepreciation will then be tax effected and will result in an increased profitafter tax compared to the existing standard.

• Foracquisitions, the seller’s assets and liabilities have initially been recordedby the Rinker group at fair value (which may be above their tax bases).  Under the new standard, the Rinker group mayhave to record a deferred tax liability for this increased value.  This will cause differences in deferred taxbalances and goodwill recorded in accounting for the Rinker group recent andpast acquisitions.  When the net fairvalues are greater than the tax bases, a deferred tax liability will berecorded causing goodwill to be increased.

 

A project is being undertaken by the Rinker group to consider both theongoing impact to the Rinker group and the impact on initial adoption.  The transitional provisions require allprevious acquisitions to be revisited where practicable.

 

F-12

----

 

**Notes tothe financial statements**

 

**Rinker Group Limited and its controlled entities**

 

**1****                                        ****Segment information**

 
|                                                   |   | **US$  million** |       |     | **A$ million** |     |
|--------------------------------------------------------|--------|------------------|------------|----------|----------------|----------|
|                                                   |   | **2004**         |       | **2003** |           | **2002** |   |   | **2004** |   | **2003** |   | **2002** |   |
| **Business and  geographic segments**                  |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| Profit from ordinary activities                        |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| •  United States - Rinker Materials               |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| •  Aggregates                                     |   | **138.2**        | ** ** | 104.0    |           | 89.5     |   |   | **200.9** | ** ** | 185.4 |   | 175.0 |   |
| •  Cement                                         |   | **95.5**         | ** ** | 86.8     |           | 76.7     |   |   | **137.6** | ** ** | 153.5 |   | 150.1 |   |
| •  Concrete, block, asphalt                       |   | **116.4**        | ** ** | 85.8     |           | 63.3     |   |   | **166.9** | ** ** | 151.3 |   | 123.7 |   |
| •  Concrete pipe and products                     |   | **53.1**         | ** ** | 60.1     |           | 78.4     |   |   | **78.6** | ** ** | 107.6 |   | 153.8 |   |
| •  Other                                          |   | **(11.4**        | **)**      | (3.1     | )              | (1.8     | ) |   | **(16.0** | **)** | (5.8 | ) | (4.1 | ) |
| •  Total United States - Rinker Materials         |   | **391.8**        | ** ** | 333.6    |           | 306.1    |   |   | **568.0** | ** ** | 592.0 |   | 598.5 |   |
| •  Readymix - Australia and China                 |   | **110.1**        | ** ** | 67.8     |           | 31.0     |   |   | **158.3** | ** ** | 119.5 |   | 60.6 |   |
|                                                   |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| **Segment total**                                      |   | **501.9**        | ** ** | 401.4    |           | 337.1    |   |   | **726.3** | ** ** | 711.5 |   | 659.1 |   |
| •  Corporate                                      |   | **(9.2**         | **)**      | (7.6     | )              | (6.9     | ) |   | **(13.0** | **)** | (13.4 | ) | (13.4 | ) |
|                                                   |   | **492.7**        |       | 393.8    |           | 330.2    |   |   | **713.3** | ** ** | 698.1 |   | 645.7 |   |
| Finance (Note 5)                                       |   | **(47.2**        | **)**      | (59.0    | )              | (63.2    | ) |   | **(68.8** | **)** | (104.3 | ) | (123.7 | ) |
|                                                   |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| **Profit from ordinary activities before  income tax** |   | **445.5**        | ** ** | 334.8    |           | 267.0    |   |   | **644.5** | ** ** | 593.8 |   | 522.0 |   |
|                                                   |   |             | ** ** |     |           |     |   |   |   | ** ** |   |   |   |   |
| Income tax                                             |   |             | ** ** |     |           |     |   |   |   | ** ** |   |   |   |   |
| •  United States - Rinker Materials               |   |             | ** ** |     |           |     |   |   |   | ** ** |   |   |   |   |
| •  Aggregates                                     |   | **46.9**         | ** ** | 37.9     |           | 32.4     |   |   | **68.2** | ** ** | 67.4 |   | 63.5 |   |
| •  Cement                                         |   | **36.8**         | ** ** | 36.6     |           | 32.3     |   |   | **52.9** | ** ** | 64.8 |   | 63.2 |   |
| •  Concrete, block, asphalt                       |   | **45.8**         | ** ** | 33.7     |           | 24.2     |   |   | **65.7** | ** ** | 59.7 |   | 47.4 |   |
| •  Concrete pipe and products                     |   | **21.5**         | ** ** | 23.7     |           | 30.2     |   |   | **31.7** | ** ** | 42.3 |   | 59.3 |   |
| •  Other                                          |   | **(7.3**         | **)**      | (0.4     | )              | (0.3     | ) |   | **(9.7** | **)** | (1.0 | ) | (0.6 | ) |
| •  Total United States - Rinker Materials         |   | **143.7**        | ** ** | 131.5    |           | 118.8    |   |   | **208.8** | ** ** | 233.2 |   | 232.8 |   |
| •  Readymix - Australia and China                 |   | **29.5**         | ** ** | 13.6     |           | 4.7      |   |   | **42.6** | ** ** | 25.4 |   | 8.9 |   |
|                                                   |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| **Segment total**                                      |   | **173.2**        | ** ** | 145.1    |           | 123.5    |   |   | **251.4** | ** ** | 258.6 |   | 241.7 |   |
| •  Corporate                                      |   | **(2.6**         | **)**      | (2.3     | )              | (2.0     | ) |   | **(3.7** | **)** | (4.0 | ) | (4.0 | ) |
|                                                   |   | **170.6**        |       | 142.8    |           | 121.5    |   |   | **247.7** | ** ** | 254.6 |   | 237.7 |   |
| Finance (Note 5)                                       |   | **(21.8**        | **)**      | (26.0    | )              | (23.6    | ) |   | **(31.5** | **)** | (46.5 | ) | (46.2 | ) |
|                                                   |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| **Income tax**                                         |   | **148.8**        | ** ** | 116.8    |           | 97.9     |   |   | **216.2** | ** ** | 208.1 |   | 191.5 |   |
|                                                   |   |             | ** ** |     |           |     |   |   |   | ** ** |   |   |   |   |
| Outside equity interest                                |   |             | ** ** |     |           |     |   |   |   | ** ** |   |   |   |   |
| •  United States - Rinker Materials               |   |             | ** ** |     |           |     |   |   |   | ** ** |   |   |   |   |
| •  Aggregates                                     |   | **0.1**          | ** ** | —   |           | —   |   |   | **0.1** | ** ** | — |   | — |   |
| •  Cement                                         |   | **—**       | ** ** | —   |           | —   |   |   | **—** | ** ** | — |   | — |   |
| •  Concrete, block, asphalt                       |   | **0.1**          | ** ** | 0.1      |           | —   |   |   | **0.2** | ** ** | 0.3 |   | — |   |
| •  Concrete pipe and products                     |   | **—**       | ** ** | —   |           | —   |   |   | **—** | ** ** | — |   | — |   |
| •  Other                                          |   | **0.9**          | ** ** | 1.2      |           | 0.4      |   |   | **1.2** | ** ** | 2.0 |   | 0.7 |   |
|                                                   |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| •  Total United States - Rinker Materials         |   | **1.1**          | ** ** | 1.3      |           | 0.4      |   |   | **1.5** | ** ** | 2.3 |   | 0.7 |   |
| •  Readymix - Australia and China                 |   | **—**       | ** ** | 1.1      |           | 0.5      |   |   | **—** | ** ** | 2.1 |   | 1.1 |   |
|                                                   |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| **Segment total**                                      |   | **1.1**          | ** ** | 2.4      |           | 0.9      |   |   | **1.5** | ** ** | 4.4 |   | 1.8 |   |
| •  Corporate                                      |   | **—**       | ** ** | —   |           |     |   |   | **—** | ** ** | — |   | — |   |
|                                                   |   | **1.1**          |       | 2.4      |           | 0.9      |   |   | **1.5** | ** ** | 4.4 |   | 1.8 |   |
| Finance (Note 5)                                       |   | **—**       | ** ** | (0.1     | )              | (0.3     | ) |   | **—** | ** ** | (0.3 | ) | (0.6 | ) |
| **Outside equity  interest**                           |   | **1.1**          | ** ** | 2.3      |           | 0.6      |   |   | **1.5** | ** ** | 4.1 |   | 1.2 |   |

 

F-13

----

 
|                                                            |   | **US$  million** |       |     | **A$ million** |     |
|-----------------------------------------------------------------|--------|------------------|------------|----------|----------------|----------|
|                                                            |   | **2004**         |       | **2003** |           | **2002** |   |   | **2004** |   | **2003** |   | **2002** |   |
| Net Profit                                                      |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| •  United States - Rinker Materials                        |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| •  Aggregates                                              |   | **91.2**         | ** ** | 66.1     |           | 57.1     |   |   | **132.6** | ** ** | 118.0 |   | 111.5 |   |
| •  Cement                                                  |   | **58.7**         | ** ** | 50.2     |           | 44.4     |   |   | **84.7** | ** ** | 88.7 |   | 86.9 |   |
| •  Concrete, block, asphalt                                |   | **70.5**         | ** ** | 52.0     |           | 39.1     |   |   | **101.0** | ** ** | 91.3 |   | 76.3 |   |
| •  Concrete pipe and products                              |   | **31.6**         | ** ** | 36.4     |           | 48.2     |   |   | **46.9** | ** ** | 65.3 |   | 94.5 |   |
| •  Other                                                   |   | **(5.0**         | **)**      | (3.9     | )              | (1.9     | ) |   | **(7.5** | **)** | (6.8 | ) | (4.2 | ) |
| •  Total United States - Rinker Materials                  |   | **247.0**        | ** ** | 200.8    |           | 186.9    |   |   | **357.7** | ** ** | 356.5 |   | 365.0 |   |
| •  Readymix - Australia and China                          |   | **80.6**         | ** ** | 53.1     |           | 25.8     |   |   | **115.7** | ** ** | 92.0 |   | 50.6 |   |
|                                                            |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| **Segment total**                                               |   | **327.6**        | ** ** | 253.9    |           | 212.7    |   |   | **473.4** | ** ** | 448.5 |   | 415.6 |   |
| •  Corporate                                               |   | **(6.6**         | **)**      | (5.3     | )              | (4.9     | ) |   | **(9.3** | **)** | (9.4 | ) | (9.4 | ) |
|                                                            |   | **321.0**        |       | 248.6    |           | 207.8    |   |   | **464.1** | ** ** | 439.1 |   | 406.2 |   |
| Finance (Note 5)                                                |   | **(25.4**        | **)**      | (32.9    | )              | (39.3    | ) |   | **(37.3** | **)** | (57.5 | ) | (76.9 | ) |
|                                                            |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| **Net Profit attributable to members of  Rinker Group Limited** |   | **295.6**        | ** ** | 215.7    |           | 168.5    |   |   | **426.8** | ** ** | 381.6 |   | 329.3 |   |
|                                                            |   |             | ** ** |     |           |     |   |   |   | ** ** |   |   |   |   |
| Trading revenue(a)                                              |   |             | ** ** |     |           |     |   |   |   | ** ** |   |   |   |   |
| •  United States - Rinker Materials                        |   |             | ** ** |     |           |     |   |   |   | ** ** |   |   |   |   |
| •  Aggregates                                              |   | **802.6**        | ** ** | 626.0    |           | 489.3    |   |   | **1,157.7** | ** ** | 1,108.6 |   | 957.0 |   |
| •  Cement                                                  |   | **377.0**        | ** ** | 327.2    |           | 312.1    |   |   | **542.5** | ** ** | 579.2 |   | 610.4 |   |
| •  Concrete, block, asphalt                                |   | **1,365.0**      | ** ** | 1,010.1  |           | 770.5    |   |   | **1,968.8** | ** ** | 1,782.8 |   | 1,506.7 |   |
| •  Concrete pipe and products                              |   | **421.4**        | ** ** | 437.0    |           | 484.0    |   |   | **611.5** | ** ** | 777.2 |   | 947.4 |   |
| •  Other                                                   |   | **410.6**        | ** ** | 396.6    |           | 401.5    |   |   | **591.6** | ** ** | 703.5 |   | 786.5 |   |
| •  Eliminations and unallocated                            |   | **(509.0**       | **)**      | (413.9   | )              | (354.1   | ) |   | **(733.6** | **)** | (733.7 | ) | (692.5 | ) |
|                                                            |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| •  Total United States - Rinker Materials                  |   | **2,867.6**      | ** ** | 2,383.0  |           | 2,103.3  |   |   | **4,138.5** | ** ** | 4,217.6 |   | 4,115.5 |   |
| •  Readymix - Australia                                    |   | **802.2**        | ** ** | 539.9    |           | 447.6    |   |   | **1,148.3** | ** ** | 956.0 |   | 874.1 |   |
| •  Readymix - China                                        |   | **36.4**         | ** ** | 32.6     |           | 26.4     |   |   | **52.7** | ** ** | 58.1 |   | 51.4 |   |
|                                                            |   |             | ** ** |     |           |     |   |   |   | ** ** |   |   |   |   |
| **Total trading  revenue**                                      |   | **3,706.2**      | ** ** | 2,955.5  |           | 2,577.3  |   |   | **5,339.5** | ** ** | 5,231.7 |   | 5,041.0 |   |

 

----

(a)                                  Trading revenue is allocated to thegeographic area on the basis of where the sale originated.

 

F-14

----

 
|                                           |   | **US$  million** |       |     | **A$ million** |     |
|------------------------------------------------|--------|------------------|------------|----------|----------------|----------|
|                                           |   | **2004**         |       | **2003** |           | **2002** |   |   | **2004** |   | **2003** |   | **2002** |   |
|                                           |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| External revenue(b)                            |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| •  United States - Rinker Materials       |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| •  Aggregates                             |   | **491.9**        | ** ** | 393.4    |           | 314.2    |   |   | **710.2** | ** ** | 692.5 |   | 614.1 |   |
| •  Cement                                 |   | **183.8**        | ** ** | 152.0    |           | 153.7    |   |   | **263.8** | ** ** | 269.0 |   | 300.9 |   |
| •  Concrete, block, asphalt               |   | **1,367.8**      | ** ** | 1,014.2  |           | 776.5    |   |   | **1,972.8** | ** ** | 1,792.6 |   | 1,519.0 |   |
| •  Concrete pipe and products             |   | **423.3**        | ** ** | 456.2    |           | 487.2    |   |   | **614.3** | ** ** | 810.8 |   | 953.1 |   |
| •  Other                                  |   | **421.1**        | ** ** | 420.1    |           | 406.1    |   |   | **605.5** | ** ** | 746.2 |   | 794.6 |   |
|                                           |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| •  Total United States - Rinker Materials |   | **2,887.9**      | ** ** | 2,435.9  |           | 2,137.7  |   |   | **4,166.6** | ** ** | 4,311.1 |   | 4,181.7 |   |
| •  Readymix - Australia and China         |   | **850.1**        | ** ** | 593.2    |           | 482.9    |   |   | **1,217.9** | ** ** | 1,050.5 |   | 943.8 |   |
|                                           |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| **Segment total**                              |   | **3,738.0**      | ** ** | 3,029.1  |           | 2,620.6  |   |   | **5,384.5** | ** ** | 5,361.6 |   | 5,125.5 |   |
| •  Interest revenue (Note 4)              |   | **11.7**         | ** ** | 0.3      |           | 0.7      |   |   | **16.4** | ** ** | 0.6 |   | 1.4 |   |
|                                           |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| **Total external  revenue**                    |   | **3,749.7**      | ** ** | 3,029.4  |           | 2,621.3  |   |   | **5,400.9** | ** ** | 5,362.2 |   | 5,126.9 |   |
|                                           |   |             | ** ** |     |           |     |   |   |   | ** ** |   |   |   |   |
| Internal revenue(c)                            |   |             | ** ** |     |           |     |   |   |   | ** ** |   |   |   |   |
| •  United States - Rinker Materials       |   |             | ** ** |     |           |     |   |   |   | ** ** |   |   |   |   |
| •  Aggregates                             |   | **314.5**        | ** ** | 238.7    |           | 194.4    |   |   | **453.1** | ** ** | 428.0 |   | 388.1 |   |
| •  Cement                                 |   | **194.5**        | ** ** | 175.3    |           | 159.7    |   |   | **280.5** | ** ** | 312.4 |   | 316.8 |   |
| •  Concrete, block, asphalt               |   | **—**       | ** ** | —   |           | —   |   |   | **—** | ** ** | — |   | — |   |
| •  Concrete pipe and products             |   | **—**       | ** ** | —   |           | —   |   |   | **—** | ** ** | — |   | — |   |
| •  Other                                  |   | **—**       | ** ** | —   |           | —   |   |   | **—** | ** ** | — |   | — |   |
| •  Eliminations                           |   | **(509.0**       | **)**      | (414.0   | )              | (354.1   | ) |   | **(733.6** | **)** | (740.4 | ) | (704.9 | ) |
| •  Total United States - Rinker Materials |   | **—**       | ** ** | —   |           |     |   |   |   | ** ** | **—** |   | **—** |   |
| •  Readymix - Australia and China         |   | **—**       | ** ** | —   |           | —   |   |   | **—** | ** ** | — |   | — |   |
|                                           |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| **Total internal revenue**                     |   | **—**       | ** ** | —   |           | —   |   |   | **—** | ** ** | — |   | — |   |
|                                           |   |             | ** ** |     |           |     |   |   |   | ** ** |   |   |   |   |
| Total revenue(d)                               |   |             | ** ** |     |           |     |   |   |   | ** ** |   |   |   |   |
| •  United States - Rinker Materials       |   |             | ** ** |     |           |     |   |   |   | ** ** |   |   |   |   |
| •  Aggregates                             |   | **806.4**        | ** ** | 632.1    |           | 508.6    |   |   | **1,163.3** | ** ** | 1,120.5 |   | 1,002.2 |   |
| •  Cement                                 |   | **378.3**        | ** ** | 327.3    |           | 313.4    |   |   | **544.3** | ** ** | 581.4 |   | 617.7 |   |
| •  Concrete, block, asphalt               |   | **1,367.8**      | ** ** | 1,014.2  |           | 776.5    |   |   | **1,972.8** | ** ** | 1,792.6 |   | 1,519.0 |   |
| •  Concrete pipe and products             |   | **423.3**        | ** ** | 456.2    |           | 487.2    |   |   | **614.3** | ** ** | 810.8 |   | 953.1 |   |
| •  Other                                  |   | **421.1**        | ** ** | 420.1    |           | 406.1    |   |   | **605.5** | ** ** | 746.2 |   | 794.6 |   |
| •  Eliminations                           |   | **(509.0**       | **)**      | (414.0   | )              | (354.1   | ) |   | **(733.6** | **)** | (740.4 | ) | (704.9 | ) |
|                                           |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| •  Total United States - Rinker Materials |   | **2,887.9**      | ** ** | 2,435.9  |           | 2,137.7  |   |   | **4,166.6** | ** ** | 4,311.1 |   | 4,181.7 |   |
| •  Readymix - Australia and China         |   | **850.1**        | ** ** | 593.2    |           | 482.9    |   |   | **1,217.9** | ** ** | 1,050.5 |   | 943.8 |   |
|                                           |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| **Segment total**                              |   | **3,738.0**      | ** ** | 3,029.1  |           | 2,620.6  |   |   | **5,384.5** | ** ** | 5,361.6 |   | 5,125.5 |   |
| •  Interest revenue (Note 4)              |   | **11.7**         | ** ** | 0.3      |           | 0.7      |   |   | **16.4** | ** ** | 0.6 |   | 1.4 |   |
|                                           |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| **Total revenue**                              |   | **3,749.7**      | ** ** | 3,029.4  |           | 2,621.3  |   |   | **5,400.9** | ** ** | 5,362.2 |   | 5,126.9 |   |

 

----

(b)                                 External revenue means revenue recognised insegment profit from ordinary activities before income tax resulting from theactivities of the segment, excluding revenue generated from sales to othersegments within the group.

 

(c)                                  Internal revenue means revenue generated fromsales between segments, with prices based upon the actual prices charged to thesegment’s largest external customers in each market.

 

(d)                                 Total revenue includes trading and otherrevenue from ordinary activities as well as interest and dividend income.

 

F-15

----

 
|                                           |   | **US$  million** |       |     | **A$ million** |     |
|------------------------------------------------|--------|------------------|------------|----------|----------------|----------|
|                                           |   | **2004**         |       | **2003** |           | **2002** |   |   | **2004** |   | **2003** |   | **2002** |   |
|                                           |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| Total assets(e)                                |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| •  United States - Rinker Materials       |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| •  Aggregates                             |   | **932.4**        | ** ** | 942.9    |           | 698.4    |   |   | **1,234.6** | ** ** | 1,570.3 |   | 1,321.5 |   |
| •  Cement                                 |   | **410.1**        | ** ** | 424.5    |           | 418.8    |   |   | **543.0** | ** ** | 706.8 |   | 792.5 |   |
| •  Concrete, block, asphalt               |   | **834.7**        | ** ** | 801.9    |           | 416.3    |   |   | **1,105.3** | ** ** | 1,334.8 |   | 787.7 |   |
| •  Concrete pipe and products             |   | **437.4**        | ** ** | 460.4    |           | 483.2    |   |   | **579.2** | ** ** | 766.6 |   | 914.3 |   |
| •  Other                                  |   | **219.5**        | ** ** | 228.5    |           | 299.8    |   |   | **290.7** | ** ** | 380.5 |   | 567.1 |   |
| •  Eliminations                           |   | **(30.9**        | **)**      | (30.0    | )              | (20.0    | ) |   | **(40.9** | **)** | (50.0 | ) | (37.8 | ) |
|                                           |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| •  Total United States - Rinker Materials |   | **2,803.2**      | ** ** | 2,828.2  |           | 2,296.5  |   |   | **3,711.9** | ** ** | 4,709.0 |   | 4,345.3 |   |
| •  Readymix - Australia and China         |   | **897.0**        | ** ** | 588.2    |           | 515.1    |   |   | **1,187.8** | ** ** | 979.3 |   | 974.6 |   |
|                                           |   |             | ** ** |     |           |     |   |   |   | ** ** |   |   |   |   |
| **Segment total**                              |   | **3,700.2**      | ** ** | 3,416.4  |           | 2,811.6  |   |   | **4,899.7** | ** ** | 5,688.3 |   | 5,319.9 |   |
| •  Corporate                              |   | **6.6**          | ** ** | 248.4    |           | —   |   |   | **8.7** | ** ** | 413.6 |   | — |   |
|                                           |   | **3,706.8**      |       | 3,664.8  |           | 2,811.6  |   |   | **4,908.4** | ** ** | 6,101.9 |   | 5,319.9 |   |
| Cash                                           |   | **328.5**        | ** ** | 111.0    |           | 14.8     |   |   | **435.1** | ** ** | 184.8 |   | 28.0 |   |
| Interest and other finance receivables         |   | **3.7**          | ** ** | 4.3      |           | 3.0      |   |   | **4.9** | ** ** | 7.1 |   | 5.7 |   |
| Tax assets(f)                                  |   | **91.0**         | ** ** | 60.7     |           | 57.3     |   |   | **120.5** | ** ** | 101.1 |   | 108.5 |   |
|                                           |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| **Total assets**                               |   | **4,130.0**      | ** ** | 3,840.8  |           | 2,886.7  |   |   | **5,468.9** | ** ** | 6,394.9 |   | 5,462.1 |   |
|                                           |   |             | ** ** |     |           |     |   |   |   | ** ** |   |   |   |   |
| Total liabilities                              |   |             | ** ** |     |           |     |   |   |   | ** ** |   |   |   |   |
| •  United States - Rinker Materials       |   |             | ** ** |     |           |     |   |   |   | ** ** |   |   |   |   |
| •  Aggregates                             |   | **93.3**         | ** ** | 85.0     |           | 45.3     |   |   | **123.5** | ** ** | 141.5 |   | 85.7 |   |
| •  Cement                                 |   | **29.8**         | ** ** | 28.4     |           | 19.6     |   |   | **39.5** | ** ** | 47.3 |   | 37.1 |   |
| •  Concrete, block, asphalt               |   | **183.3**        | ** ** | 167.6    |           | 72.6     |   |   | **242.7** | ** ** | 279.1 |   | 137.3 |   |
| •  Concrete pipe and products             |   | **60.1**         | ** ** | 47.6     |           | 41.5     |   |   | **79.6** | ** ** | 79.3 |   | 78.6 |   |
| •  Other                                  |   | **118.3**        | ** ** | 99.9     |           | 148.1    |   |   | **156.7** | ** ** | 166.3 |   | 280.2 |   |
| •  Eliminations                           |   | **(30.9**        | **)**      | (30.0    | )              | (20.0    | ) |   | **(40.9** | **)** | (50.0 | ) | (37.9 | ) |
|                                           |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| •  Total United States - Rinker Materials |   | **453.9**        | ** ** | 398.5    |           | 307.1    |   |   | **601.1** | ** ** | 663.5 |   | 581.0 |   |
| •  Readymix - Australia and China         |   | **170.6**        | ** ** | 117.2    |           | 102.1    |   |   | **225.9** | ** ** | 195.2 |   | 193.2 |   |
|                                           |   |             | ** ** |     |           |     |   |   |   | ** ** |   |   |   |   |
| **Segment total**                              |   | **624.5**        | ** ** | 515.7    |           | 409.2    |   |   | **827.0** | ** ** | 858.7 |   | 774.2 |   |
| •  Corporate                              |   | **2.9**          | ** ** | 6.8      |           | —   |   |   | **3.8** | ** ** | 11.4 |   | — |   |
|                                           |   | **627.4**        |       | 522.5    |           | 409.2    |   |   | **830.8** | ** ** | 870.1 |   | 774.2 |   |
| Interest-bearing liabilities                   |   | **929.8**        | ** ** | 1,213.2  |           | 950.8    |   |   | **1,231.2** | ** ** | 2,019.9 |   | 1,799.1 |   |
| Interest and other finance payables            |   | **11.7**         | ** ** | 8.1      |           | 8.3      |   |   | **15.6** | ** ** | 13.3 |   | 15.7 |   |
| Tax liabilities(f)                             |   | **280.5**        | ** ** | 212.8    |           | 168.0    |   |   | **371.5** | ** ** | 354.4 |   | 317.9 |   |
|                                           |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| **Total liabilities**                          |   | **1,849.4**      | ** ** | 1,956.6  |           | 1,536.3  |   |   | **2,449.1** | ** ** | 3,257.7 |   | 2,906.9 |   |
|                                           |   |             | ** ** |     |           |     |   |   |   | ** ** |   |   |   |   |
| Depreciation, depletion and amortisation       |   |             | ** ** |     |           |     |   |   |   | ** ** |   |   |   |   |
| •  United States - Rinker Materials       |   |             | ** ** |     |           |     |   |   |   | ** ** |   |   |   |   |
| •  Aggregates                             |   | **69.5**         | ** ** | 59.3     |           | 50.3     |   |   | **99.9** | ** ** | 104.6 |   | 95.2 |   |
| •  Cement                                 |   | **21.4**         | ** ** | 20.7     |           | 20.7     |   |   | **30.8** | ** ** | 36.6 |   | 39.2 |   |
| •  Concrete, block, asphalt               |   | **54.1**         | ** ** | 42.4     |           | 29.2     |   |   | **77.8** | ** ** | 74.7 |   | 55.2 |   |
| •  Concrete pipe and products             |   | **32.0**         | ** ** | 32.4     |           | 31.0     |   |   | **46.1** | ** ** | 57.3 |   | 58.6 |   |
| •  Other                                  |   | **21.8**         | ** ** | 25.5     |           | 22.0     |   |   | **31.6** | ** ** | 45.1 |   | 51.4 |   |
|                                           |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| •  Total United States - Rinker Materials |   | **198.8**        | ** ** | 180.3    |           | 153.2    |   |   | **286.2** | ** ** | 318.3 |   | 299.6 |   |
| •  Readymix - Australia and China         |   | **35.4**         | ** ** | 30.3     |           | 27.7     |   |   | **50.7** | ** ** | 53.7 |   | 54.2 |   |
|                                           |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| **Total depreciation and amortisation**        |   | **234.2**        | ** ** | 210.6    |           | 180.9    |   |   | **336.9** | ** ** | 372.0 |   | 353.8 |   |

 

----

| (e)    | Segment  assets represent those assets that are employed by the segment in its operating  activities, excluding finance and tax assets.                                |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                   |
| (f)    | Tax  assets and liabilities are based on legal entity structure and are therefore  not allocated to business segments. Tax expense is allocated to business  segments. |

 

F-16

----

 
|                                                       |   | **US$  million** |       |     | **A$ million** |     |
|------------------------------------------------------------|--------|------------------|------------|----------|----------------|----------|
|                                                       |   | **2004**         |       | **2003** |           | **2002** |   |   | **2004** |   | **2003** |   | **2002** |   |
| Capital expenditure (accrual basis)                        |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| •  United States - Rinker Materials                   |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| •  Aggregates                                         |   | **54.0**         | ** ** | 269.4    |           | 95.0     |   |   | **76.6** | ** ** | 451.4 |   | 187.0 |   |
| •  Cement                                             |   | **5.9**          | ** ** | 6.6      |           | 4.9      |   |   | **8.3** | ** ** | 11.5 |   | 9.6 |   |
| •  Concrete, block, asphalt                           |   | **68.9**         | ** ** | 348.2    |           | 48.6     |   |   | **97.6** | ** ** | 676.6 |   | 95.7 |   |
| •  Concrete pipe and products                         |   | **9.4**          | ** ** | 19.5     |           | 63.8     |   |   | **13.6** | ** ** | 34.7 |   | 125.6 |   |
| •  Other                                              |   | **11.6**         | ** ** | 7.2      |           | 7.8      |   |   | **16.6** | ** ** | 12.8 |   | 15.3 |   |
|                                                       |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| •  Total United States - Rinker Materials             |   | **149.8**        | ** ** | 650.9    |           | 220.1    |   |   | **212.7** | ** ** | 1,187.0 |   | 433.2 |   |
| •  Readymix - Australia and China                     |   | **89.0**         | ** ** | 38.2     |           | 22.2     |   |   | **125.2** | ** ** | 66.3 |   | 43.1 |   |
|                                                       |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| **Total capital expenditure**                              |   | **238.8**        | ** ** | 689.1    |           | 242.3    |   |   | **337.9** | ** ** | 1,253.3 |   | 476.3 |   |
|                                                       |   |             | ** ** |     |           |     |   |   |   | ** ** |   |   |   |   |
| Associate entities’ and partnership income            |   |             | ** ** |     |           |     |   |   |   | ** ** |   |   |   |   |
| • United  States - Rinker Materials                   |   |             | ** ** |     |           |     |   |   |   | ** ** |   |   |   |   |
| •  Aggregates                                         |   | **1.1**          | ** ** | (0.2     | )              | —   |   |   | **1.7** | ** ** | (0.4 | ) | — |   |
| •  Cement                                             |   | **—**       | ** ** | —   |           | —   |   |   | **—** | ** ** | — |   | — |   |
| •  Concrete, block, asphalt                           |   | **—**       | ** ** | —   |           | —   |   |   | **—** | ** ** | — |   | — |   |
| •  Concrete pipe and products                         |   | **—**       | ** ** | —   |           | —   |   |   | **—** | ** ** | — |   | — |   |
| •  Other                                              |   | **—**       | ** ** | —   |           | —   |   |   | **—** | ** ** | — |   | — |   |
| •  Eliminations                                       |   | **—**       | ** ** | —   |           | —   |   |   | **—** | ** ** | — |   | — |   |
| •  Total United States - Rinker Materials             |   | **1.1**          | ** ** | (0.2     | )              | —   |   |   | **1.7** | ** ** | (0.4 | ) | — |   |
| •  Readymix - Australia and China                     |   | **13.9**         | ** ** | 13.9     |           | 11.8     |   |   | **20.3** | ** ** | 24.7 |   | 23.2 |   |
|                                                       |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| **Total associate entities’ and partnership  income** |   | **15.0**         | ** ** | 13.7     |           | 11.8     |   |   | **22.0** | ** ** | 24.3 |   | 23.2 |   |
|                                                       |   |             | ** ** |     |           |     |   |   |   | ** ** |   |   |   |   |
| Investments in associate entities and  partnerships        |   |             | ** ** |     |           |     |   |   |   | ** ** |   |   |   |   |
| •  United States - Rinker Materials                   |   |             | ** ** |     |           |     |   |   |   | ** ** |   |   |   |   |
| •  Aggregates                                         |   | **4.3**          | ** ** | 4.7      |           | —   |   |   | **5.7** | ** ** | 7.9 |   | — |   |
| •  Cement                                             |   | **—**       | ** ** | —   |           | —   |   |   | **—** | ** ** | — |   | — |   |
| •  Concrete, block, asphalt                           |   | **—**       | ** ** | —   |           | —   |   |   | **—** | ** ** | — |   | — |   |
| •  Concrete pipe and products                         |   | **—**       | ** ** | —   |           | —   |   |   | **—** | ** ** | — |   | — |   |
| •  Other                                              |   | **—**       | ** ** | —   |           | —   |   |   | **—** | ** ** | — |   | — |   |
| •  Eliminations                                       |   | **—**       | ** ** | —   |           | —   |   |   | **—** | ** ** | — |   | — |   |
| •  Total United States - Rinker Materials             |   | **4.3**          | ** ** | 4.7      |           | —   |   |   | **5.7** | ** ** | 7.9 |   | — |   |
| •  Readymix - Australia and China                     |   | **139.1**        | ** ** | 151.8    |           | 94.3     |   |   | **184.2** | ** ** | 252.6 |   | 178.5 |   |
|                                                       |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| Total investments in associate entities and partnerships   |   | **143.4**        | ** ** | 156.5    |           | 94.3     |   |   | **189.9** | ** ** | 260.5 |   | 178.5 |   |
|                                                       |   |             | ** ** |     |           |     |   |   |   | ** ** |   |   |   |   |
| Long-lived assets (property, plant and  equipment)         |   |             | ** ** |     |           |     |   |   |   | ** ** |   |   |   |   |
| •  Australia                                          |   | **405.5**        | ** ** | 295.4    |           | 261.1    |   |   | **536.9** | ** ** | 491.8 |   | 494.0 |   |
| •  United States                                      |   | **1,299.6**      | ** ** | 1,299.6  |           | 1,171.8  |   |   | **1,720.8** | ** ** | 2,163.8 |   | 2,217.3 |   |
| •  Asia                                               |   | **10.6**         | ** ** | 6.7      |           | 12.0     |   |   | **14.1** | ** ** | 11.2 |   | 22.6 |   |
|                                                       |   |             | ** ** |     |           |     |   |   |   | ** ** |   |   |   |   |
| Long-lived assets (property, plant and equipment)          |   | **1,715.7**      | ** ** | 1,601.7  |           | 1,444.9  |   |   | **2,271.8** | ** ** | 2,666.8 |   | 2,733.9 |   |

 

**Products and services of industry segments**

Business segments are reported along geographic lines (Rinker Materialsin the United States; and Readymix in Australia and China) and within theUnited States, along product lines. These segments are the same as those usedfor internal management as the basis for making decisions regarding theallocation of resources.

 

**Rinker Materials**

**Aggregates**

**Cement**

**Concrete, block and asphalt**

**Concrete pipe and products**

**Other:** gypsumsupply, pre-stressed concrete, polyethylene pipe, Rinker Materials corporatecosts.

 

**Readymix**

Pre-mixed concrete, asphalt and other quarry products, cement, concretepipe and other reinforced concrete products.

 

F-17

----

 

**2****                                        ****Other revenue and expenses from ordinary activities**

 
|                                                        |   |   |   | **US$  million** |       |     | **A$ million** |     |
|-------------------------------------------------------------|--------|--------|--------|------------------|------------|----------|----------------|----------|
|                                                        |   |   |   | **2004**         |       | **2003** |           | **2002** |   |   | **2004** |   | **2003** |   | **2002** |   |
|                                                        |   |   |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| **Revenue**                                                 |   |   |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| Disposal of property, plant and equipment  and other assets |   |   |   | **29.4**         | ** ** | 69.7     |           | 40.0     |   |   | **41.4** | ** ** | 122.9 |   | 78.3 |   |
| Other                                                       |   |   |   | **2.3**          | ** ** | 3.8      |           | 3.1      |   |   | **3.4** | ** ** | 6.8 |   | 5.9 |   |
|                                                        |   |   |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| **Total other revenue  from ordinary activities**           |   |   |   | **31.7**         | ** ** | 73.5     |           | 43.1     |   |   | **44.8** | ** ** | 129.7 |   | 84.2 |   |
|                                                        |   |   |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| **Expenses**                                                |   |   |   |             | ** ** |     |           |     |   |   |   | ** ** |   |   |   |   |
| Disposal of property, plant and equipment  and other assets |   |   |   | **(25.7**        | **)**      | (51.0    | )              | (34.9    | ) |   | **(36.4** | **)** | (89.7 | ) | (67.9 | ) |
| Other restructure, rationalisation and  impairment costs(a) |   |   |   | **(10.5**        | **)**      | (0.3     | )              | —   |   |   | **(15.1** | **)** | (0.5 | ) | — |   |
| Other                                                       |   |   |   | **(7.1**         | **)**      | (1.4     | )              | —   |   |   | **(9.0** | **)** | (2.5 | ) | — |   |
|                                                        |   |   |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| **Total other  expenses from ordinary activities**          |   |   |   | **(43.3**        | **)**      | (52.7    | )              | (34.9    | ) |   | **(60.5** | **)** | (92.7 | ) | (67.9 | ) |

 

----

(a)                                  An impairment write down of US$10.5 millionor A$15.1 million was recorded during the year ended March 31, 2004relating to Rinker Prestress.

 

**3****                                        ****OperatingCosts**

 
|                                       |   |   |   | **US$  million** |       |     | **A$ million** |     |
|--------------------------------------------|--------|--------|--------|------------------|------------|----------|----------------|----------|
|                                       |   |   |   | **2004**         |       | **2003** |           | **2002** |   |   | **2004** |   | **2003** |   | **2002** |   |
|                                       |   |   |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| Operating Costs include:                   |   |   |   |             |       |     |           |     |   |   |   |   |   |   |   |   |
| Research and development                   |   |   |   | **1.3**          | ** ** | 2.8      |           | 1.7      |   |   | **1.8** | ** ** | 4.6 |   | 3.2 |   |
| Mining royalties paid to governments       |   |   |   | **3.8**          | ** ** | 1.8      |           | 1.3      |   |   | **5.5** | ** ** | 3.2 |   | 2.6 |   |
| Operating lease and rental payments        |   |   |   | **23.1**         | ** ** | 19.6     |           | 21.6     |   |   | **33.3** | ** ** | 34.8 |   | 42.2 |   |
| Contributions to employee retirement funds |   |   |   | **30.7**         | ** ** | 22.8     |           | 17.6     |   |   | **44.3** | ** ** | 40.3 |   | 34.4 |   |
| Repairs and maintenance                    |   |   |   | **105.3**        | ** ** | 80.5     |           | 69.9     |   |   | **144.2** | ** ** | 137.5 |   | 133.4 |   |

 

**4****                                        ****Interestincome**

 
|                       |   |     |   | **US$ million** |   |     | **A$ million** |     |
|----------------------------|--------|----------|--------|-----------------|--------|----------|----------------|----------|
|                       |   | **Note** |   | **2004**        |   | **2003** |           | **2002** |   |   | **2004** |   | **2003** |   | **2002** | ** ** |
|                       |   |     |   |            |   |     |           |     |   |   |   |   |   |   |   |   |
| Short-term interest income |   | 5        |   | **11.7**        |   | 0.3      |           | 0.7      |   |   | **16.4** |   | 0.6 |   | 1.3 |   |
| Long-term interest income  |   |     |   | **—**      |   | —   |           | —   |   |   | **—** |   | — |   | 0.1 |   |
|                       |   |     |   |            |   |     |           |     |   |   |   |   |   |   |   |   |
| **Total interest  income** |   |     |   | **11.7**        |   | 0.3      |           | 0.7      |   |   | **16.4** |   | 0.6 |   | 1.4 |   |

 

**5****                                        ****Net finance expense**

 
|                          |   |     |   | **US$ million** |   |     | **A$ million** |     |
|-------------------------------|--------|----------|--------|-----------------|--------|----------|----------------|----------|
|                          |   | **Note** |   | **2004**        |   | **2003** |           | **2002** |   |   | **2004** |   | **2003** |   | **2002** |   |
|                          |   |     |   |            |   |     |           |     |   |   |   |   |   |   |   |   |
| Interest paid or payable on   |   |     |   |            |   |     |           |     |   |   |   |   |   |   |   |   |
| •  short-term debt       |   |     |   | **0.7**         |   | 4.6      |           | 6.4      |   |   | **1.1** |   | 8.1 |   | 12.6 |   |
| •  long-term debt        |   |     |   | **53.7**        |   | 44.5     |           | 51.0     |   |   | **77.5** |   | 78.6 |   | 99.9 |   |
| Finance leases                |   |     |   | **0.2**         |   | 0.2      |           | 0.3      |   |   | **0.3** |   | 0.4 |   | 0.6 |   |
|                          |   |     |   |            |   |     |           |     |   |   |   |   |   |   |   |   |
| Total interest                |   |     |   | **54.6**        |   | 49.3     |           | 57.7     |   |   | **78.9** |   | 87.1 |   | 113.1 |   |
|                          |   |     |   |            |   |     |           |     |   |   |   |   |   |   |   |   |
| less amounts capitalised      |   |     |   | **—**      |   | —   |           | 0.9      |   |   | **—** |   | — |   | 1.8 |   |
| Add                           |   |     |   |            |   |     |           |     |   |   |   |   |   |   |   |   |
| •  funding costs         |   |     |   | **4.3**         |   | 10.0     |           | 7.0      |   |   | **6.3** |   | 17.7 |   | 13.6 |   |
| •  foreign exchange loss |   |     |   | **—**      |   | —   |           | 0.1      |   |   | **—** |   | 0.1 |   | 0.2 |   |
|                          |   |     |   |            |   |     |           |     |   |   |   |   |   |   |   |   |
| **Borrowing costs**           |   |     |   | **58.9**        |   | 59.3     |           | 63.9     |   |   | **85.2** |   | 104.9 |   | 125.1 |   |
| less interest income          |   | 4        |   | **11.7**        |   | 0.3      |           | 0.7      |   |   | **16.4** |   | 0.6 |   | 1.4 |   |
|                          |   |     |   |            |   |     |           |     |   |   |   |   |   |   |   |   |
| **Net finance expense**       |   |     |   | **47.2**        |   | 59.0     |           | 63.2     |   |   | **68.8** |   | 104.3 |   | 123.7 |   |

 

F-18

----

 
| **6**                                                                                                                                                                                                                                                                    | **Depreciation****, depletion and  amortisation**                          |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                     |                                                                       |
|                                                                                                                                                                                                                                                                     |                                                                       |   |   | **US$  million** |   |   | **A$ million** |   |
|                                                                                                                                                                                                                                                                     |                                                                       |   |   | **2004** |   | **2003** |   | **2002** |   |   | **2004** |   | **2003** |   | **2002** |   |
|                                                                                                                                                                                                                                                                     |                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Amounts incurred for depreciation, depletion  and amortisation of                                                                                                                                                                                                        |                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| •  deferred costs and other non-current assets                                                                                                                                                                                                                      |                                                                       |   |   | **11.5** |   | 11.4 |   | 11.1 |   |   | **16.6** |   | 20.1 |   | 21.7 |   |
| •  goodwill                                                                                                                                                                                                                                                         |                                                                       |   |   | **56.5** |   | 47.1 |   | 36.0 |   |   | **81.3** |   | 83.0 |   | 70.4 |   |
| •  property, plant and equipment                                                                                                                                                                                                                                    |                                                                       |   |   | **161.7** |   | 146.9 |   | 128.4 |   |   | **232.5** |   | 259.7 |   | 251.2 |   |
| •  other intangibles                                                                                                                                                                                                                                                |                                                                       |   |   | **4.5** |   | 5.2 |   | 5.4 |   |   | **6.5** |   | 9.2 |   | 10.5 |   |
|                                                                                                                                                                                                                                                                     |                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Total depreciation,  depletion and amortisation**                                                                                                                                                                                                                      |                                                                       |   |   | **234.2** |   | 210.6 |   | 180.9 |   |   | **336.9** |   | 372.0 |   | 353.8 |   |
|                                                                                                                                                                                                                                                                     |                                                                       |
| **7**                                                                                                                                                                                                                                                                    | **Dividends**                                                              |
|                                                                                                                                                                                                                                                                     |                                                                       |
|                                                                                                                                                                                                                                                                     |                                                                       | **Financial  Year** |   | **Date  paid / payable** |   | **Amount per  share  (Australian cents)** |   | **Total  Amount  (A$ million)** |   |
| **Recognised amounts**                                                                                                                                                                                                                                                   |                                                                       |   |   |   |   |   |   |   |   |
| Final Dividend(a)                                                                                                                                                                                                                                                        |                                                                       | 2003 |   | July 3, 2003 | ** ** | **7** |   | 66.1 |   |
| Interim Dividend(b)                                                                                                                                                                                                                                                      |                                                                       | 2004 |   | December 15, 2003 | ** ** | **6** |   | 56.7 |   |
| **Unrecognised  amounts**                                                                                                                                                                                                                                                |                                                                       |   |   |   |   |   |   |   |   |
| Final Dividend(b)                                                                                                                                                                                                                                                        |                                                                       | 2004 |   | July 2, 2004 | ** ** | **8** |   | 75.6 |   |
|                                                                                                                                                                                                                                                                     |                                                                       |   |
|                                                                                                                                                                                                                                                                          |                                                                       |
| (a)                                                                                                                                                                                                                                                                      | 70 per cent franked at the  Australian corporate tax rate of 30 per cent.  |   |
| (b)                                                                                                                                                                                                                                                                      | 100 per cent franked at  the Australian corporate tax rate of 30 per cent. |   |
|                                                                                                                                                                                                                                                                     |                                                                       |   |
| The final  dividend in respect of ordinary shares for the year ended March 31, 2004  has not been recognised in this financial report because it was declared  after March 31, 2004.                                                                           |                                                                       |
|                                                                                                                                                                                                                                                                     |                                                                       |
| Holders of  Rinker American Depository Receipts (ADR’s) in the United States, which each  represent 10 Rinker ordinary shares, will receive a dividend equivalent to 80  Australian cents per ADR, or ten times the final dividend per ordinary share  noted above. |                                                                       |
|                                                                                                                                                                                                                                                                     |                                                                       |
| The adjusted  franking account balance as at March 31, 2004 was A$6.2 million (2003:  A$nil).                                                                                                                                                                       |                                                                       |
|                                                                                                                                                                                                                                                                     |                                                                       |
| In the year  ended March 31, 2003 Rinker Group Limited paid a non-cash dividend of  A$16.1 million to its then parent - CSR Limited (2002: A$nil).                                                                                                                  |                                                                       |
|                                                                                                                                                                                                                                                                     |                                                                       |
| **8**                                                                                                                                                                                                                                                                    | **Income tax**                                                             |
|                                                                                                                                                                                                                                                                     |                                                                       |
|                                                                                                                                                                                                                                                                     |                                                                       |   |   | **US$  million** |   |   | **A$ million** |   |
|                                                                                                                                                                                                                                                                     |                                                                       |   |   | **2004** |   | **2003** |   | **2002** |   |   | **2004** |   | **2003** |   | **2002** |   |
|                                                                                                                                                                                                                                                                     |                                                                       |   |   |   | ** ** |   |   |   |   |   |   | ** ** |   |   |   |   |
| **The components of income tax  expense consist of the following**                                                                                                                                                                                                       |                                                                       |   |   |   | ** ** |   |   |   |   |   |   | ** ** |   |   |   |   |
| Current                                                                                                                                                                                                                                                                  |                                                                       |   |   |   | ** ** |   |   |   |   |   |   | ** ** |   |   |   |   |
| • Australian                                                                                                                                                                                                                                                        |                                                                       |   |   | **41.3** | ** ** | 10.3 |   | 3.1 |   |   | **59.0** | ** ** | 19.0 |   | 6.7 |   |
| • US                                                                                                                                                                                                                                                                |                                                                       |   |   | **116.6** | ** ** | 88.8 |   | 68.0 |   |   | **169.9** | ** ** | 158.1 |   | 134.5 |   |
| • Other foreign                                                                                                                                                                                                                                                     |                                                                       |   |   | **—** | ** ** | — |   | 0.1 |   |   | **—** | ** ** | 0.1 |   | 0.2 |   |
|                                                                                                                                                                                                                                                                     |                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                     |                                                                       |   |   | **157.9** | ** ** | 99.1 |   | 71.2 |   |   | **228.9** | ** ** | 177.2 |   | 141.4 |   |
| Deferred                                                                                                                                                                                                                                                                 |                                                                       |   |   |   | ** ** |   |   |   |   |   |   | ** ** |   |   |   |   |
| • Australian                                                                                                                                                                                                                                                        |                                                                       |   |   | **(8.3** | **)** | (2.1 | ) | (0.7 | ) |   | **(11.5** | **)** | (3.8 | ) | (2.0 | ) |
| • US                                                                                                                                                                                                                                                                |                                                                       |   |   | **(0.8** | **)** | 19.8 |   | 27.4 |   |   | **(1.2** | **)** | 34.8 |   | 52.1 |   |
| • Other foreign                                                                                                                                                                                                                                                     |                                                                       |   |   | **—** | ** ** | — |   | — |   |   | **—** | ** ** | (0.1 | ) | — |   |
|                                                                                                                                                                                                                                                                     |                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                     |                                                                       |   |   | **(9.1** | **)** | 17.7 |   | 26.7 |   |   | **(12.7** | **)** | 30.9 |   | 50.1 |   |
|                                                                                                                                                                                                                                                                     |                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                     |                                                                       |   |   | **148.8** | ** ** | 116.8 |   | 97.9 |   |   | **216.2** | ** ** | 208.1 |   | 191.5 |   |
|                                                                                                                                                                                                                                                                          |                                                                            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

F-19

----

 
|                                                                                                                                                                     |   | **US$  million** |       |       | **A$ million** |     |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------|------------|------------|----------------|----------|
|                                                                                                                                                                     |   | **2004**         |       | **2003**   |           | **2002** |   |   | **2004** |   | **2003** |   | **2002** |   |
|                                                                                                                                                                     |   |             |       |       |           |     |   |   |   |   |   |   |   |   |
| **The significant  temporary differences are as follows**                                                                                                                |   |             |       |       |           |     |   |   |   |   |   |   |   |   |
| Future income tax benefit arising from                                                                                                                                   |   |             | ** ** |       |           |     |   |   |   | ** ** |   |   |   |   |
| •  Provisions(a)                                                                                                                                                    |   | **56.2**         | ** ** | 48.5       |           | 35.9     |   |   | **74.4** | ** ** | 80.8 |   | 68.0 |   |
| • Tax  losses (including the valuation allowance shown below)(b)                                                                                                    |   | **2.3**          | ** ** | 11.4       |           | 26.4     |   |   | **3.0** | ** ** | 18.9 |   | 50.0 |   |
| •  Other(c)                                                                                                                                                         |   | **3.3**          | ** ** | 2.2        |           | —   |   |   | **4.4** | ** ** | 3.7 |   | — |   |
|                                                                                                                                                                     |   |             |       |       |           |     |   |   |   |   |   |   |   |   |
| Total deferred income tax assets                                                                                                                                         |   | **61.8**         | ** ** | 62.1       |           | 62.3     |   |   | **81.8** | ** ** | 103.4 |   | 118.0 |   |
| Valuation allowance not brought to account                                                                                                                               |   | **(1.6**         | **)**      | (1.4       | )              | (5.0     | ) |   | **(2.1** | **)** | (2.3 | ) | (9.5 | ) |
|                                                                                                                                                                     |   |             |       |       |           |     |   |   |   |   |   |   |   |   |
| Net deferred income tax assets                                                                                                                                           |   | **60.2**         | ** ** | 60.7       |           | 57.3     |   |   | **79.7** | ** ** | 101.1 |   | 108.5 |   |
|                                                                                                                                                                     |   |             | ** ** |       |           |     |   |   |   | ** ** |   |   |   |   |
| Deferred income tax liabilities                                                                                                                                          |   |             | ** ** |       |           |     |   |   |   | ** ** |   |   |   |   |
| • Fixed  asset depreciation(d)                                                                                                                                      |   | **197.2**        | ** ** | 169.7      |           | 140.3    |   |   | **261.2** | ** ** | 282.5 |   | 265.4 |   |
| • Spares  and stores(e)                                                                                                                                             |   | **0.6**          | ** ** | 7.3        |           | 7.1      |   |   | **0.8** | ** ** | 12.2 |   | 13.4 |   |
| •  Inventory and deferred stripping                                                                                                                                 |   | **8.2**          | ** ** | 1.1        |           | 1.2      |   |   | **10.9** | ** ** | 1.8 |   | 2.2 |   |
| •  Prepayments                                                                                                                                                      |   | **8.8**          | ** ** | 5.8        |           | 3.9      |   |   | **11.6** | ** ** | 9.6 |   | 7.4 |   |
| •  Other(c)                                                                                                                                                         |   | **8.0**          | ** ** | 18.7       |           | 8.9      |   |   | **10.6** | ** ** | 31.3 |   | 17.0 |   |
|                                                                                                                                                                     |   |             |       |       |           |     |   |   |   |   |   |   |   |   |
| Total deferred income tax liabilities                                                                                                                                    |   | **222.8**        | ** ** | 202.6      |           | 161.4    |   |   | **295.1** | ** ** | 337.4 |   | 305.4 |   |
|                                                                                                                                                                     |   |             | ** ** |       |           |     |   |   |   | ** ** |   |   |   |   |
| **Income tax expense**                                                                                                                                                   |   |             | ** ** |       |           |     |   |   |   | ** ** |   |   |   |   |
| Reconciliation of income tax expense charged to the statement of  financial performance with income tax calculated on profit from ordinary  activities before income tax |
|                                                                                                                                                                     |   |             |       |       | ** **     |     |   |   |   |   |   | ** ** |   |   |   |   |
| **Profit from  ordinary activities before income tax**                                                                                                                   |   |             |       | **445.5**  | ** **     | 334.8    |   | 267.0 |   |   | **644.5** | ** ** | 593.8 |   | 522.0 |   |
|                                                                                                                                                                     |   |             |       |       | ** **     |     |   |   |   |   |   | ** ** |   |   |   |   |
| **Income tax expense  calculated at 30%**                                                                                                                                |   |             |       | **133.7**  | ** **     | 100.4    |   | 80.1 |   |   | **193.4** | ** ** | 178.1 |   | 156.6 |   |
| **Increase (decrease)  in income tax expense due to**                                                                                                                    |   |             |       |       | ** **     |     |   |   |   |   |   | ** ** |   |   |   |   |
| •  Non-tax deductible depreciation and amortisation                                                                                                                 |   |             |       | **15.8**   | ** **     | 8.5      |   | 8.2 |   |   | **22.8** | ** ** | 15.4 |   | 16.0 |   |
| •  Non-tax deductible other income                                                                                                                                  |   |             |       | **(0.1**   | **)**          | —   |   | — |   |   | **(0.2** | **)** | — |   | — |   |
| •  Non-tax deductible other expenditure                                                                                                                             |   |             |       | **2.6**    | ** **     | 1.4      |   | 0.4 |   |   | **3.7** | ** ** | 2.6 |   | 0.8 |   |
| •  Asset disposals and writedowns                                                                                                                                   |   |             |       | **—** | ** **     | (2.1     | ) | (0.1 | ) |   | **—** | ** ** | (3.7 | ) | (0.1 | ) |
| •  Asian trading (profits) losses not recognised                                                                                                                    |   |             |       | **(1.3**   | **)**          | (0.5     | ) | (0.4 | ) |   | **(2.0** | **)** | (0.9 | ) | (0.8 | ) |
| •  Non assessable interest on deferred payments from sale of businesses                                                                                             |   |             |       |       |           | (3.6     | ) | — |   |   | **—** |   | (6.3 | ) | — |   |
| •  Equity accounted associates’ profit/rebate on dividends received                                                                                            |   |             |       | **(0.6**   | **)**          | (4.8     | ) | (3.3 | ) |   | **(1.0** | **)** | (8.4 | ) | (6.4 | ) |
| •  Research and development concessions                                                                                                                             |   |             |       | **—** | ** **     | (0.2     | ) | (0.1 | ) |   | **—** | ** ** | (0.4 | ) | (0.2 | ) |
| •  Income tax (over) provided in previous years                                                                                                                     |   |             |       | **(12.4**  | **)**          | (0.6     | ) | (0.9 | ) |   | **(17.4** | **)** | (1.1 | ) | (1.8 | ) |
| •  Overseas tax rate differential                                                                                                                                   |   |             |       | **20.9**   | ** **     | 23.4     |   | 18.0 |   |   | **30.1** | ** ** | 41.8 |   | 35.3 |   |
| •  Tax depletion of mineral reserves                                                                                                                                |   |             |       | **(5.8**   | **)**          | (3.4     | ) | (4.2 | ) |   | **(8.4** | **)** | (6.1 | ) | (8.2 | ) |
| •  Other items                                                                                                                                                      |   |             |       | **(4.0**   | **)**          | (1.7     | ) | 0.2 |   |   | **(4.8** | **)** | (2.9 | ) | 0.3 |   |
|                                                                                                                                                                     |   |             |       |       | ** **     |     |   |   |   |   |   | ** ** |   |   |   |   |
| **Total income tax expense on  profit from ordinary activities**                                                                                                         |   |             |       | **148.8**  | ** **     | 116.8    |   | 97.9 |   |   | **216.2** | ** ** | 208.1 |   | 191.5 |   |
|                                                                                                                                                                     |   |             |       |       | ** **     |     |   |   |   |   |   | ** ** |   |   |   |   |
| **Total income tax  expense comprises**                                                                                                                                  |   |             |       |       | ** **     |     |   |   |   |   |   | ** ** |   |   |   |   |
| Additions to provision for current income tax  liability                                                                                                                 |   |             |       | **157.9**  | ** **     | 99.1     |   | 71.2 |   |   | **228.9** | ** ** | 177.2 |   | 141.4 |   |
| Additions to (deductions from) provision for  deferred income tax liability                                                                                              |   |             |       | **(5.4**   | **)**          | 11.1     |   | 9.7 |   |   | **(7.1** | **)** | 19.6 |   | 17.6 |   |
| Deductions from (additions to) deferred income tax  assets                                                                                                               |   |             |       | **(3.7**   | **)**          | 6.6      |   | 17.0 |   |   | **(5.6** | **)** | 11.3 |   | 32.5 |   |
|                                                                                                                                                                     |   |             |       |       |           |     |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                     |   |             |       | **148.8**  |           | 116.8    |   | 97.9 |   |   | **216.2** | ** ** | 208.1 |   | 191.5 |   |
|                                                                                                                                                                          |        |                  |            |            |                |          |  |  |  |  |  |  |  |  |  |  |  |

 

F-20

----

 

 
|                                                                                      |                     |   |   | **US$  million** |       |       | **A$ million** |     |
|-------------------------------------------------------------------------------------------|--------------------------|--------|--------|------------------|------------|------------|----------------|----------|
|                                                                                      |                     |   |   | **2004**         |       | **2003**   |           | **2002** |   |   | **2004** |   | **2003** |   | **2002** |   |
|                                                                                      |                     |   |   |             |       |       |           |     |   |   |   |   |   |   |   |   |
| **Analysis of total  income tax expense**                                                 |                     |   |   |             |       |       |           |     |   |   |   |   |   |   |   |   |
| Income tax expense on operating profit                                                    |                     |   |   | **148.8**        | ** ** | 116.8      |           | 97.9     |   |   | **216.2** | ** ** | 208.1 |   | 191.5 |   |
|                                                                                      |                     |   |   |             |       |       |           |     |   |   |   |   |   |   |   |   |
|                                                                                      |                     |   |   | **148.8**        |       | 116.8      |           | 97.9     |   |   | **216.2** | ** ** | 208.1 |   | 191.5 |   |
|                                                                                      |                     |   |   |             |       |       |           |     |   |   |   |   |   |   |   |   |
| **Deferred income tax  assets attributable to tax losses carried forward as an asset(f)** |                     |   |   | **0.7**          | ** ** | 10.0       |           | 21.4     |   |   | **0.9** | ** ** | 16.6 |   | 40.5 |   |
|                                                                                      |                     |   |   |             | ** ** |       |           |     |   |   |   | ** ** |   |   |   |   |
| **Deferred income tax  assets not taken to account (valuation allowance)(g) (h)**         |                     |   |   | **1.6**          | ** ** | 1.4        |           | 5.0      |   |   | **2.1** | ** ** | 2.3 |   | 9.5 |   |
|                                                                                      |                     |   |   |             | ** ** |       |           |     |   |   |   | ** ** |   |   |   |   |
| **Tax losses**                                                                            |                     |   |   |             |       |       |           |     |   |   |   |   |   |   |   |   |
| The tax losses carried forward expire as  summarised below(i)                             |                     |   |   |             | ** ** |       |           |     |   |   |   | ** ** |   |   |   |   |
| •  US                                                                                | expiration  2012 - 2020  |   |   |             | **—** | ** ** | 3.1            |     | 14.1 |   |   | **—** | ** ** | 5.1 |   | 26.6 |   |
| •  US                                                                                | unlimited  expiration(j) |   |   |             | **0.3**    | ** ** | 6.8            |     | 7.2 |   |   | **0.4** | ** ** | 11.3 |   | 13.7 |   |
| •  Australia                                                                         | unlimited  expiration    |   |   |             | **0.4**    | ** ** | 0.2            |     | 0.1 |   |   | **0.5** | ** ** | 0.4 |   | 0.2 |   |
| •  Other                                                                             | expiration  2004 - 2009  |   |   |             | **1.6**    | ** ** | 1.3            |     | 5.0 |   |   | **2.1** | ** ** | 2.1 |   | 9.5 |   |
|                                                                                      |                     |   |   |             |       |       |           |     |   |   |   |   |   |   |   |   |
|                                                                                      |                     |   |   | **2.3**          |       | 11.4       |           | 26.4     |   |   | **3.0** | ** ** | 18.9 |   | 50.0 |   |

 

**Undistributed earnings**

No provision for withholding tax has been made on undistributedearnings of overseas controlled entities where there is no intention todistribute those earnings.  As fromJuly 1, 2003 the withholding tax rate applicable to dividend payments fromRinker group companies in the US to Rinker group companies in Australia becamenil.  Dividends from Rinker groupcompanies in China are not subject to Chinese withholding taxes.

 

F-21

----

 

**Valuation allowance**

The net change in the valuation allowance for deferred income taxassets was an increase of US$0.2 million (decrease of A$0.2 million) in 2004, adecrease of US$3.6 million (A$7.2 million) in 2003 and an increase of US$0.2million (A$0.3 million) in 2002. The valuation allowance relates primarily toincome tax losses, with the allowance recorded due to the uncertainty ofwhether these losses may ultimately be realised.

 

----

| (a)    | Provision for tax  deduction arising after expense is reported for accounting purposes.                                                                                            |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                               |
| (b)    | Tax losses to be offset  against future taxable income.                                                                                                                            |
|   |                                                                                                                                                                               |
| (c)    | Other taxable and  deductible temporary differences.                                                                                                                               |
|   |                                                                                                                                                                               |
| (d)    | Tax depreciation in excess  of accounting depreciation.                                                                                                                            |
|   |                                                                                                                                                                               |
| (e)    | Spares and stores held in  inventory, deductible for tax on purchase; expensed for accounting purposes  on issue.                                                                  |
|   |                                                                                                                                                                               |
| (f)    | Net of the valuation  allowance US$1.6 million (A$2.1 million) (2003: US$1.4 million (A$2.3  million), 2002:  US$5.0 million (A$9.5 million)).                                     |
|   |                                                                                                                                                                               |
| (g)    | Includes capital gains tax  losses US$nil (A$nil) (2003: US$0.1 million (A$0.2 million), 2002:  US$nil (A$nil)).                                                                   |
|   |                                                                                                                                                                               |
| (h)    | These benefits will only  be obtained if the Rinker group derives the necessary future assessable  income and capital gains, and there are no adverse changes in tax  legislation. |
|   |                                                                                                                                                                               |
| (i)    | These balances are not net  of the valuation allowance.                                                                                                                            |
|   |                                                                                                                                                                               |
| (j)    | Represents Alternative  Minimum Tax credits.                                                                                                                                       |
|   |                                                                                                                                                                               |
| **9**  | **Cash**                                                                                                                                                                           |

 
|                                              |            |   |   | **US$  million** |       |     | **A$ million** |       |
|---------------------------------------------------|-----------------|--------|--------|------------------|------------|----------|----------------|------------|
|                                              |            |   |   | **2004**         |       | **2003** |           |       | **2004** |   | **2003** |   |
|                                              |            |   |   |             | ** ** |     |           |       |   | ** ** |   |   |
| Cash at banks and on hand                         |            |   |   | **298.6**        | ** ** | 108.3    |           |       | **395.5** | ** ** | 180.3 |   |
| Short-term loans and deposits                     |            |   |   | **29.9**         | ** ** | 2.7      |           |       | **39.6** | ** ** | 4.5 |   |
|                                              |            |   |   |             |       |     |           |       |   |   |   |   |
| **Cash**                                          |            |   |   | **328.5**        | ** ** | 111.0    |           |       | **435.1** | ** ** | 184.8 |   |
|                                              |            |   |   |             | ** ** |     |           |       |   | ** ** |   |   |
| **10**                                            | **Receivables** |
|                                              |            |   |   |             | ** ** |     |           |       |   | ** ** |   |   |
|                                              |            |   |   | **US$  million** | ** ** |     | **A$ million** | ** ** |
|                                              |            |   |   | **2004**         | ** ** | **2003** | ** **     |       | **2004** | ** ** | **2003** | ** ** |
| **Current**                                       |            |   |   |             | ** ** |     |           |       |   | ** ** |   |   |
| Trade receivables                                 |            |   |   | **512.5**        | ** ** | 416.8    |           |       | **678.8** | ** ** | 693.9 |   |
| Provision for doubtful debts(a)                   |            |   |   | **(14.4**        | **)**      | (14.2    | )              |       | **(19.1** | **)** | (23.6 | ) |
|                                              |            |   |   | **498.1**        | ** ** | 402.6    |           |       | **659.7** | ** ** | 670.3 |   |
| Loans to and receivables from associate  entities |            |   |   | **11.3**         | ** ** | 9.0      |           |       | **15.0** | ** ** | 15.0 |   |
| Divestment debtors                                |            |   |   | **—**       | ** ** | 0.3      |           |       | **—** | ** ** | 0.5 |   |
| Cash amounts owing by CSR Limited(b)              |            |   |   | **—**       | ** ** | 36.2     |           |       | **—** | ** ** | 60.2 |   |
| Other loans and receivables                       |            |   |   | **23.3**         | ** ** | 23.9     |           |       | **30.8** | ** ** | 39.9 |   |
| Provision for doubtful debts                      |            |   |   | **—**       | ** ** | (0.2     | )              |       | **—** | ** ** | (0.3 | ) |
|                                              |            |   |   |             |       |     |           |       |   |   |   |   |
|                                              |            |   |   | **34.6**         | ** ** | 69.2     |           |       | **45.8** | ** ** | 115.3 |   |
|                                              |            |   |   |             |       |     |           |       |   |   |   |   |
| **Total current  receivables**                    |            |   |   | **532.7**        | ** ** | 471.8    |           |       | **705.5** | ** ** | 785.6 |   |
|                                              |            |   |   |             | ** ** |     |           |       |   | ** ** |   |   |
| **Bad debts written  off**                        |            |   |   |             | ** ** |     |           |       |   | ** ** |   |   |
| •  trade receivables                         |            |   |   | **4.4**          | ** ** | 8.0      |           |       | **6.1** | ** ** | 14.0 |   |
|                                                   |                 |        |        |                  |            |          |                |            |  |  |  |  |  |

 

F-22

----

 
|                               |                                             |   |   | **US$  million** |   |     | **A$ million** |   |
|------------------------------------|--------------------------------------------------|--------|--------|------------------|--------|----------|----------------|--------|
|                               |                                             |   |   | **2004**         |   | **2003** |           |   | **2004** |   | **2003** |   |
| **Non-current**                    |                                             |   |   |             |   |     |           |   |   |   |   |   |
|                               |                                             |   |   |             |   |     |           |   |   |   |   |   |
| Loans to employees                 |                                             |   |   |             |   |     |           |   |   |   |   |   |
| •  other staff                |                                             |   |   | **—**       |   | 2.2      |           |   | **—** |   | 3.6 |   |
| Loans to associate entities        |                                             |   |   | **84.6**         |   | 25.0     |           |   | **112.1** |   | 41.7 |   |
| Other loans                        |                                             |   |   | **5.1**          |   | 2.5      |           |   | **6.7** |   | 4.2 |   |
| Term receivables                   |                                             |   |   | **0.1**          |   | 2.5      |           |   | **0.2** |   | 4.1 |   |
|                               |                                             |   |   |             |   |     |           |   |   |   |   |   |
| **Total non-current  receivables** |                                             |   |   | **89.8**         |   | 32.2     |           |   | **119.0** |   | 53.6 |   |
|                               |                                             |   |   |             |   |     |           |   |   |   |   |   |
|                                    |
| (a)                                | Provision  for doubtful debts as detailed below. |
|                                    |                                                  |        |        |                  |        |          |                |        |  |  |  |  |  |

 
| **US$ million  Year ending March 31** |   | **Opening  balance** |   | **Provided** |   | **Net  charged** |       | **Foreign  exchange** |       | **Acquisitions** |   | **Closing  balance** |   |
|--------------------------------------------|--------|----------------------|--------|--------------|--------|------------------|------------|-----------------------|------------|------------------|--------|----------------------|--------|
|                                       |   |                 |   |         |   |             |       |                  |       |             |   |                 |   |
| 2002                                       |   | (14.5                | )      | (2.1         | )      | 5.3              |       | (1.2                  | )          | —           |   | (12.5                | )      |
| 2003                                       |   | (12.5                | )      | (6.6         | )      | 8.0              |       | (0.5                  | )          | (2.6             | )      | (14.2                | )      |
| **2004**                                   |   | **(14.2**            | **)**  | **(3.6**     | **)**  | **4.4**          | ** ** | **(0.7**              | **)**      | **(0.3**         | **)**  | **(14.4**            | **)**  |
|                                       |   |                 |   |         |   |             |       |                  |       |             |   |                 |   |
| **A$ million  Year ending March 31**  |   | **Opening  balance** |   | **Provided** |   | **Net  charged** |       | **Foreign  exchange** |       | **Acquisitions** |   | **Closing  balance** |   |
|                                       |   |                 |   |         |   |             |       |                  |       |             |   |                 |   |
| 2002                                       |   | (29.6                | )      | (4.6         | )      | 9.3              |       | 1.2                   |       | —           |   | (23.7                | )      |
| 2003                                       |   | (23.7                | )      | (12.0        | )      | 14.0             |       | 2.9                   |       | (4.8             | )      | (23.6                | )      |
| **2004**                                   |   | **(23.6**            | **)**  | **(5.7**     | **)**  | **6.1**          | ** ** | **4.6**               | ** ** | **(0.5**         | **)**  | **(19.1**            | **)**  |

 
|   | In 2002, the US$2.1  million (A$4.6 million) provided was made up of US$3.1 million (A$6.6)  million provided as operating expense offset by US$1.0 million (A$2.0  million) written back as other expenses from operating activities.  |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                    |
|   | In 2003, the US$6.6  million (A$12.0 million) provided was made up of US$8.7 million (A$15.0  million) provided as operating expense offset by US$2.1 million (A$3.0  million) written back as other expenses from ordinary activities. |
|   |                                                                                                                                                                                                                                    |
|   | In 2004, the US$3.6 million  (A$5.7 million) provided was made up of US$3.6 million (A$5.7 million)  provided as operating expense.                                                                                                     |
|   |                                                                                                                                                                                                                                    |
| (b)    | As part of the demerger  US$36.2 million (A$60.2 million) of the CSR group’s cash balances were  allocated to Rinker Group Limited.   This amount was transferred on May 13, 2003.                                            |
|        |                                                                                                                                                                                                                                         |  |

 

F-23

----

 
| **11**                                                       | **Inventories**                                                                                     |
|--------------------------------------------------------------|-----------------------------------------------------------------------------------------------------|
|                                                         |                                                                                                |
|                                                         |                                                                                                |   |   | **US$  million** |   |   | **A$ million** |   |
|                                                         |                                                                                                |   |   | **2004** |   | **2003** |   |   | **2004** |   | **2003** |   |
|                                                         |                                                                                                |   |   |   | ** ** |   |   |   |   | ** ** |   |   |
| **Current(a)**                                               |                                                                                                |   |   |   | ** ** |   |   |   |   | ** ** |   |   |
| Raw and process materials and stores                         |                                                                                                |   |   | **62.8** | ** ** | 56.4 |   |   | **83.2** | ** ** | 93.8 |   |
| Work in progress                                             |                                                                                                |   |   | **16.8** | ** ** | 9.3 |   |   | **22.2** | ** ** | 15.5 |   |
| Finished goods                                               |                                                                                                |   |   | **184.3** | ** ** | 167.5 |   |   | **244.1** | ** ** | 278.9 |   |
|                                                         |                                                                                                |   |   |   |   |   |   |   |   |   |   |   |
| **Total current  inventories**                               |                                                                                                |   |   | **263.9** | ** ** | 233.2 |   |   | **349.5** | ** ** | 388.2 |   |
|                                                         |                                                                                                |   |   |   | ** ** |   |   |   |   | ** ** |   |   |
| **Non-current**                                              |                                                                                                |   |   |   | ** ** |   |   |   |   | ** ** |   |   |
| Raw and process materials and stores(a)                      |                                                                                                |   |   | **12.3** | ** ** | 12.9 |   |   | **16.4** | ** ** | 21.5 |   |
| Land held for sale                                           |                                                                                                |   |   |   | ** ** |   |   |   |   | ** ** |   |   |
| •  at cost                                              |                                                                                                |   |   | **3.0** | ** ** | 6.1 |   |   | **4.0** | ** ** | 10.2 |   |
| •  at net realisable value                              |                                                                                                |   |   | **26.8** | ** ** | 27.4 |   |   | **35.3** | ** ** | 45.6 |   |
|                                                         |                                                                                                |   |   |   |   |   |   |   |   |   |   |   |
| **Total non-current  inventories**                           |                                                                                                |   |   | **42.1** | ** ** | 46.4 |   |   | **55.7** | ** ** | 77.3 |   |
|                                                         |                                                                                                |   |   |   | ** ** |   |   |   |   | ** ** |   |   |
|                                                              |
| (a)                                                          | All raw and  process materials and stores, work in progress and finished goods are valued  at cost. |
|                                                         |                                                                                                |
|                                                         |                                                                                                |
| **12**                                                       | **Investments  accounted for using the equity method**                                              |
|                                                         |                                                                                                |
|                                                         |                                                                                                |   |   | **US$  million** |   |   | **A$ million** | ** ** |
|                                                         |                                                                                                |   |   | **2004** | ** ** | **2003** | ** ** |   | **2004** | ** ** | **2003** | ** ** |
|                                                         |                                                                                                |   |   |   |   |   |   |   |   |   |   |   |
| Shares in associate companies (a)(b)                         |                                                                                                |   |   | **119.4** | ** ** | 143.0 |   |   | **158.1** | ** ** | 238.0 |   |
| Interests in partnerships(b)                                 |                                                                                                |   |   | **24.0** | ** ** | 13.5 |   |   | **31.8** | ** ** | 22.5 |   |
|                                                         |                                                                                                |   |   |   |   |   |   |   |   |   |   |   |
| **Total investments  accounted for using the equity method** |                                                                                                |   |   | **143.4** | ** ** | 156.5 |   |   | **189.9** | ** ** | 260.5 |   |
|                                                         |                                                                                                |   |   |   | ** ** |   |   |   |   | ** ** |   |   |
|                                                              |
| (a)                                                          | Not quoted  on stock exchanges.                                                                     |
|                                                         |                                                                                                |
| (b)                                                          | Details of  investments in associate entities are shown in note 33.                                 |
|                                                         |                                                                                                |
|                                                         |                                                                                                |
| **13**                                                       | **Other financial assets**                                                                          |
|                                                         |                                                                                                |
|                                                         |                                                                                                |   |   | **US$  million** |   |   | **A$ million** | ** ** |
|                                                         |                                                                                                |   |   | **2004** | ** ** | **2003** | ** ** |   | **2004** | ** ** | **2003** | ** ** |
|                                                         |                                                                                                |   |   |   |   |   |   |   |   |   |   |   |
| Investments at cost (not quoted on stock  exchanges)         |                                                                                                |   |   | **13.5** | ** ** | 8.9 |   |   | **17.8** |   | 14.8 |   |
|                                                         |                                                                                                |   |   |   |   |   |   |   |   |   |   |   |
| **Total other  financial assets**                            |                                                                                                |   |   | **13.5** | ** ** | 8.9 |   |   | **17.8** |   | 14.8 |   |
|                                                              |                                                                                                     |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

F-24

----

 
| **14**                                            | **Property****, plant and equipment(a)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|---------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   | **US$  million** |   |   | **A$ million** | ** ** |
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   | **2004** | ** ** | **2003** | ** ** |   | **2004** | ** ** | **2003** | ** ** |
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |
| **Land and buildings**                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |   | ** ** |   |   |   |   |   |   |   |
| At cost                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   | **514.9** | ** ** | 468.8 |   |   | **681.4** | ** ** | 780.5 |   |
| Accumulated depreciation                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   | **(42.2** | **)** | (26.8 | ) |   | **(55.5** | **)** | (44.7 | ) |
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |
| **Total land and  buildings(b)**                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   | **472.7** | ** ** | 442.0 |   |   | **625.9** | ** ** | 735.8 |   |
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |   | ** ** |   |   |   |   | ** ** |   |   |
| **Plant and equipment**                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |   | ** ** |   |   |   |   | ** ** |   |   |
| At cost                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   | **1,823.0** | ** ** | 1,661.1 |   |   | **2,405.7** | ** ** | 2,765.8 |   |
| Accumulated depreciation                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   | **(739.6** | **)** | (656.5 | ) |   | **(971.1** | **)** | (1,093.1 | ) |
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |
| **Total plant and  equipment**                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   | **1,083.4** | ** ** | 1,004.6 |   |   | **1,434.6** | ** ** | 1,672.7 |   |
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |   | ** ** |   |   |   |   | ** ** |   |   |
| **Quarry and other  raw material reserves**       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |   | ** ** |   |   |   |   | ** ** |   |   |
| At cost                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   | **185.6** | ** ** | 163.4 |   |   | **245.0** | ** ** | 272.0 |   |
| Accumulated depletion                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   | **(26.0** | **)** | (8.3 | ) |   | **(33.7** | **)** | (13.7 | ) |
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |
| **Total quarry and  other raw material reserves** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   | **159.6** | ** ** | 155.1 |   |   | **211.3** | ** ** | 258.3 |   |
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |   |
| **Total property,  plant and equipment**          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   | **1,715.7** | ** ** | 1,601.7 |   |   | **2,271.8** | ** ** | 2,666.8 |   |
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                   |
| (a)                                               | The economic  life over which assets are depreciated is: Buildings - up to 40 years; Plant  and equipment - 1 to 48 years; Quarry and other raw material reserves - 1 to  48 years. The weighted average life is: Buildings - 18 years; Plant and  equipment - 12 years; Quarry and other raw material reserves - 19 years.                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| (b)                                               | Land and  buildings acquired prior to August 2002, owned by the consolidated  entity, were independently valued as at December 31, 2003.  Land held for development and sale and  properties used in quarrying were not included in this valuation.  Virtually all such valuations were  independent and carried out by Jones Lang LaSalle Pty Ltd in Australia and  China, and American Appraisal Associates in the United States.  The basis of the valuations was existing  use, except for the sites that are considered to be surplus to the Rinker  Group’s requirements, where an open market value was used.  The results of these valuations were not  materially different from the carrying values above. |
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **15**                                            | **Movements in property****, plant and equipment**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **Year end March 31, 2004  US$ million**     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | **Land and  buildings** |   | **Plant and  equipment** |   | **Quarry and  other raw  materials reserves** |   |
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   | **(US$  million)** |   |   | ** ** |
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |   |   |   |   |
| Balance at the beginning of the financial  year   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 442.0 |   | 1,004.6 |   | 155.1 |   |
| acquired                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 26.5 |   | 184.8 |   | 4.1 |   |
| disposed of                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (6.9 | ) | (9.8 | ) | — |   |
| depreciation, depletion and amortisation          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (15.8 | ) | (137.8 | ) | (8.1 | ) |
| foreign currency translation                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 25.9 |   | 45.7 |   | 6.6 |   |
| revaluations and reclassifications                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 1.0 |   | (4.1 | ) | 1.9 |   |
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |   |   |   |   |
| Balance at the end of the financial year          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 472.7 |   | 1,083.4 |   | 159.6 |   |
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |   |   |   |   |
| **A$ million**                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | **Land and  buildings** |   | **Plant and  equipment** |   | **Quarry and  other raw  materials reserves** |   |
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   | **(A$  million)** |   |   | ** ** |
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |   |   |   |   |
| Balance at the beginning of the financial  year   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 735.8 |   | 1,672.7 |   | 258.3 |   |
| acquired                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 37.4 |   | 262.3 |   | 5.0 |   |
| disposed of                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (9.7 | ) | (13.9 | ) | — |   |
| depreciation, depletion and amortisation          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (22.8 | ) | (198.1 | ) | (11.6 | ) |
| foreign currency translation                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (116.1 | ) | (283.2 | ) | (43.9 | ) |
| revaluations and reclassifications                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 1.3 |   | (5.2 | ) | 3.5 |   |
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |   |   |   |   |
| Balance at the end of the financial year          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 625.9 |   | 1,434.6 |   | 211.3 |   |
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

F-25

----

 
| **16**                                                                                                                                                                                                                                                                                                                                                                                                                             | **Intangibles**                                                                     |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                | **US$  million** |   |   | **A$ million** |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                | **2004** |   | **2003** |   |   | **2004** |   | **2003** |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                |   |   |   |   |   |   |   |   |   |
| **Goodwill**                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                |   | ** ** |   |   |   |   | ** ** |   |   |
| At cost                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                | **1,082.1** | ** ** | 1,080.2 |   |   | **1,432.8** | ** ** | 1,798.5 |   |
| Accumulated amortisation                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                | **(261.4** | **)** | (206.6 | ) |   | **(346.1** | **)** | (343.9 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                |   |   |   |   |   |   |   |   |   |
| **Total goodwill**                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                | **820.7** | ** ** | 873.6 |   |   | **1,086.7** | ** ** | 1,454.6 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                |   | ** ** |   |   |   |   | ** ** |   |   |
| **Other intangibles**                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                |   | ** ** |   |   |   |   | ** ** |   |   |
| At cost                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                | **41.5** | ** ** | 41.7 |   |   | **54.9** | ** ** | 69.4 |   |
| Accumulated amortisation                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                | **(23.4** | **)** | (18.8 | ) |   | **(30.9** | **)** | (31.3 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                |   |   |   |   |   |   |   |   |   |
| **Total other  intangibles**                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                | **18.1** | ** ** | 22.9 |   |   | **24.0** | ** ** | 38.1 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                |   |   |   |   |   |   |   |   |   |
| **Total intangibles**                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                | **838.8** | ** ** | 896.5 |   |   | **1,110.7** | ** ** | 1,492.7 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                |
| The weighted  average amortisation period for goodwill is 20 years.  The goodwill amortisation charge is  expected to be US$56.5 million (A$81.3 million) in the year ended  March 31, 2005, depending on foreign exchange rates and acquisitions  made.  In subsequent years, the  goodwill amortisation charge is expected to be nil, following the adoption of  International Accounting Standards in Australia. |
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                |
| The weighted  average amortisation period for other intangibles is 9 years.  Future amortisation charges are expected  to be similar to the US$4.5 million (A$6.5 million) charge in the year ended  March 31, 2004.                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                |
| **17**                                                                                                                                                                                                                                                                                                                                                                                                                             | **Other assets**                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                | **US$  million** |   |   | **A$ million** |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                | **2004** |   | **2003** |   |   | **2004** |   | **2003** |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                |   |   |   |   |   |   |   |   |   |
| **Current**                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                |   |   |   |   |   |   |   |   |   |
| Prepayments                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                | **52.3** | ** ** | 18.2 |   |   | **69.3** | ** ** | 30.3 |   |
| Deferred costs                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                | **8.3** | ** ** | 4.4 |   |   | **10.9** | ** ** | 7.3 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                |   |   |   |   |   |   |   |   |   |
| **Total other current  assets**                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                | **60.6** | ** ** | 22.6 |   |   | **80.2** | ** ** | 37.6 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                |   | ** ** |   |   |   |   | ** ** |   |   |
| **Non-current**                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                |   | ** ** |   |   |   |   | ** ** |   |   |
| Deferred costs(a)                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                | **43.6** | ** ** | 38.7 |   |   | **57.7** | ** ** | 64.4 |   |
| Accumulated amortisation                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                | **(17.8** | **)** | (13.0 | ) |   | **(23.6** | **)** | (21.6 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                | **25.8** |   | 25.7 |   |   | **34.1** | ** ** | 42.8 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                |   | ** ** |   |   |   |   | ** ** |   |   |
| Software and system development                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                | **49.3** | ** ** | 43.6 |   |   | **65.3** | ** ** | 72.6 |   |
| Accumulated amortisation                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                | **(34.6** | **)** | (23.7 | ) |   | **(45.8** | **)** | (39.5 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                | **14.7** |   | 19.9 |   |   | **19.5** | ** ** | 33.1 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                |   |   |   |   |   |   |   |   |   |
| Other                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                | **0.3** | ** ** | 0.4 |   |   | **0.4** | ** ** | 0.7 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                |   |   |   |   |   |   |   |   |   |
| **Total non-current  other assets**                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                | **40.8** | ** ** | 46.0 |   |   | **54.0** | ** ** | 76.6 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                |   |   |   |   |   |   |   |   |   |
| ****                                                                                                                                                                                                                                                                                                                                                                                                                               |
| (a)                                                                                                                                                                                                                                                                                                                                                                                                                                | Mainly  deferred quarry establishment costs. Amortised over the life of the quarry. |
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                |
| **18**                                                                                                                                                                                                                                                                                                                                                                                                                             | **Current payables**                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                | **US$  million** |   |   | **A$ million** | ** ** |
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                | **2004** |   | **2003** | ** ** |   | **2004** | ** ** | **2003** | ** ** |
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                |   |   |   |   |   |   |   |   |   |
| Trade payables                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                | **360.3** |   | 272.1 |   |   | **477.1** |   | 453.1 |   |
| Other payables                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                | **99.5** |   | 94.4 |   |   | **131.8** |   | 157.2 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                |   |   |   |   |   |   |   |   |   |
| **Total current  payables**                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                | **459.8** |   | 366.5 |   |   | **608.9** |   | 610.3 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                     |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

F-26

----

 
| **19**                                              | **Interest-bearing liabilities**                                                                                                                                                        |
|-----------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                |                                                                                                                                                                                    |
|                                                |                                                                                                                                                                                    | **US$  million** |   |   | **A$ million** |   |
|                                                |                                                                                                                                                                                    | **2004** |   | **2003** |   |   | **2004** |   | **2003** |   |
| **Current**                                         |                                                                                                                                                                                    |   |   |   |   |   |   |   |   |   |
| **Current maturities  of long-term borrowings**     |                                                                                                                                                                                    |   | ** ** |   |   |   |   | ** ** |   |   |
| Secured                                             |                                                                                                                                                                                    |   | ** ** |   |   |   |   | ** ** |   |   |
| •  bank loans(a)                               |                                                                                                                                                                                    | **—** | ** ** | 0.2 |   |   | **—** | ** ** | 0.4 |   |
| •  other facilities(a)                         |                                                                                                                                                                                    | **4.9** | ** ** | 2.9 |   |   | **6.5** | ** ** | 4.8 |   |
| Unsecured                                           |                                                                                                                                                                                    |   | ** ** |   |   |   |   | ** ** |   |   |
| •  bonds(b)                                    |                                                                                                                                                                                    | **—** | ** ** | 153.3 |   |   | **—** | ** ** | 255.3 |   |
| •  other facilities                            |                                                                                                                                                                                    | **1.0** | ** ** | 1.1 |   |   | **1.3** | ** ** | 1.7 |   |
|                                                |                                                                                                                                                                                    |   | ** ** |   |   |   |   | ** ** |   |   |
|                                                |                                                                                                                                                                                    | **5.9** | ** ** | 157.5 |   |   | **7.8** | ** ** | 262.2 |   |
|                                                |                                                                                                                                                                                    |   | ** ** |   |   |   |   | ** ** |   |   |
| **Short-term  borrowings**                          |                                                                                                                                                                                    |   | ** ** |   |   |   |   | ** ** |   |   |
| Unsecured                                           |                                                                                                                                                                                    |   | ** ** |   |   |   |   | ** ** |   |   |
| •  bank loans                                  |                                                                                                                                                                                    | **11.5** | ** ** | 4.2 |   |   | **15.2** | ** ** | 7.0 |   |
|                                                |                                                                                                                                                                                    | **11.5** | ** ** | 4.2 |   |   | **15.2** | ** ** | 7.0 |   |
|                                                |                                                                                                                                                                                    |   | ** ** |   |   |   |   | ** ** |   |   |
| **Total current  interest-bearing liabilities**     |                                                                                                                                                                                    | **17.4** | ** ** | 161.7 |   |   | **23.0** | ** ** | 269.2 |   |
|                                                |                                                                                                                                                                                    |   | ** ** |   |   |   |   | ** ** |   |   |
| **Non-current**                                     |                                                                                                                                                                                    |   | ** ** |   |   |   |   | ** ** |   |   |
| **Long-term  borrowings**                           |                                                                                                                                                                                    |   | ** ** |   |   |   |   | ** ** |   |   |
| Secured                                             |                                                                                                                                                                                    |   | ** ** |   |   |   |   | ** ** |   |   |
| •  bonds(a)                                    |                                                                                                                                                                                    | **—** | ** ** | 81.5 |   |   | **—** | ** ** | 135.7 |   |
| •  other facilities(a)                         |                                                                                                                                                                                    | **3.2** | ** ** | 7.6 |   |   | **4.3** | ** ** | 12.6 |   |
| Unsecured                                           |                                                                                                                                                                                    |   | ** ** |   |   |   |   | ** ** |   |   |
| •  bonds                                       |                                                                                                                                                                                    | **599.9** | ** ** | 449.7 |   |   | **794.4** | ** ** | 748.7 |   |
| •  commercial paper                            |                                                                                                                                                                                    | **24.9** | ** ** | — |   |   | **33.0** | ** ** | — |   |
| •  bank lines                                  |                                                                                                                                                                                    | **275.0** | ** ** | 490.0 |   |   | **364.1** | ** ** | 815.9 |   |
| •  owing to CSR Limited                        |                                                                                                                                                                                    | **8.4** | ** ** | 13.5 |   |   | **11.1** | ** ** | 22.5 |   |
| •  other facilities                            |                                                                                                                                                                                    | **1.0** | ** ** | 9.2 |   |   | **1.3** | ** ** | 15.3 |   |
|                                                |                                                                                                                                                                                    |   | ** ** |   |   |   |   | ** ** |   |   |
| **Total non-current  interest-bearing liabilities** |                                                                                                                                                                                    | **912.4** | ** ** | 1,051.5 |   |   | **1,208.2** | ** ** | 1,750.7 |   |
|                                                |                                                                                                                                                                                    |   |   |   |   |   |   |   |   |   |
| ****                                                |
| (a)                                                 | Collateralised  by a charge over property, plant and equipment. The net carrying value of the  assets subject to charge as at March 31, 2004 is US$10.9 million (A$14.4  million). |
|                                                |                                                                                                                                                                                    |
| (b)                                                 | As part of  the demerger these bonds were extinguished on April 2, 2003.                                                                                                           |
|                                                     |                                                                                                                                                                                         |  |  |  |  |  |  |  |  |  |  |  |

 

F-27

----

 
| **20**                                                                                                | **Credit facilities and maturity profile**                                                        |
|-------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------|
|                                                                                                  |                                                                                              |
|                                                                                                  |                                                                                              | **US$  million** |   |   | **A$ million** |   |
|                                                                                                  |                                                                                              | **2004** |   | **2003** |   |   | **2004** |   | **2003** |   |
|                                                                                                  |                                                                                              |   |   |   |   |   |   |   |   |   |
| **Current maturities  of long-term borrowings are repayable in the following currencies**             |                                                                                              |   | ** ** |   |   |   |   | ** ** |   |   |
| United States dollar debt                                                                             |                                                                                              | **4.1** | ** ** | 4.2 |   |   | **5.4** | ** ** | 6.9 |   |
| Australian dollar debt                                                                                |                                                                                              | **1.8** | ** ** | — |   |   | **2.4** | ** ** | — |   |
|                                                                                                  |                                                                                              |   | ** ** |   |   |   |   | ** ** |   |   |
|                                                                                                  |                                                                                              | **5.9** | ** ** | 4.2 |   |   | **7.8** | ** ** | 6.9 |   |
|                                                                                                  |                                                                                              |   | ** ** |   |   |   |   | ** ** |   |   |
| **Category of  aggregate short-term borrowings**                                                      |                                                                                              |   | ** ** |   |   |   |   | ** ** |   |   |
| United States dollar debt(a)                                                                          |                                                                                              | **—** | ** ** | 153.3 |   |   | **—** | ** ** | 255.3 |   |
| Chinese yuan debt                                                                                     |                                                                                              | **11.5** | ** ** | 4.2 |   |   | **15.2** | ** ** | 7.0 |   |
|                                                                                                  |                                                                                              | **11.5** | ** ** | 157.5 |   |   | **15.2** | ** ** | 262.3 |   |
| **Total current  interest-bearing liabilities**                                                       |                                                                                              | **17.4** | ** ** | 161.7 |   |   | **23.0** | ** ** | 269.2 |   |
|                                                                                                  |                                                                                              |   | ** ** |   |   |   |   | ** ** |   |   |
| **Other current  payables**                                                                           |                                                                                              | **2.6** | ** ** | — |   |   | **3.4** | ** ** | — |   |
|                                                                                                  |                                                                                              |   | ** ** |   |   |   |   | ** ** |   |   |
| **Total current  interest bearing liabilities and other payables**                                    |                                                                                              | **20.0** | ** ** | 161.7 |   |   | **26.4** | ** ** | **269.2** |   |
|                                                                                                  |                                                                                              |   | ** ** |   |   |   |   | ** ** |   |   |
| ****                                                                                                  |
| (a)                                                                                                   | During the  year ended March 31, 2004, the short-term United States dollar debt was  repaid. |
|                                                                                                  |                                                                                              |
|                                                                                                  |                                                                                              |   |   | **2004  %** |   | **2003  %** |   |   |   |
| **Weighted average  interest rate of aggregate short-term borrowings**                                |                                                                                              |   |   |   | ** ** |   |   |   |   |
| United States dollar debt                                                                             |                                                                                              |   |   | **6.5** | ** ** | 1.8 |   |   |   |
| Chinese yuan debt                                                                                     |                                                                                              |   |   | **4.9** | ** ** | 4.5 |   |   |   |
|                                                                                                  |                                                                                              |   |   |   | ** ** |   |   |   |   |
|                                                                                                  |                                                                                              | **US$  million** |   |   | **A$ million** | ** ** |
|                                                                                                  |                                                                                              | **2004** |   | **2003** | ** ** |   | **2004** | ** ** | **2003** | ** ** |
|                                                                                                  |                                                                                              |   |   |   |   |   |   |   |   |   |
| **Non-current  interest-bearing liabilities and payables are repayable in the following  currencies** |                                                                                              |   |   |   |   |   |   | ** ** |   |   |
| Australian dollars                                                                                    |                                                                                              | **8.8** | ** ** | 16.1 |   |   | **11.8** | ** ** | 26.8 |   |
| United States dollars                                                                                 |                                                                                              | **923.0** | ** ** | 1,057.0 |   |   | **1,222.1** | ** ** | 1,759.8 |   |
|                                                                                                  |                                                                                              |   | ** ** |   |   |   |   | ** ** |   |   |
|                                                                                                  |                                                                                              | **931.8** | ** ** | 1,073.1 |   |   | **1,233.9** | ** ** | 1,786.6 |   |
|                                                                                                  |                                                                                              |   | ** ** |   |   |   |   | ** ** |   |   |
| **Total non-current  interest-bearing liabilities and payables will mature as follows**               |                                                                                              |   | ** ** |   |   |   |   | ** ** |   |   |
| Year ending March                                                                                     |                                                                                              |   | ** ** |   |   |   |   | ** ** |   |   |
| •  1 to 2 years                                                                                  |                                                                                              | **273.1** | ** ** | — |   |   | **361.6** | ** ** | — |   |
| •  2 to 3 years                                                                                  |                                                                                              | **2.6** | ** ** | 250.0 |   |   | **3.5** | ** ** | 416.3 |   |
| •  3 to 4 years                                                                                  |                                                                                              | **302.1** | ** ** | 547.0 |   |   | **400.0** | ** ** | 910.7 |   |
| •  4 to 5 years                                                                                  |                                                                                              | **1.6** | ** ** | — |   |   | **2.1** | ** ** | — |   |
| •  5 to 6 years                                                                                  |                                                                                              | **0.5** | ** ** | — |   |   | **0.7** | ** ** | — |   |
| •  6 to 7 years                                                                                  |                                                                                              | **200.3** | ** ** | — |   |   | **265.3** | ** ** | — |   |
| •  7 to 8 years                                                                                  |                                                                                              | **0.2** | ** ** | — |   |   | **0.3** | ** ** | — |   |
| •  8 to 9 years                                                                                  |                                                                                              | **0.2** | ** ** | — |   |   | **0.3** | ** ** | — |   |
| •  9 to 10 years                                                                                 |                                                                                              | **0.3** | ** ** | — |   |   | **0.4** | ** ** | — |   |
| •  more than 10 years                                                                            |                                                                                              | **150.9** | ** ** | 244.8 |   |   | **199.7** | ** ** | 407.6 |   |
|                                                                                                  |                                                                                              | **931.8** | ** ** | 1,041.8 |   |   | **1,233.9** | ** ** | 1,734.6 |   |
| Borrowings and payables without fixed  maturity date                                                  |                                                                                              | **—** | ** ** | 31.3 |   |   | **—** | ** ** | 52.0 |   |
|                                                                                                  |                                                                                              |   | ** ** |   |   |   |   | ** ** |   |   |
|                                                                                                  |                                                                                              | **931.8** | ** ** | 1,073.1 |   |   | **1,233.9** | ** ** | 1,786.6 |   |
|                                                                                                       |                                                                                                   |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

F-28

----

 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                             | **US$  million** |       |     | **A$ million** |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------|------------|----------|----------------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                             | **2004**         |       | **2003** |           |   | **2004** |   | **2003** |   |
| **Non-current  interest-bearing liabilities and payables**                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                             |             |       |     |           |   |   |   |   |   |
| **Short-term  maturities backed by long-term credit standby facilities**                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                             |             | ** ** |     |           |   |   | ** ** |   |   |
| US dollar debt                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                             |             | ** ** |     |           |   |   | ** ** |   |   |
| commercial paper                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                             |             | ** ** |     |           |   |   | ** ** |   |   |
| •  (average rate 2004:1.2%, 2003:1.9%)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                             | **24.9**         | ** ** | —   |           |   | **33.0** | ** ** | — |   |
| bank lines                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                             |             | ** ** |     |           |   |   | ** ** |   |   |
| •  (average rate 2004:1.5%, 2003:1.8%)(d)(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                             | **—**       | ** ** | 125.0    |           |   | **—** | ** ** | 208.1 |   |
| bonds                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                             |             | ** ** |     |           |   |   | ** ** |   |   |
| •  maturity March 2004 (6.88%)(c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                             | **—**       | ** ** | 53.6     |           |   | **—** | ** ** | 89.2 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                             | **24.9**         | ** ** | 178.6    |           |   | **33.0** | ** ** | 297.3 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                             |             | ** ** |     |           |   |   | ** ** |   |   |
| **Long-term  maturities of borrowings(c)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                             |             | ** ** |     |           |   |   | ** ** |   |   |
| United States dollar debt                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                             |             | ** ** |     |           |   |   | ** ** |   |   |
| •  US bonds                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                             |             | ** ** |     |           |   |   | ** ** |   |   |
| •  maturity July 2005 (2004:6.88%, 2003:6.88%)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                             | **250.0**        | ** ** | 246.2    |           |   | **331.0** | ** ** | 409.9 |   |
| •  maturity August or December 2010 (2004:4.6%, 2003:nil)(d)                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                             | **200.0**        | ** ** | —   |           |   | **264.8** | ** ** | — |   |
| •  maturity July 2025 (2004:7.70%, 2003:7.70%)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                             | **149.9**        | ** ** | 149.9    |           |   | **198.5** | ** ** | 249.6 |   |
| •  Bank lines                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                             | **275.0**        | ** ** | 365.0    |           |   | **364.1** | ** ** | 607.8 |   |
| •  Promissory note (4.00%)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                             | **1.0**          | ** ** | 2.0      |           |   | **1.3** | ** ** | 3.3 |   |
| •  Variable rate note (1.45%, 2003)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                             | **—**       | ** ** | 7.2      |           |   | **—** | ** ** | 12.0 |   |
| •  Other bonds - maturity December 2014 (8.5%, 2003)(d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                             | **—**       | ** ** | 81.5     |           |   | **—** | ** ** | 135.7 |   |
| •  Term payables                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                             | **19.2**         | ** ** | 19.0     |           |   | **25.4** | ** ** | 31.6 |   |
| •  Other items                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                             | **3.0**          | ** ** | 7.6      |           |   | **4.0** | ** ** | 12.6 |   |
| Australian dollar debt                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                             |             | ** ** |     |           |   |   | ** ** |   |   |
| •  Other                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                             | **8.8**          | ** ** | 16.1     |           |   | **11.8** | ** ** | 26.8 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                             | **906.9**        | ** ** | 894.5    |           |   | **1,200.9** | ** ** | 1,489.3 |   |
| **Total non-current  interest-bearing liabilities and payables**                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                             | **931.8**        | ** ** | 1,073.1  |           |   | **1,233.9** | ** ** | 1,786.6 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                             |             |       |     |           |   |   |   |   |   |
| ****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Details of  long-term credit stand-by facilities are disclosed below. During the year  ended March 31, 2004, US$125 million of borrowings under bank lines were  repaid.                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                             |
| (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Certain US$ debt has a floating interest rate. (Refer to note 27 to  the financial statements for details). Interest on this debt is based upon  LIBOR plus a margin. The margins payable under the facilities are generally  consistent with that which an A-/BBB+ rated entity would expect to obtain for  facilities of this size and nature. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                             |
| (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | During the year ended March 31, 2004, US$200.0 million of bonds  were issued and US$81.5 million of other bonds were repaid.                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                             |
| **Commercial paper.**  Rinker group has a commercial paper  program based in the United States.   The program, which totals US$400.0 million, or A$529.7 million (2003:  US$400.0 million, or A$666.0 million) is an evergreen facility.  Drawings on the program are backed by the  standby facilities referred to below. As at March 31, 2004 Rinker group  had US$24.9 million, or A$33.0 million drawn under the facility.                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **Credit standby facilities.**  Rinker group had total committed credit  standby facilities of US$1,077.5 million, or A$1,426.8 million (2003:  US$1,077.5 million, or A$1,794.0 million) of which US$492.4 million, or  A$652.0 million was undrawn as at March 31, 2004. These facilities have  fixed maturity dates ranging between March 2005 and April 2007. The  weighted average commitment fee is 0.157%.   Commitments can be withdrawn following an event of default under the  facility agreements. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **Other.**  At March 31,2004, Rinker group  entities had in place uncommitted working capital facilities of US$70  million, (A$ 92.7 million).  US$35.8  million (A$47.3 million) in letters of credit were issued against these  working capital facilities at March 31, 2004.                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                  |                  |            |          |                |        |  |  |  |  |  |

 

F-29

----

 
| **21**                                        | **Provisions** |                    |
|-----------------------------------------------|----------------|-------------------------|
|                                          |           |                    |
|                                          |           | **March 31  2003** |   | **Recognised** |   | **Acquired** |   | **Settled** |   | **Disposals/  Transfers** |   | **Foreign  Currency  Translation** |   | **March 31  2004** |   |
|                                          |           | **(US$  million)**      |   |
|                                          |           |                    |   |   |   |   |   |   |   |   |   |   |   |   | ** ** |
| **Consolidated**                              |           |                    |   |   |   |   |   |   |   |   |   |   |   |   | ** ** |
| **Current**                                   |           |                    |   |   |   |   |   |   |   |   |   |   |   |   | ** ** |
| Employee entitlements                         |           | 34.6                    |   | 53.9 |   | 0.5 |   | (56.1 | ) | (0.9 | ) | 2.1 |   | **34.1** | ** ** |
| Fringe benefits tax                           |           | 0.3                     |   | 2.3 |   | — |   | (0.6 | ) | — |   | 0.2 |   | **2.2** | ** ** |
| Restructure and rationalisation               |           | —                  |   | 3.6 |   | — |   | (1.3 | ) | — |   | 0.3 |   | **2.6** | ** ** |
| Restoration and environmental  rehabilitation |           | 3.7                     |   | 1.4 |   | — |   | (0.7 | ) | — |   | 0.2 |   | **4.6** | ** ** |
| Uninsured losses and future claims            |           | 29.7                    |   | 100.6 |   | — |   | (99.7 | ) | — |   | 0.2 |   | **30.8** | ** ** |
| Other                                         |           | 10.6                    |   | 9.0 |   |   |   | (5.6 | ) |   |   | 0.6 |   | **14.6** | ** ** |
| **Total current  provisions**                 |           | 78.9                    |   | 170.8 |   | 0.5 |   | (164.0 | ) | (0.9 | ) | 3.6 |   | **88.9** | ** ** |
|                                          |           |                    |   |   |   |   |   |   |   |   |   |   |   |   | ** ** |
| **Non-current**                               |           |                    |   |   |   |   |   |   |   |   |   |   |   |   | ** ** |
| Employee entitlements                         |           | 12.5                    |   | 0.5 |   | 0.1 |   | — |   | 1.0 |   | 3.2 |   | **17.3** | ** ** |
| Restoration and environmental  rehabilitation |           | 14.3                    |   | 4.4 |   | 0.3 |   | — |   | — |   | 2.2 |   | **21.2** | ** ** |
| Uninsured losses and future claims            |           | 35.9                    |   | (3.5 | ) | — |   | — |   | — |   | — |   | **32.4** | ** ** |
| Other                                         |           | 0.9                     |   | (0.8 | ) | — |   | — |   | — |   | — |   | **0.1** | ** ** |
| **Total non-current  provisions**             |           | 63.6                    |   | 0.6 |   | 0.4 |   | — |   | 1.0 |   | 5.4 |   | **71.0** | ** ** |
|                                          |           |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                          |           | **March 31  2002** |   | **Recognised** |   | **Acquired** |   | **Settled** |   | **Disposals/  Transfers** |   | **Foreign  Currency  Translation** |   | **March 31  2003** |   |
|                                          |           | **(US$  million)**      |   |
|                                          |           |                    |   |   |   |   |   |   |   |   |   |   |   |   | ** ** |
| **Consolidated**                              |           |                    |   |   |   |   |   |   |   |   |   |   |   |   | ** ** |
| **Current**                                   |           |                    |   |   |   |   |   |   |   |   |   |   |   |   | ** ** |
| Employee entitlements                         |           | 22.7                    |   | 49.4 |   | 17.6 |   | (56.0 | ) | 0.2 |   | 0.7 |   | 34.6 | ** ** |
| Fringe benefits tax                           |           | 1.3                     |   | 0.2 |   | — |   | (1.4 | ) | — |   | 0.2 |   | 0.3 | ** ** |
| Restructure and rationalisation               |           | 5.5                     |   | (1.1 | ) | — |   | (4.8 | ) | 0.1 |   | 0.3 |   | — | ** ** |
| Restoration and environmental  rehabilitation |           | 3.0                     |   | — |   | 2.3 |   | (1.7 | ) | — |   | 0.1 |   | 3.7 | ** ** |
| Uninsured losses and future claims            |           | 19.0                    |   | 69.7 |   | 8.1 |   | (67.3 | ) | — |   | 0.2 |   | 29.7 | ** ** |
| Other                                         |           | 2.5                     |   | 1.2 |   | 6.8 |   | (1.9 | ) | 1.7 |   | 0.3 |   | 10.6 | ** ** |
| **Total current  provisions**                 |           | 54.0                    |   | 119.4 |   | 34.8 |   | (133.1 | ) | 2.0 |   | 1.8 |   | 78.9 | ** ** |
|                                          |           |                    |   |   |   |   |   |   |   |   |   |   |   |   | ** ** |
| **Non-current**                               |           |                    |   |   |   |   |   |   |   |   |   |   |   |   | ** ** |
| Employee entitlements                         |           | 11.3                    |   | (1.1 | ) | — |   | — |   | 0.9 |   | 1.4 |   | 12.5 | ** ** |
| Restructure and rationalisation               |           | 1.2                     |   | (1.2 | ) | — |   | — |   | — |   | — |   | — | ** ** |
| Restoration and environmental  rehabilitation |           | 10.6                    |   | 2.8 |   | — |   | — |   | — |   | 0.9 |   | 14.3 | ** ** |
| Uninsured losses and future claims            |           | 23.1                    |   | 12.4 |   | — |   | — |   | — |   | 0.4 |   | 35.9 | ** ** |
| Other                                         |           | —                  |   | 0.1 |   | 0.8 |   | — |   | — |   | — |   | 0.9 | ** ** |
| **Total non-current  provisions**             |           | 46.2                    |   | 13.0 |   | 0.8 |   | — |   | 0.9 |   | 2.7 |   | 63.6 | ** ** |
|                                          |           |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                          |           | **March 31  2001** |   | **Recognised** |   | **Acquired** |   | **Settled** |   | **Disposals/  Transfers** |   | **Foreign  Currency  Translation** |   | **March 31  2002** |   |
|                                          |           | **(US$  million)**      |   |
|                                          |           |                    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Consolidated**                              |           |                    |   |   |   |   |   |   |   |   |   |   |   |   | ** ** |
| **Current**                                   |           |                    |   |   |   |   |   |   |   |   |   |   |   |   | ** ** |
| Employee entitlements                         |           | 25.4                    |   | 32.6 |   | 0.1 |   | (35.1 | ) | (0.6 | ) | 0.3 |   | 22.7 | ** ** |
| Fringe benefits tax                           |           | 1.3                     |   | 1.2 |   | — |   | (1.2 | ) | — |   | — |   | 1.3 | ** ** |
| Restructure and rationalisation               |           | 7.5                     |   | (0.7 | ) | — |   | (1.6 | ) | — |   | 0.3 |   | 5.5 | ** ** |
| Restoration and environmental  rehabilitation |           | 4.0                     |   | 1.3 |   | (0.1 | ) | (2.2 | ) | — |   | — |   | 3.0 | ** ** |
| Uninsured losses and future claims            |           | 14.3                    |   | 62.8 |   | — |   | (58.1 | ) | — |   | — |   | 19.0 | ** ** |
| Other                                         |           | 5.2                     |   | (0.3 | ) | — |   | (2.5 | ) | — |   | 0.1 |   | 2.5 | ** ** |
| **Total current  provisions**                 |           | 57.7                    |   | 96.9 |   | — |   | (100.7 | ) | (0.6 | ) | 0.7 |   | 54.0 | ** ** |
|                                          |           |                    |   |   |   |   |   |   |   |   |   |   |   |   | ** ** |
| **Non-current**                               |           |                    |   |   |   |   |   |   |   |   |   |   |   |   | ** ** |
| Employee entitlements                         |           | 10.6                    |   | — |   | — |   | — |   | — |   | 0.7 |   | 11.3 | ** ** |
| Restructure and rationalisation               |           | 1.5                     |   | (0.3 | ) | — |   | — |   | — |   | — |   | 1.2 | ** ** |
| Restoration and environmental  rehabilitation |           | 8.8                     |   | 1.1 |   | 0.3 |   | — |   | — |   | 0.4 |   | 10.6 | ** ** |
| Uninsured losses and future claims            |           | 22.5                    |   | 0.6 |   | — |   | — |   | — |   | — |   | 23.1 | ** ** |
| **Total non-current  provisions**             |           | 43.4                    |   | 1.4 |   | 0.3 |   | — |   | — |   | 1.1 |   | 46.2 | ** ** |
|                                               |                |                         |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

F-30

----

 
|                                          |   | **March 31  2003** |   | **Recognised** |   | **Acquired** |   | **Settled** |   | **Disposals/  Transfers** |   | **Foreign  Currency  Translation** |   | **March 31  2004** |   |
|-----------------------------------------------|--------|-------------------------|--------|----------------|--------|--------------|--------|-------------|--------|---------------------------|--------|------------------------------------|--------|-------------------------|--------|
|                                          |   | **(A$  million)**       |   |
|                                          |   |                    |   |           |   |         |   |        |   |                      |   |                               |   |                    |   |
| **Consolidated**                              |   |                    |   |           |   |         |   |        |   |                      |   |                               |   |                    |   |
| **Current**                                   |   |                    |   |           |   |         |   |        |   |                      |   |                               |   |                    |   |
| Employee entitlements                         |   | 57.7                    |   | 77.4           |   | 0.8          |   | (80.5       | )      | (1.4                      | )      | (8.8                               | )      | **45.2**                |   |
| Fringe benefits tax                           |   | 0.5                     |   | 3.3            |   | —       |   | (0.8        | )      | —                    |   | —                             |   | **3.0**                 |   |
| Restructure and rationalisation               |   | —                  |   | 5.2            |   | —       |   | (1.8        | )      | —                    |   | —                             |   | **3.4**                 |   |
| Restoration and environmental  rehabilitation |   | 6.1                     |   | 2.1            |   | —       |   | (1.0        | )      | —                    |   | (1.2                               | )      | **6.0**                 |   |
| Uninsured losses and future claims            |   | 49.4                    |   | 143.9          |   | —       |   | (142.0      | )      | —                    |   | (10.5                              | )      | **40.8**                |   |
| Other                                         |   | 17.6                    |   | 12.0           |   | —       |   | (8.1        | )      | —                    |   | (2.1                               | )      | **19.4**                |   |
| **Total current  provisions**                 |   | 131.3                   |   | 243.9          |   | 0.8          |   | (234.2      | )      | (1.4                      | )      | (22.6                              | )      | **117.8**               |   |
|                                          |   |                    |   |           |   |         |   |        |   |                      |   |                               |   |                    |   |
| **Non-current**                               |   |                    |   |           |   |         |   |        |   |                      |   |                               |   |                    |   |
| Employee entitlements                         |   | 20.8                    |   | 0.7            |   | 0.2          |   | —      |   | 1.5                       |   | (0.2                               | )      | **23.0**                |   |
| Restoration and environmental  rehabilitation |   | 23.8                    |   | 6.2            |   | 0.4          |   | —      |   | —                    |   | (2.4                               | )      | **28.0**                |   |
| Uninsured losses and future claims            |   | 59.8                    |   | (4.8           | )      | —       |   | —      |   | —                    |   | (12.2                              | )      | **42.8**                |   |
| Other                                         |   | 1.5                     |   | (1.0           | )      | —       |   | —      |   | —                    |   | (0.3                               | )      | **0.2**                 |   |
| **Total non-current  provisions**             |   | 105.9                   |   | 1.1            |   | 0.6          |   | —      |   | 1.5                       |   | (15.1                              | )      | **94.0**                |   |

 
|                                          |   | **March 31  2002** |   | **Recognised** |   | **Acquired** |   | **Settled** |   | **Disposals/  Transfers** |   | **Foreign  Currency  Translation** |   | **March 31  2003** |   |
|-----------------------------------------------|--------|-------------------------|--------|----------------|--------|--------------|--------|-------------|--------|---------------------------|--------|------------------------------------|--------|-------------------------|--------|
|                                          |   | **(A$ million)**        |   |
|                                          |   |                    |   |           |   |         |   |        |   |                      |   |                               |   |                    |   |
| **Consolidated**                              |   |                    |   |           |   |         |   |        |   |                      |   |                               |   |                    |   |
| **Current**                                   |   |                    |   |           |   |         |   |        |   |                      |   |                               |   |                    |   |
| Employee entitlements                         |   | 42.8                    |   | 87.6           |   | 32.3         |   | (98.7       | )      | 0.3                       |   | (6.6                               | )      | 57.7                    |   |
| Fringe benefits tax                           |   | 2.5                     |   | 0.4            |   | —       |   | (2.4        | )      |                      |   | —                             |   | 0.5                     |   |
| Restructure and rationalisation               |   | 10.4                    |   | (1.9           | )      | —       |   | (8.5        | )      | 0.1                       |   | (0.1                               | )      | —                  |   |
| Restoration and environmental  rehabilitation |   | 5.7                     |   | —         |   | 4.3          |   | (3.0        | )      | —                    |   | (0.9                               | )      | 6.1                     |   |
| Uninsured losses and future claims            |   | 36.0                    |   | 123.6          |   | 14.8         |   | (118.8      | )      | —                    |   | (6.2                               | )      | 49.4                    |   |
| Other                                         |   | 4.8                     |   | 2.1            |   | 12.5         |   | (3.3        | )      | 3.0                       |   | (1.5                               | )      | 17.6                    |   |
| **Total current  provisions**                 |   | 102.2                   |   | 211.8          |   | 63.9         |   | (234.7      | )      | 3.4                       |   | (15.3                              | )      | 131.3                   |   |
|                                          |   |                    |   |           |   |         |   |        |   |                      |   |                               |   |                    |   |
| **Non-current**                               |   |                    |   |           |   |         |   |        |   |                      |   |                               |   |                    |   |
| Employee entitlements                         |   | 21.4                    |   | (1.9           | )      | —       |   | —      |   | 1.6                       |   | (0.3                               | )      | 20.8                    |   |
| Restructure and rationalisation               |   | 2.2                     |   | (2.1           | )      | —       |   | —      |   | —                    |   | (0.1                               | )      | —                  |   |
| Restoration and environmental  rehabilitation |   | 20.0                    |   | 5.0            |   | —       |   | —      |   | —                    |   | (1.2                               | )      | 23.8                    |   |
| Uninsured losses and future claims            |   | 43.8                    |   | 22.0           |   | —       |   | —      |   | —                    |   | (6.0                               | )      | 59.8                    |   |
| Other                                         |   | —                  |   | 0.1            |   | 1.5          |   | —      |   | —                    |   | (0.1                               | )      | 1.5                     |   |
| **Total non-current  provisions**             |   | 87.4                    |   | 23.1           |   | 1.5          |   | —      |   | 1.6                       |   | (7.7                               | )      | 105.9                   |   |

 
|                                          |   | **March 31  2001** |   | **Recognised** |   | **Acquired** |   | **Settled** |   | **Disposals/  Transfers** |   | **Foreign  Currency  Translation** |   | **March 31  2002** |   |
|-----------------------------------------------|--------|-------------------------|--------|----------------|--------|--------------|--------|-------------|--------|---------------------------|--------|------------------------------------|--------|-------------------------|--------|
|                                          |   | **(A$  million)**       |   |
|                                          |   |                    |   |           |   |         |   |        |   |                      |   |                               |   |                    |   |
| **Consolidated**                              |   |                    |   |           |   |         |   |        |   |                      |   |                               |   |                    |   |
| **Current**                                   |   |                    |   |           |   |         |   |        |   |                      |   |                               |   |                    |   |
| Employee entitlements                         |   | 51.7                    |   | 64.4           |   | 0.1          |   | (69.1       | )      | (1.3                      | )      | (3.0                               | )      | 42.8                    |   |
| Fringe benefits tax                           |   | 2.6                     |   | 2.5            |   | —       |   | (2.6        | )      | —                    |   | —                             |   | 2.5                     |   |
| Restructure and rationalisation               |   | 15.3                    |   | (1.3           | )      | —       |   | (3.1        | )      | —                    |   | (0.5                               | )      | 10.4                    |   |
| Restoration and environmental  rehabilitation |   | 8.2                     |   | 2.5            |   | (0.3         | )      | (4.3        | )      | —                    |   | (0.4                               | )      | 5.7                     |   |
| Uninsured losses and future claims            |   | 29.2                    |   | 122.8          |   | —       |   | (113.8      | )      | —                    |   | (2.2                               | )      | 36.0                    |   |
| Other                                         |   | 10.5                    |   | (0.6           | )      | —       |   | (4.7        | )      | —                    |   | (0.4                               | )      | 4.8                     |   |
| **Total current  provisions**                 |   | 117.5                   |   | 190.3          |   | (0.2         | )      | (197.6      | )      | (1.3                      | )      | (6.5                               | )      | 102.2                   |   |
|                                          |   |                    |   |           |   |         |   |        |   |                      |   |                               |   |                    |   |
| **Non-current**                               |   |                    |   |           |   |         |   |        |   |                      |   |                               |   |                    |   |
| Employee entitlements                         |   | 21.5                    |   | —         |   | —       |   | —      |   | —                    |   | (0.1                               | )      | 21.4                    |   |
| Restructure and rationalisation               |   | 3.1                     |   | (0.7           | )      | —       |   | —      |   | —                    |   | (0.2                               | )      | 2.2                     |   |
| Restoration and environmental rehabiliation   |   | 18.0                    |   | 2.1            |   | 0.6          |   | —      |   | —                    |   | (0.7                               | )      | 20.0                    |   |
| Uninsured losses and future claims            |   | 45.9                    |   | 1.2            |   | —       |   | —      |   | —                    |   | (3.3                               | )      | 43.8                    |   |
| **Total non-current  provisions**             |   | 88.5                    |   | 2.6            |   | 0.6          |   | —      |   | —                    |   | (4.3                               | )      | 87.4                    |   |

 

F-31

----

 

**22****                                 ****Contributed equity**

 
|                |   | **US$  million** |   |     | **A$ million** |   |
|---------------------|--------|------------------|--------|----------|----------------|--------|
|                |   | **2004**         |   | **2003** |           |   | **2004** |   | **2003** |   |
|                |   |             |   |     |           |   |   |   |   |   |
| Shareholders equity |   | **1,497.1**      |   | 1,496.5  |           |   | **2,286.2** |   | 2,285.4 |   |

 

Contributed equity represents the deemed contribution of shareholder’sequity from the demerger of Rinker Group Limited. Rinker Group Limited atMarch 31, 2004 had 944,994,496 shares. As a consequence of the demerger,shareholders in CSR Limited became shareholders in Rinker Group Limited on apro-rata basis with 944,668,106 shares being issued on April 11, 2003.Ordinary shares were listed on the Australian Stock Exchange on a deferredsettlement basis from March 31, 2003.

 

Rinker has previously adopted the following share and option incentiveplans for employees and executives of Rinker group companies in Australia: theRinker Option Plan (Rinker OP), the Rinker Employee Share Acquisition Plan(Rinker ESAP), the Rinker Universal Share Plan (Rinker USP) and the Rinker CashAward Share Plan (Rinker CASP).

 

*Rinker Option Plan (Rinker OP)*

 

This plan was created prior to the demerger from CSR in anticipation ofgranting share options in Rinker. However, no options have been issued under this plan and it is notcurrently envisaged that the plan will be activated.

 

*Rinker Cash Award Share Plan (Rinker CASP)*

 

The Cash Award Share Plan (CASP) is a long-term equity incentive planfor Australian Senior Executives and key contributor employees that is designedto promote the Total Shareholder Return (TSR) of Rinker shares. This will besuperseded by the Performance Share Plan.

 

Under CASP, eligible participants were offered the opportunity toqualify for Rinker shares based on the achievement of TSR goals.  The amount of the share award was based onlevel of seniority and performance.  Theshares were acquired on behalf of a participant by the plan trustee and arebeing held by the trustee until performance and time qualifications aremet.  The performance hurdle for sharesoffered in August 2003 was for the percentage increase in Rinker TSR toexceed the percentage increase in the ASX 200 TSR between August 11, 2003and August 11, 2006.  Each offerwas also subject to a minimum holding period. Shares cannot be withdrawn from CASP until 10 years from the date thoseshares vested, or until the participant is no longer an employee of any Rinkercompany, whichever occurs first.

 

Except as provided in the plan rules, participants are entitled to anydividend, return of capital or other distribution made in respect of Rinkershares held on their behalf, irrespective of whether the relevant criteria havebeen met at that time.  The plan rulesspecify the basis on which any bonus shares issued in respect of shares heldunder CASP, or shares received on behalf of a participant on exercise ofrenounceable rights issues, will be held.

 

Each participant may direct the trustee how to vote any shares held onthe participant’s behalf.

 

A pro rata share of the CASP award grant related to fiscal year 2004,has been included in the remuneration tables under the heading “CASP Grants”for Australian based Senior Executives.

 

F-32

----

 

*Rinker Employee Share Acquisition Plan(Rinker ESAP)*

 

ESAP is a plan that enables directors and employees of Rinker inAustralia to purchase Rinker shares with pre-tax remuneration or bonuses. Thoseshares are purchased on market, in the ordinary course of trading on ASX, bythe ESAP trustee and held on trust for the participant.

 

Eligibility to participate in ESAP is determined by the Rinker board.

 

Shares may be retained in Rinker ESAP for an indefinite period while aparticipant remains an employee of a Rinker group company.  However, taxation deferral benefits onlycurrently apply for a maximum of 10 years. If a participant ceases to be employed by any Rinker group company, theRinker ESAP trustee must either transfer to the participant the shares in theplan held on behalf of the participant or sell the shares and distribute theproceeds of sale (less authorized deductions) to the participant.

 

Withdrawal of shares from Rinker ESAP and their transfer to aparticipant or sale requires the approval of the Rinker board.

 

Participants are entitled to any dividend, return of capital or otherdistribution made in respect of Rinker shares held in the plan on theirbehalf.  The Rinker ESAP trustee mayallow participants to participate in any pro rata rights and bonus issues ofshares made by Rinker or sell such rights (if renounceable) or bonus shares onbehalf of the participants and distribute the cash proceeds of such sale (lessauthorized deductions).

 

Each participant may direct the trustee how to vote any shares held onthe participant’s behalf.

 

*Rinker Universal Share Plan (Rinker USP)*

 

Eligible employees within the Rinker group in Australia are entitled toapply for Rinker shares as and when offered by the Rinker board.  An application may be made by an eligibleemployee for a parcel of 50, 100, or 150 shares.  An eligible employee who applies, and pays for such qualifyingshares will be entitled to receive an equal number of additional shares for nofurther consideration.

 

No loan facility is offered under the Rinker USP.

 

Shares allotted under USP are ordinary shares, equivalent in allrespects to, and ranking equally with, existing fully paid ordinaryshares.  During the fiscal year, 324,700shares were issued in total to the 1,219 employees who participated in the USP.

 

Shares allotted under Rinker USP may not be disposed of before theearlier of the end of three years after the time of acquisition of the shares,or the time the participant ceases to be employed by any Rinker groupcompany.  After that time, theparticipant may retain ownership of the shares or sell them. No expense wasrecorded in respect of shares provided to employees under the Universal SharePlan.

 

**23****                                 ****Reserves**

 
|                                                       |   | **US$  million** |   |     | **A$ million** |   |
|------------------------------------------------------------|--------|------------------|--------|----------|----------------|--------|
|                                                       |   | **2004**         |   | **2003** |           |   | **2004** |   | **2003** |   |
|                                                       |   |             |   |     |           |   |   |   |   |   |
| **Movements in  foreign currency translation reserve**     |   |             |   |     |           |   |   |   |   |   |
| Balance at the beginning of the financial  year            |   | **6.0**          |   | (38.1    | )              |   | **107.9** | ** ** | 353.6 |   |
| Exchange differences relating to overseas  net assets      |   | **190.6**        |   | 43.6     |           |   | **(410.2** | **)** | (245.7 | ) |
| Transfer to retained earnings on disposal  of subsidiaries |   | **—**       |   | 0.5      |           |   | **(2.0** | **)** | — |   |
| **Balance at the end  of the financial year**              |   | **196.6**        |   | 6.0      |           |   | **(304.3** | **)** | 107.9 |   |

 

**24****                                 ****Outside equity interests in controlled entities**

 
|                                                       |   | **US$  million** |   |     | **A$ million** |   |
|------------------------------------------------------------|--------|------------------|--------|----------|----------------|--------|
|                                                       |   | **2004**         |   | **2003** |           |   | **2004** |   | **2003** |   |
|                                                       |   |             |   |     |           |   |   |   |   |   |
| Contributed equity                                         |   | **3.3**          |   | 14.1     |           |   | **3.9** |   | 20.8 |   |
| Reserves                                                   |   | **—**       |   | —   |           |   | **0.4** |   | 3.8 |   |
| Retained profits (losses)                                  |   | **1.6**          |   | (3.9     | )              |   | **2.2** |   | (7.7 | ) |
| **Total outside  equity interests in controlled entities** |   | **4.9**          |   | 10.2     |           |   | **6.5** |   | 16.9 |   |

 

F-33

----

 

**25****                                 ****Directors’ and executives’ remuneration(a)(b)(c)**

 
|                                                                                                 |   | **US$  2004**               |   | **US$  2003** |   | **US$  2002** |   | **A$  2004** |        | **A$  2003** |    | **A$  2002** |    |
|------------------------------------------------------------------------------------------------------|--------|-----------------------------|--------|---------------|--------|---------------|--------|--------------|-------------|--------------|---------|--------------|---------|
|                                                                                                 |   | **(Thousands  of dollars)** |   |
| Aggregate income paid or payable, or  otherwise made available, to directors of Rinker Group Limited |   | **3,976.9**                 |   | —        |   | —        |   |         | **5,700.1** |         | —  |         | —  |   |
|                                                                                                 |   |                        |   |          |   |          |   |         |        |         |    |         |    |   |
| Aggregate income of Australian executives                                                            |   | **6,286.3**                 |   | 4,852.2       |   | 4,695.4       |   |         | **9,010.0** |         | 8,581.5 |         | 9,185.0 |   |

 
|                                                                                                                          |   | **2004**   |   | **2003** |       | **2002** |       |                            |       | **2004**   |       | **2003** |       | **2002** |       |
|-------------------------------------------------------------------------------------------------------------------------------|--------|------------|--------|----------|------------|----------|------------|---------------------------------|------------|------------|------------|----------|------------|----------|------------|
| The number of Rinker Group Limited directors and Australian  executives whose total income fell within the following bands(d) |   |
| **Directors (US$)**                                                                                                           |   |       |   |     | ** ** |     | ** ** | **Directors (US$)**             | ** ** |       | ** ** |     | ** ** |     | ** ** |
| 20,000 to 29,999                                                                                                              |   | **1**      |   | —   |       | —   |       | 130,000 to 139,999              |       | **1**      |       | —   |       | —   |       |
| 60,000 to 69,999                                                                                                              |   | **1**      |   | —   |       | —   |       | 160,000 to 169,999              |       | **1**      |       | —   |       | —   |       |
| 70,000 to 79,999                                                                                                              |   | **1**      |   | —   |       | —   |       | 3,420,000 to 3,429,999          |       | **1**      |       | —   |       | —   |       |
| 80,000 to 89,999                                                                                                              |   | **1**      |   | —   |       | —   |       |                            |       |       |       |     |       |     |       |
|                                                                                                                          |   |       |   |     |       |     |       |                            |       |       |       |     |       |     |       |
| **Australian  Executives (US$)**                                                                                              |   |       |   |     | ** ** |     | ** ** | **Australian Executives (US$)** | ** ** |       | ** ** |     | ** ** |     | ** ** |
| 80,000 to 89,999                                                                                                              |   | **—** |   | 1        |       | —   |       | 290,000 to 299,999              |       | **—** |       | 2        |       | —   |       |
| 90,000 to 99,999                                                                                                              |   | **—** |   | —   |       | 1        |       | 310,000 to 319,999              |       | **—** |       | —   |       | —   |       |
| 100,000 to 109,999                                                                                                            |   | **—** |   | —   |       | 2        |       | 320,000 to 329,999              |       | **—** |       | 1        |       | —   |       |
| 110,000 to 119,999                                                                                                            |   | **—** |   | —   |       | 2        |       | 340,000 to 349,999              |       | **—** |       | 1        |       | —   |       |
| 120,000 to 129,999                                                                                                            |   | **—** |   | —   |       | 1        |       | 350,000 to 359,999              |       | **1**      |       | —   |       | —   |       |
| 130,000 to 139,999                                                                                                            |   | **—** |   | 1        |       | 3        |       | 360,000 to 369,999              |       | **—** |       | 1        |       | —   |       |
| 140,000 to 149,999                                                                                                            |   | **—** |   | 1        |       | 2        |       | 370,000 to 379,999              |       | **—** |       | —   |       | —   |       |
| 150,000 to 159,999                                                                                                            |   | **—** |   | —   |       | 1        |       | 390,000 to 399,999              |       | **—** |       | 1        |       | —   |       |
| 160,000 to 169,999                                                                                                            |   | **—** |   | 1        |       | —   |       | 410,000 to 419,999              |       | **1**      |       | —   |       | —   |       |
| 170,000 to 179,999                                                                                                            |   | **1**      |   | 1        |       | —   |       | 420,000 to 429,999              |       | **1**      |       | —   |       | —   |       |
| 180,000 to 189,999                                                                                                            |   | **—** |   | 1        |       | 3        |       | 440,000 to 449,999              |       | **1**      |       | —   |       | —   |       |
| 190,000 to 199,999                                                                                                            |   | **—** |   | —   |       | 1        |       | 450,000 to 459,999              |       | **1**      |       | —   |       | —   |       |
| 200,000 to 209,999                                                                                                            |   | **3**      |   | 1        |       | 1        |       | 460,000 to 469,999              |       | **—** |       | —   |       | 1        |       |
| 210,000 to 219,999                                                                                                            |   | **—** |   | —   |       | 1        |       | 470,000 to 479,999              |       | **1**      |       | —   |       | —   |       |
| 230,000 to 239,999                                                                                                            |   | **1**      |   | —   |       | —   |       | 540,000 to 549,999              |       | **—** |       | —   |       | 1        |       |
| 250,000 to 259,999                                                                                                            |   | **1**      |   | —   |       | —   |       | 590,000 to 599,999              |       | **1**      |       | —   |       | —   |       |
| 260,000 to 269,999                                                                                                            |   | **—** |   | 1        |       | —   |       | 700,000 to 709,999              |       | **1**      |       | —   |       | —   |       |
| 270,000 to 279,999                                                                                                            |   | **—** |   | 1        |       | —   |       | 870,000 to 879,999              |       | **1**      |       | —   |       | —   |       |
| 280,000 to 289,999                                                                                                            |   | **1**      |   | 1        |       | —   |       | 920,000 to 929,999              |       | **—** |       | 1        |       | —   |       |
|                                                                                                                          |   |       |   |     |       |     |       | 1,000,000 to 1,009,999          |       | **—** |       | —   |       | 1        |       |
|                                                                                                                          |   |       |   |     |       |     |       |                            |       |       |       |     |       |     |       |
| **Directors (A$)**                                                                                                            |   |       |   |     | ** ** |     | ** ** | **Directors (A$)**              | ** ** |       | ** ** |     | ** ** |     | ** ** |
| 40,000 to 49,999                                                                                                              |   | **1**      |   | —   |       | —   |       | 180,000 to 189,999              |       | **1**      |       | —   |       | —   |       |
| 90,000 to 99,999                                                                                                              |   | **1**      |   | —   |       | —   |       | 240,000 to 249,999              |       | **1**      |       | —   |       | —   |       |
| 100,000 to 109,999                                                                                                            |   | **1**      |   | —   |       | —   |       | 4,910,000 to 4,919,999          |       | **1**      |       | —   |       | —   |       |
| 120,000 to 129,999                                                                                                            |   | **1**      |   | —   |       | —   |       |                            |       |       |       |     |       |     |       |
|                                                                                                                          |   |       |   |     |       |     |       |                            |       |       |       |     |       |     |       |
| **Australian  Executives (A$)**                                                                                               |   |       |   |     | ** ** |     | ** ** | **Australian Executives (A$)**  | ** ** |       | ** ** |     | ** ** |     | ** ** |
| 140,000 to 149,999                                                                                                            |   | **—** |   | 1        |       | —   |       | 470,000 to 479,999              |       | **—** |       | 2        |       | —   |       |
| 180,000 to 189,999                                                                                                            |   | **—** |   | —   |       | 1        |       | 490,000 to 499,999              |       | **—** |       | 1        |       | —   |       |
| 200,000 to 209,999                                                                                                            |   | **—** |   | —   |       | 2        |       | 500,000 to 509,999              |       | **1**      |       | —   |       | —   |       |
| 210,000 to 219,999                                                                                                            |   | **—** |   | —   |       | 2        |       | 520,000 to 529,999              |       | **—** |       | 2        |       | —   |       |
| 220,000 to 229,999                                                                                                            |   | **—** |   | —   |       | —   |       | 560,000 to 569,999              |       | **—** |       | —   |       | —   |       |
| 230,000 to 239,999                                                                                                            |   | **—** |   | 1        |       | 1        |       | 580,000 to 589,999              |       | **1**      |       | 1        |       | —   |       |
| 240,000 to 249,999                                                                                                            |   | **—** |   | —   |       | —   |       | 600,000 to 609,999              |       | **1**      |       | —   |       | —   |       |
| 250,000 to 259,999                                                                                                            |   | **1**      |   | 1        |       | 1        |       | 610,000 to 619,999              |       | **—** |       | 1        |       | —   |       |
| 260,000 to 269,999                                                                                                            |   | **—** |   | —   |       | 1        |       | 630,000 to 639,999              |       | **1**      |       | —   |       | —   |       |
| 270,000 to 279,999                                                                                                            |   | **—** |   | —   |       | 1        |       | 640,000 to 649,999              |       | **1**      |       | —   |       | —   |       |
| 280,000 to 289,999                                                                                                            |   | **—** |   | —   |       | —   |       | 650,000 to 659,999              |       | **—** |       | 1        |       | —   |       |
| 290,000 to 299,999                                                                                                            |   | **3**      |   | 1        |       | 3        |       | 670,000 to 679,999              |       | **1**      |       | —   |       | —   |       |
| 300,000 to 309,999                                                                                                            |   | **—** |   | 1        |       | —   |       | 690,000 to 699,999              |       | **—** |       | 1        |       | —   |       |
| 320,000 to 329,999                                                                                                            |   | **—** |   | 1        |       | —   |       | 840,000 to 849,999              |       | **1**      |       | —   |       | —   |       |
| 330,000 to 339,999                                                                                                            |   | **1**      |   | —   |       | —   |       | 900,000 to 909,999              |       | **—** |       | —   |       | 1        |       |
| 350,000 to 359,999                                                                                                            |   | **—** |   | 1        |       | —   |       | 1,000,000 to 1,009,999          |       | **1**      |       | —   |       | —   |       |
| 360,000 to 369,999                                                                                                            |   | **—** |   | —   |       | 2        |       | 1,060,000 to 1,069,999          |       | **—** |       | —   |       | 1        |       |
| 370,000 to 379,999                                                                                                            |   | **1**      |   | —   |       | 2        |       | 1,250,000 to 1,259,999          |       | **1**      |       | —   |       | —   |       |
| 400,000 to 409,999                                                                                                            |   | **1**      |   | —   |       | 1        |       | 1,620,000 to 1,629,999          |       | **—** |       | 1        |       | —   |       |
| 410,000 to 419,999                                                                                                            |   | **—** |   | —   |       | 1        |       | 1,970,000 to 1,979,999          |       | **—** |       | —   |       | 1        |       |

 

----

 

(a)                                  Total remuneration for each director andexecutive includes salary, bonus, superannuation, retirement payments and otherbenefits.

 

(b)                                 Until February 3, 2003, the directors ofRinker Group Limited were executives of CSR Limited who carried out the dutiesof directors of Rinker Group Limited as a consequence of their employment withCSR Limited.  They received noremuneration from Rinker Group Limited or CSR Limited for the performance ofduties as directors of Rinker Group Limited. The directors who took office onFebruary 3, 2003 were directors of CSR Limited and received directors feesfrom CSR Limited.  No additional feeswere paid as a result of their directorship of Rinker Group Limited for theperiod February 3, to March 31, 2003.

 

(c)                                  Included in thestatement of financial position is a provision for the retirement allowances ofRinker Group Limited non-executive directors. This provision has increased fromUS$399,255 (A$664,760) as at March 31, 2003 to US$1,028,873 (A$1,362,384)as at March 31, 2004.

 

(d)                                 Executives whose total income equals orexceeds A$100,000. Number of Australian executives 16 (2003: 17; 2002: 21).Average remuneration US$392,895 (A$563,129) (2003: US$285,423 (A$504,795);2002: US$223,589 (A$437,380)). The definition of executive is “Employeesresponsible for the strategic direction and operational management of thegroup”.

 

F-34

----

 

**26****                                 ****Auditors’ remuneration**

 
|                                                                                                                              |   | **US$  thousand** |   |     | **A$  thousand** |     |
|-----------------------------------------------------------------------------------------------------------------------------------|--------|-------------------|--------|----------|------------------|----------|
|                                                                                                                              |   | **2004**          |   | **2003** |             | **2002** |   |   | **2004** |   | **2003** |   | **2002** |   |
|                                                                                                                              |   |              |   |     |             |     |   |   |   |   |   |   |   |   |
| Auditing and reviewing the financial report  of the parent entity (including the consolidated entity) and each controlled  entity |   |              |   |     |             |     |   |   |   |   |   |   |   |   |
| Auditor of parent entity                                                                                                          |   |              |   |     |             |     |   |   |   |   |   |   |   |   |
| •  Deloitte Touche Tohmatsu in Australia                                                                                     |   | **527**           |   | 120      |             | 87       |   |   | **755** |   | 212 |   | 170 |   |
| •  Deloitte Touche Tohmatsu outside of Australia                                                                             |   | **715**           |   | 874      |             | 547      |   |   | **1,025** |   | 1,546 |   | 1,071 |   |
|                                                                                                                              |   |              |   |     |             |     |   |   |   |   |   |   |   |   |
|                                                                                                                              |   | **1,242**         |   | 994      |             | 634      |   |   | **1,780** |   | 1,758 |   | 1,241 |   |
|                                                                                                                              |   |              |   |     |             |     |   |   |   |   |   |   |   |   |
| Audit related services                                                                                                            |   |              |   |     |             |     |   |   |   |   |   |   |   |   |
| •  Deloitte Touche Tohmatsu in Australia                                                                                     |   | **21**            |   | —   |             | —   |   |   | **31** |   | — |   | — |   |
| •  Deloitte Touche Tohmatsu outside of Australia                                                                             |   | **107**           |   | 48       |             | —   |   |   | **152** |   | 84 |   | — |   |
|                                                                                                                              |   |              |   |     |             |     |   |   |   |   |   |   |   |   |
|                                                                                                                              |   | **128**           |   | 48       |             | —   |   |   | **183** |   | 84 |   | — |   |
| Taxation strategy and compliance                                                                                                  |   |              |   |     |             |     |   |   |   |   |   |   |   |   |
| •  Deloitte Touche Tohmatsu outside of Australia                                                                             |   | **72**            |   | 128      |             | 867      |   |   | **104** |   | 227 |   | 1,696 |   |
|                                                                                                                              |   |              |   |     |             |     |   |   |   |   |   |   |   |   |
| **Total auditors’  remuneration(a)**                                                                                         |   | **1,442**         |   | 1,170    |             | 1,501    |   |   | **2,067** |   | 2,069 |   | 2,937 |   |

 

----

 

(a)                                  Rinker Group Limited’s annual fees were paidby the then parent entity CSR Limited in 2003 and 2002. Note that the 2003consolidated amounts do not include an allocation of the CSR group fee during2003, and represent only those amounts charged directly to the individualbusinesses.

 

**27****                                 ****Financial instruments**

 

The Rinker group uses a variety of derivative instruments to managefinancial risks. The Rinker group does not use or issue derivative or financialinstruments for speculative or trading purposes.

 

**Significant accounting policies**

 

Details of the significant accounting policies and methods adopted,including the criteria for recognition, the basis of measurement and the basison which revenue and expenses are recognised, in respect of each class offinancial asset, financial liability and equity instruments are disclosed under“Significant accounting policies”.

 

**Credit exposure**

 

The Rinker group is exposed to credit related losses in the event ofnon-performance by counterparties to these derivative and financialinstruments. The counterparties are predominantly prime financial institutionswith a Moody’s or Standard and Poor’s rating of at least A3 or A- respectively.

 

The Rinker group controls risk through the use of credit ratings,limits and monitoring procedures. The Rinker group does not usually requirecollateral or other security to support financial instruments with credit risk.

 

Credit exposure of interest rate and foreign currency derivatives isrepresented by the net fair value of the contracts. The carrying amounts offinancial assets included in the Rinker group’s financial statements representthe Rinker group’s exposure to credit risk in relation to these assets.

 

As at March 31, 2004 and 2003, the Rinker group had no significantconcentration of credit risk for derivative instruments with any singlecounterparty or group of counterparties. Concentrations of credit risk withrespect to receivables are limited due to the large number of customers andmarkets in which the Rinker group does business, as well as the dispersionacross many geographic areas.

 

**Net fair value**

Except as detailed in the interest rate risk exposure table below, thecarrying amount of financial assets and liabilities recorded in the financialstatements approximates their net fair values. Net fair value represents inrelation to an asset, the fair value after deducting costs expected to beincurred were the asset to be exchanged and in relation to a liability, thefair value plus costs expected to be incurred were the liability to be settled.

 

F-35

----

 

The following assumptions and methods were used to estimate net fairvalue:

 

*Interest rate swaps, caps, swaptions, foreigncurrency contracts, foreign exchange options, currency swaps and commodityswaps.*  The netfair value is estimated using market accepted formulae and market quoted inputvariables.

 

*Long-term borrowings.*The present value of expected cash flows have been used to determine net fairvalue using interest rates derived from market parameters that accuratelyreflect their term structure. Certain estimates and judgements were required todevelop the fair value amounts.

 

**Interest rate sensitivity and risk management**

 

The Rinker group enters into a variety of derivative instruments in themanagement of interest rate exposure with the objective of obtaining lowerfunding costs and a more stable and predictable interest expense. The Rinkergroup has a policy to maintain the percentage of fixed and variable rate debtwithin controlled limits. Interest rate swaps and options are entered into tomaintain the mix of fixed and variable rate debt. The table below providesinformation about the Rinker group’s interest rate exposure and should be readin conjunction with note 19 and 20.

 
|                                  |   | **Weighted  average** |       |       |       |                     |       |       |       |         |       |       |       |
|---------------------------------------|--------|-----------------------|------------|------------|------------|--------------------------|------------|------------|------------|--------------|------------|------------|------------|
|                                  |   | **Term**              |       |       |       | **Principal/maturities** |       |       |       | **Carrying** |       |       |       |
|                                  |   | **in**                |       | **Rate**   |       | **1 year**               |       | **1 to 2** |       | **2 to 3**   |       | **3 to 4** |       | **4 to 5** |   | **over 5** |   |   |   | **amount (c)** |   | **Net fair  value** |   |
| **Interest rate risk exposure**       |   | **years**             |       | **%pa(a)** |       | **or less**              |       | **years**  |       | **years**    |       | **years**  |       | **years** |   | **years** |   | **Total** |   | **Asset** |   | **Liability** |   | **Asset** |   | **Liability** |   |
|                                  |   | **(US$  million)**    |       |
|                                  |   |                  |       |       |       |                     |       |       |       |         |       |       |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **2004**                              |   |                  |       |       |       |                     |       |       |       |         |       |       |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Long-term debt**                    |   |                  |       |       |       |                     |       |       |       |         |       |       |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Fixed rate US$ debt                   |   | **8.0**               | ** ** | **6.3**    | ** ** | **—**               | ** ** | **251.7**  | ** ** | **0.6**      | ** ** | **0.6**    | ** ** | **0.3** | ** ** | **350.7** | ** ** | **603.9** | ** ** | **—** | ** ** | **611.7** | ** ** | **—** | ** ** | **696.8** | ** ** |
| Floating rate US$ debt(b)             |   | **3.0**               | ** ** | **1.4**    | ** ** | **—**               | ** ** | **—** | ** ** | **—**   | ** ** | **299.9**  | ** ** | **—** | ** ** | **—** | ** ** | **299.9** | ** ** | **—** | ** ** | **300.5** | ** ** | **—** | ** ** | **301.4** | ** ** |
| Other A$ debt                         |   | **7.0**               | ** ** | **0.5**    | ** ** |                     |       | **2.0**    | ** ** | **2.0**      | ** ** | **1.6**    | ** ** | **1.3** | ** ** | **1.7** | ** ** | **8.6** | ** ** | **—** | ** ** | **8.6** | ** ** | **—** | ** ** | **8.6** | ** ** |
| **Short-term debt**                   |   |                  | ** ** |       | ** ** |                     | ** ** |       | ** ** |         | ** ** |       | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |
| Fixed rate CNY debt                   |   | **0.2**               | ** ** | **4.9**    | ** ** | **11.5**                 | ** ** | **—** | ** ** | **—**   | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **11.5** | ** ** | **—** | ** ** | **11.5** | ** ** | **—** | ** ** | **11.5** | ** ** |
| Other US$ debt                        |   | **1.0**               | ** ** | **6.5**    | ** ** | **4.1**                  | ** ** | **—** | ** ** | **—**   | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **4.1** | ** ** | **—** | ** ** | **4.1** | ** ** | **—** | ** ** | **4.1** | ** ** |
| Other A$ debt                         |   | **1.0**               | ** ** | **—** | ** ** | **1.8**                  | ** ** | **—** | ** ** | **—**   | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **1.8** | ** ** | **—** | ** ** | **1.8** | ** ** | **—** | ** ** | **1.8** | ** ** |
| **Term payables and other items**     |   | **—**            | ** ** | **—** | ** ** | **2.6**                  | ** ** | **19.4**   | ** ** | **—**   | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **22.0** | ** ** | **—** | ** ** | **22.0** | ** ** | **—** | ** ** | **22.0** | ** ** |
| **Cash at bank and on deposit**       |   | **—**            | ** ** | **—** | ** ** | **328.5**                | ** ** | **—** | ** ** | **—**   | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **328.5** | ** ** | **328.5** | ** ** | **—** | ** ** | **328.5** | ** ** | **—** | ** ** |
| **Total(c)**                          |   |                  |       |       |       |                     |       |       | ** ** |         | ** ** |       | ** ** |   | ** ** |   | ** ** |   | ** ** | **328.5** | ** ** | **960.2** | ** ** | **328.5** | ** ** | **1,046.2** | ** ** |
|                                  |   |                  | ** ** |       | ** ** |                     | ** ** |       | ** ** |         | ** ** |       | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |
| **Interest rate derivatives**         |   |                  | ** ** |       | ** ** |                     | ** ** |       | ** ** |         | ** ** |       | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |
| **US dollar interest rate swaps**     |   |                  | ** ** |       | ** ** |                     | ** ** |       | ** ** |         | ** ** |       | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |
| Fixed rate payer against US$ LIBOR    |   | **3.0**               | ** ** | **3.6**    | ** ** | **—**               | ** ** | **—** | ** ** | **125.0**    | ** ** | **125.0**  | ** ** | **—** | ** ** | **—** | ** ** | **250.0** | ** ** | **0.4** | ** ** | **1.2** | ** ** | **—** | ** ** | **9.0** | ** ** |
| **US dollar interest rate swaptions** |   |                  | ** ** |       | ** ** |                     | ** ** |       | ** ** |         | ** ** |       | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |
| US$ interest rate swaptions sold      |   | **2.2**               | ** ** | **3.2**    | ** ** | **—**               | ** ** | **—** | ** ** | **25.0**     | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **25.0** | ** ** | **0.2** | ** ** | **—** | ** ** | **—** | ** ** | **0.7** | ** ** |
| **Total(c)**                          |   |                  |       |       |       |                     |       |       | ** ** |         | ** ** |       | ** ** |   | ** ** |   | ** ** |   | ** ** | **0.6** | ** ** | **1.2** | ** ** | **—** | ** ** | **9.7** | ** ** |
|                                  |   |                  | ** ** |       | ** ** |                     | ** ** |       | ** ** |         | ** ** |       | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |
|                                  |   | **(A$ million)**      | ** ** |
|                                  |   |                  | ** ** |       | ** ** |                     | ** ** |       | ** ** |         | ** ** |       | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |
| **2004**                              |   |                  | ** ** |       | ** ** |                     | ** ** |       | ** ** |         | ** ** |       | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |
| **Long-term debt**                    |   |                  | ** ** |       | ** ** |                     | ** ** |       | ** ** |         | ** ** |       | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |
| Fixed rate US$ debt                   |   | **8.0**               | ** ** | **6.3**    | ** ** | **—**               | ** ** | **333.3**  | ** ** | **0.8**      | ** ** | **0.8**    | ** ** | **0.4** | ** ** | **464.4** | ** ** | **799.7** | ** ** | **—** | ** ** | **810.0** | ** ** | **—** | ** ** | **922.7** | ** ** |
| Floating rate US$ debt(b)             |   | **3.0**               | ** ** | **1.4**    | ** ** | **—**               | ** ** | **—** | ** ** | **—**   | ** ** | **397.1**  | ** ** | **—** | ** ** | **—** | ** ** | **397.1** | ** ** | **—** | ** ** | **397.9** | ** ** | **—** | ** ** | **399.1** | ** ** |
| Other A$ debt                         |   | **7.0**               | ** ** | **0.5**    | ** ** | **—**               | ** ** | **2.6**    | ** ** | **2.7**      | ** ** | **2.1**    | ** ** | **1.7** | ** ** | **2.3** | ** ** | **11.4** | ** ** | **—** | ** ** | **11.4** | ** ** | **—** | ** ** | **11.4** | ** ** |
| **Short-term debt**                   |   |                  | ** ** |       | ** ** |                     | ** ** |       | ** ** |         | ** ** |       | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |
| Fixed rate CNY debt                   |   | **0.2**               | ** ** | **4.9**    | ** ** | **15.2**                 | ** ** | **—** | ** ** | **—**   | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **15.2** | ** ** | **—** | ** ** | **15.2** | ** ** | **—** | ** ** | **15.2** | ** ** |
| Other US$ debt                        |   | **1.0**               | ** ** | **6.5**    | ** ** | **5.4**                  | ** ** | **—** | ** ** | **—**   | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **5.4** | ** ** | **—** | ** ** | **5.4** | ** ** | **—** | ** ** | **5.4** | ** ** |
| Other A$ debt                         |   | **1.0**               | ** ** | **—** | ** ** | **2.4**                  | ** ** | **—** | ** ** | **—**   | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **2.4** | ** ** | **—** | ** ** | **2.4** | ** ** | **—** | ** ** | **2.4** | ** ** |
| **Term payables and other items**     |   | **—**            | ** ** | **—** | ** ** | **3.4**                  | ** ** | **25.7**   | ** ** | **—**   | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **29.1** | ** ** | **—** | ** ** | **29.1** | ** ** | **—** | ** ** | **29.1** | ** ** |
| **Cash at bank and on deposit**       |   | **—**            | ** ** | **—** | ** ** | **435.1**                | ** ** | **—** | ** ** | **—**   | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **435.1** | ** ** | **435.1** | ** ** | **—** | ** ** | **435.1** | ** ** | **—** | ** ** |
| **Total(c)**                          |   |                  |       |       |       |                     |       |       | ** ** |         | ** ** |       | ** ** |   | ** ** |   | ** ** |   | ** ** | **435.1** | ** ** | **1,271.4** | ** ** | **435.1** | ** ** | **1,385.3** | ** ** |
|                                  |   |                  | ** ** |       | ** ** |                     | ** ** |       | ** ** |         | ** ** |       | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |
| **Interest rate derivatives**         |   |                  | ** ** |       | ** ** |                     | ** ** |       | ** ** |         | ** ** |       | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |
| **US dollar interest rate swaps**     |   |                  | ** ** |       | ** ** |                     | ** ** |       | ** ** |         | ** ** |       | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |
| Fixed rate payer against US$ LIBOR    |   | **3.0**               | ** ** | **3.6**    | ** ** | **—**               | ** ** | **—** | ** ** | **165.5**    | ** ** | **165.5**  | ** ** | **—** | ** ** | **—** | ** ** | **331.0** | ** ** | **0.5** | ** ** | **1.6** | ** ** | **—** | ** ** | **11.9** | ** ** |
| **US dollar interest rate swaptions** |   |                  | ** ** |       | ** ** |                     | ** ** |       | ** ** |         | ** ** |       | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |
| US$ interest rate swaptions sold      |   | **2.2**               | ** ** | **3.2**    | ** ** | **—**               | ** ** | **—** | ** ** | **33.1**     | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **33.1** | ** ** | **0.2** | ** ** | **—** | ** ** | **—** | ** ** | **0.9** | ** ** |
| **Total(c)**                          |   |                  |       |       |       |                     |       |       | ** ** |         | ** ** |       | ** ** |   | ** ** |   | ** ** |   | ** ** | **0.7** | ** ** | **1.6** | ** ** | **—** | ** ** | **12.8** | ** ** |

 

----

 

(a)                                  Average rates for the individual periods donot materially differ from the overall average rates disclosed.

 

(b)                                 This debt can be refinanced using existingstandby facilities.

 

(c)                                  The carrying amount of financial instrumentsshown above as liabilities are included in the balance sheet as follows:

 

|                                                           |   | **US$  million  2004** |   |   | **A$ million  2004** |   |
|----------------------------------------------------------------|--------|------------------------|--------|--------|----------------------|--------|
|                                                           |   |                   |   |   |                 |   |
| Current interest-bearing liabilities                           |   | **17.4**               |   |   | **23.0**             |   |
| Non-current interest-bearing liablilities                      |   | **912.4**              |   |   | **1,208.2**          |   |
| Non-current payables                                           |   | **19.4**               |   |   | **25.7**             |   |
| Interest and other current payables                            |   | **12.2**               |   |   | **16.1**             |   |
| **Total carrying  amount of financial instrument liabilities** |   | **961.4**              |   |   | **1,273.0**          |   |

 

F-36

----

 
|                                  |   | **Weighted  average** |   |       |   |                     |   |       |   |         |   |       |   |
|---------------------------------------|--------|-----------------------|--------|------------|--------|--------------------------|--------|------------|--------|--------------|--------|------------|--------|
|                                  |   | **Term**              |   |       |   | **Principal/maturities** |   |       |   | **Carrying** |   |       |   |
|                                  |   | **in**                |   | **Rate**   |   | **1 year**               |   | **1 to 2** |   | **2 to 3**   |   | **3 to 4** |   | **4 to 5** |   | **over 5** |   |   |   | **amount (c)** |   | **Net fair  value** |   |
| **Interest rate risk exposure**       |   | **years**             |   | **%pa(a)** |   | **or less**              |   | **years**  |   | **years**    |   | **years**  |   | **years** |   | **years** |   | **Total** |   | **Asset** |   | **Liability** |   | **Asset** |   | **Liability** |   |
|                                  |   | **(US$  million)**    |   |
|                                  |   |                  |   |       |   |                     |   |       |   |         |   |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **2003**                              |   |                  |   |       |   |                     |   |       |   |         |   |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Long-term debt**                    |   |                  |   |       |   |                     |   |       |   |         |   |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Fixed rate US$ debt                   |   | 9.3                   |   | 7.4        |   | 53.6                     |   | —     |   | 246.2        |   | —     |   | — |   | 231.3 |   | 531.1 |   | — |   | 536.0 |   | — |   | 650.5 |   |
| Floating rate US$ debt(b)             |   | 3.0                   |   | 1.6        |   | 125.0                    |   | —     |   | —       |   | 372.2      |   | — |   | — |   | 497.2 |   | — |   | 497.4 |   | — |   | 497.5 |   |
| Other A$ debt                         |   | 26.1                  |   | —     |   | —                   |   | —     |   | —       |   | —     |   | — |   | 13.5 |   | 13.5 |   | — |   | 13.5 |   | — |   | 13.5 |   |
| Other US$ debt                        |   | —                |   | —     |   | —                   |   | 9.7        |   | —       |   | —     |   | — |   | — |   | 9.7 |   | — |   | 9.7 |   | — |   | 9.7 |   |
| **Short-term debt**                   |   |                  |   |       |   |                     |   |       |   |         |   |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Fixed rate CNY debt                   |   | 0.2                   |   | 4.5        |   | 4.2                      |   | —     |   | —       |   | —     |   | — |   | — |   | 4.2 |   | — |   | 4.3 |   | — |   | 4.3 |   |
| Other US$ debt                        |   | —                |   | —     |   | 157.5                    |   | —     |   | —       |   | —     |   | — |   | — |   | 157.5 |   | — |   | 157.5 |   | — |   | 157.5 |   |
| **Term payables and other items**     |   | —                |   | —     |   | —                   |   | 21.6       |   | —       |   | —     |   | — |   | — |   | 21.6 |   | — |   | 21.6 |   | — |   | 21.6 |   |
| **Cash at bank and on deposit**       |   | —                |   | —     |   | 111.0                    |   | —     |   | —       |   | —     |   | — |   | — |   | 111.0 |   | 111.0 |   | — |   | 111.0 |   | — |   |
| **Cash available from CSR Limited**   |   | —                |   | —     |   | 153.3                    |   | —     |   | —       |   | —     |   | — |   | — |   | 153.3 |   | 153.3 |   | — |   | 153.3 |   | — |   |
| **Total(c)**                          |   |                  |   |       |   |                     |   |       |   |         |   |       |   |   |   |   |   |   |   | 264.3 |   | 1,240.0 |   | 264.3 |   | 1,354.6 |   |
|                                  |   |                  |   |       |   |                     |   |       |   |         |   |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Interest rate derivatives**         |   |                  |   |       |   |                     |   |       |   |         |   |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **US dollar interest rate swaps**     |   |                  |   |       |   |                     |   |       |   |         |   |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Fixed rate payer against US$ LIBOR    |   | 3.2                   |   | 4.0        |   | 75.0                     |   | —     |   | —       |   | 125.0      |   | 125.0 |   | — |   | 325.0 |   | 0.3 |   | 0.7 |   | — |   | 9.2 |   |
| **US dollar interest rate swaptions** |   |                  |   |       |   |                     |   |       |   |         |   |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| US$ interest rate swaptions sold      |   | 3.1                   |   | 2.1        |   |                     |   | —     |   | —       |   | 25.0       |   | — |   | — |   | 25.0 |   | — |   | — |   | — |   | 2.0 |   |
| **Total(c)**                          |   |                  |   |       |   |                     |   |       |   |         |   |       |   |   |   |   |   |   |   | 0.3 |   | 0.7 |   | — |   | 11.2 |   |
|                                  |   |                  |   |       |   |                     |   |       |   |         |   |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                  |   | **(A$ million)**      |   |
|                                  |   |                  |   |       |   |                     |   |       |   |         |   |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **2003**                              |   |                  |   |       |   |                     |   |       |   |         |   |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Long-term debt**                    |   |                  |   |       |   |                     |   |       |   |         |   |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Fixed rate US$ debt                   |   | 9.3                   |   | 7.4        |   | 89.2                     |   | —     |   | 409.9        |   | —     |   | — |   | 385.1 |   | 884.2 |   | — |   | 892.5 |   | — |   | 1,083.1 |   |
| Floating rate US$ debt(b)             |   | 3.0                   |   | 1.6        |   | 208.1                    |   | —     |   | —       |   | 619.7      |   | — |   | — |   | 827.8 |   | — |   | 828.2 |   | — |   | 828.3 |   |
| Other A$ debt                         |   | 26.1                  |   | —     |   | —                   |   | —     |   | —       |   | —     |   | — |   | 22.5 |   | 22.5 |   | — |   | 22.5 |   | — |   | 22.5 |   |
| Other US$ debt                        |   | —                |   | —     |   | —                   |   | 16.2       |   | —       |   | —     |   | — |   | — |   | 16.2 |   | — |   | 16.2 |   | — |   | 16.2 |   |
| **Short-term debt**                   |   |                  |   |       |   |                     |   |       |   |         |   |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Fixed rate CNY debt                   |   | 0.2                   |   | 4.5        |   | 7.0                      |   | —     |   | —       |   | —     |   | — |   | — |   | 7.0 |   | — |   | 7.2 |   | — |   | 7.1 |   |
| Other US$ debt                        |   | —                |   | —     |   | 262.2                    |   | —     |   | —       |   | —     |   | — |   | — |   | 262.2 |   | — |   | 262.2 |   | — |   | 262.2 |   |
| **Term payables and other items**     |   | —                |   | —     |   | —                   |   | 35.9       |   | —       |   | —     |   | — |   | — |   | 35.9 |   | — |   | 35.9 |   | — |   | 35.9 |   |
| **Cash at bank and on deposit**       |   | —                |   | —     |   | 184.8                    |   | —     |   | —       |   | —     |   | — |   | — |   | 184.8 |   | 184.8 |   | — |   | 184.8 |   | — |   |
| **Cash available from CSR Limited**   |   | —                |   | —     |   | 255.3                    |   | —     |   | —       |   | —     |   | — |   | — |   | 255.3 |   | 255.3 |   | — |   | 255.3 |   | — |   |
| **Total(c)**                          |   |                  |   |       |   |                     |   |       |   |         |   |       |   |   |   |   |   |   |   | 440.1 |   | 2,064.7 |   | 440.1 |   | 2,255.3 |   |
|                                  |   |                  |   |       |   |                     |   |       |   |         |   |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Interest rate derivatives**         |   |                  |   |       |   |                     |   |       |   |         |   |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **US dollar interest rate swaps**     |   |                  |   |       |   |                     |   |       |   |         |   |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Fixed rate payer against US$ LIBOR    |   | 3.2                   |   | 4.0        |   | 124.9                    |   | —     |   | —       |   | 208.1      |   | 208.1 |   | — |   | 541.1 |   | 0.5 |   | 1.2 |   | — |   | 15.4 |   |
| **US dollar interest rate swaptions** |   |                  |   |       |   |                     |   |       |   |         |   |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| US$ interest rate swaptions sold      |   | 3.1                   |   | 2.1        |   | —                   |   | —     |   | —       |   | 41.6       |   | — |   | — |   | 41.6 |   | — |   | — |   | — |   | 3.3 |   |
| **Total(c)**                          |   |                  |   |       |   |                     |   |       |   |         |   |       |   |   |   |   |   |   |   | 0.5 |   | 1.2 |   | — |   | 18.7 |   |

 

----

(a)                                  Average rates for the individual periods donot materially differ from the overall average rates disclosed.

 

(b)                                 This debt can be refinanced using existingstandby facilities.

 

(c)                                  The carrying amount of financial instrumentsshown above as liabilities are included in the balance sheet as follows:

 

|                                                           |   | **US$  million  2003** |   |   | **A$ million  2003** |   |
|----------------------------------------------------------------|--------|------------------------|--------|--------|----------------------|--------|
|                                                           |   |                   |   |   |                 |   |
| Current interest-bearing liabilities                           |   | 161.7                  |   |   | 269.2                |   |
| Non-current interest-bearing liablilities                      |   | 1,051.5                |   |   | 1,750.7              |   |
| Non-current payables                                           |   | 21.6                   |   |   | 35.9                 |   |
| Interest and other current payables                            |   | 5.9                    |   |   | 10.1                 |   |
| **Total carrying  amount of financial instrument liabilities** |   | 1,240.7                |   |   | 2,065.9              |   |

 

F-37

----

 

**28****                                 ****Contracted capital expenditure**

 
|                                                                               |   | **US$  million** |   |     | **A$ million** |   |
|------------------------------------------------------------------------------------|--------|------------------|--------|----------|----------------|--------|
|                                                                               |   | **2004**         |   | **2003** |           |   | **2004** |   | **2003** |   |
|                                                                               |   |             |   |     |           |   |   |   |   |   |
| **Contracted capital  expenditure**                                                |   |             |   |     |           |   |   |   |   |   |
| Estimated capital expenditure contracted  for at balance date but not provided for |   |             |   |     |           |   |   |   |   |   |
| Payable within one year - controlled  entities                                     |   | **20.4**         |   | 6.5      |           |   | **27.0** |   | 10.8 |   |
| Payable within one year - associate  entities                                      |   | **3.6**          |   | 4.3      |           |   | **4.8** |   | 7.2 |   |
|                                                                               |   |             |   |     |           |   |   |   |   |   |
| **Total contracted  capital expenditure**                                          |   | **24.0**         |   | 10.8     |           |   | **31.8** |   | 18.0 |   |

 

**29****                                 ****Contracted operating lease and hire expenditure**

 
|                                                                                                                     |   | **US$  million** |       |     | **A$ million** |   |
|--------------------------------------------------------------------------------------------------------------------------|--------|------------------|------------|----------|----------------|--------|
|                                                                                                                     |   | **2004**         |       | **2003** |           |   | **2004** |   | **2003** |   |
|                                                                                                                     |   |             |       |     |           |   |   |   |   |   |
| **Contracted  operating lease and hire expenditure commitments not otherwise provided for  in the financial statements** |   |             |       |     |           |   |   |   |   |   |
| •  land and buildings                                                                                               |   | **54.3**         | ** ** | 53.6     |           |   | **72.0** | ** ** | 89.2 |   |
| •  quarry and other raw material reserves                                                                           |   | **61.0**         | ** ** | 53.8     |           |   | **80.7** | ** ** | 89.5 |   |
| •  plant and equipment                                                                                              |   | **13.7**         | ** ** | 14.2     |           |   | **18.1** | ** ** | 23.9 |   |
|                                                                                                                     |   | **129.0**        |       | 121.6    |           |   | **170.8** | ** ** | 202.6 |   |
|                                                                                                                     |   |             | ** ** |     |           |   |   | ** ** |   |   |
| **Contracted operating  lease and hire expenditure comprises**                                                           |   |             | ** ** |     |           |   |   | ** ** |   |   |
| Operating leases                                                                                                         |   |             | ** ** |     |           |   |   | ** ** |   |   |
| Non-cancellable payable                                                                                                  |   |             | ** ** |     |           |   |   | ** ** |   |   |
| •  within 1 year                                                                                                    |   | **27.0**         | ** ** | 25.0     |           |   | **35.8** | ** ** | 41.6 |   |
| •  between 1 and 2 years                                                                                            |   | **18.3**         | ** ** | 16.9     |           |   | **24.2** | ** ** | 28.2 |   |
| •  between 2 and 5 years                                                                                            |   | **31.4**         | ** ** | 29.8     |           |   | **41.5** | ** ** | 49.6 |   |
| •  after 5 years                                                                                                    |   | **35.7**         | ** ** | 35.7     |           |   | **47.3** | ** ** | 59.4 |   |
|                                                                                                                     |   | **112.4**        |       | 107.4    |           |   | **148.8** | ** ** | 178.8 |   |
| Other payable                                                                                                            |   |             | ** ** |     |           |   |   | ** ** |   |   |
| •  within 1 year                                                                                                    |   | **2.6**          | ** ** | 2.6      |           |   | **3.4** | ** ** | 4.4 |   |
| •  between 1 and 2 years                                                                                            |   | **1.8**          | ** ** | 1.7      |           |   | **2.4** | ** ** | 2.9 |   |
| •  between 2 and 5 years                                                                                            |   | **3.6**          | ** ** | 3.8      |           |   | **4.8** | ** ** | 6.4 |   |
| •  after 5 years                                                                                                    |   | **8.6**          | ** ** | 6.1      |           |   | **11.4** | ** ** | 10.1 |   |
|                                                                                                                     |   | **16.6**         |       | 14.2     |           |   | **22.0** | ** ** | 23.8 |   |
| **Total operating  lease and hire expenditure**                                                                          |   | **129.0**        | ** ** | 121.6    |           |   | **170.8** | ** ** | 202.6 |   |
|                                                                                                                     |   |             | ** ** |     |           |   |   | ** ** |   |   |
| Finance leases payable                                                                                                   |   |             | ** ** |     |           |   |   | ** ** |   |   |
| •  within 1 year                                                                                                    |   | **0.4**          | ** ** | 1.0      |           |   | **0.5** | ** ** | 1.7 |   |
| •  between 1 and 2 years                                                                                            |   | **0.3**          | ** ** | 0.5      |           |   | **0.5** | ** ** | 0.8 |   |
| •  between 2 and 5 years                                                                                            |   | **0.2**          | ** ** | 0.2      |           |   | **0.2** | ** ** | 0.4 |   |
| **Total minimum  finance lease payments**                                                                                |   | **0.9**          | ** ** | 1.7      |           |   | **1.2** | ** ** | 2.9 |   |
|                                                                                                                     |   |             | ** ** |     |           |   |   | ** ** |   |   |
| Less amounts provided for in the financial  statements                                                                   |   |             | ** ** |     |           |   |   | ** ** |   |   |
| •  current lease liabilities                                                                                        |   | **0.4**          | ** ** | 1.0      |           |   | **0.5** | ** ** | 1.7 |   |
| •  non-current lease liabilities                                                                                    |   | **0.5**          | ** ** | 0.7      |           |   | **0.7** | ** ** | 1.2 |   |
|                                                                                                                     |   |             | ** ** |     |           |   |   | ** ** |   |   |
| **Finance lease  expenditure not otherwise provided for in the financial statements**                                    |   | **—**       | ** ** | —   |           |   | **—** | ** ** | — |   |
|                                                                                                                     |   |             | ** ** |     |           |   |   | ** ** |   |   |
| **Total contracted  lease and hire expenditure not otherwise provided for in the financial  statements**                 |   | **129.0**        | ** ** | 121.6    |           |   | **170.8** | ** ** | 202.6 |   |

 

The total of minimum rentals to be received in the future undernon-cancellable subleases as at March 31, 2004 is not material.

Contingent rentals for 2004 and 2003 financial years were not material.

The leases on most of the Rinker group’s rental premises containrenewal options. The Rinker group’s decision to exercise renewal options isprimarily dependent upon the level of business conducted at the location andthe profitability thereof.

 

F-38

----

 

Leased plant and equipment consists primarily of mobile equipment,computer related items, and to a lesser extent fixed production equipment.

 

**30****                                 ****Non-cash financing and investing activities**

 

Therewere no material non-cash transactions during the year ended March 31,2004, 2003 or 2002 other than those disclosed elsewhere in the financialstatements. 

 

**31****                                 ****Related party information**

 

**Transactions within CSR Limited**

 

To facilitate the demerger internal restructure and demergertransactions occurred during the year ended March 31, 2003. Thesearrangements were not necessarily on commercial terms and conditions. Amountsreceivable from and payable to CSR group as at March 31, 2004 and 2003 aredetailed in the statement of financial position, notes 10 and 19.

 

**Transactions with wholly-owned group**

 

During the year Rinker Group Limited received dividends from itswholly-owned controlled entities, advanced and repaid loans, sold and purchasedgoods and services and provided accounting and administrative assistance to itswholly-owned controlled entities. All transactions during the year endedMarch 31, 2004 with related parties are on commercial terms andconditions. Other than as described above or in note 33, no material amountswere receivable from, or payable to, related parties as at March 31, 2004and 2003, and no material transactions with related parties occurred during theyear except as detailed in the financial statements.

 

**Directors and director-related entities**

 

The directors who held office during the year, and their holdings ofRinker Group Limited securities, are detailed in the table below.

 

Non-executive directors have agreements with Rinker Group Limited whichconform to the provisions of the company’s constitution in respect ofentitlements to retirement and termination payments.  These entitlements are frozen as at March 31, 2004.

 

**Transactions with directors and director-relatedentities**

 

Transactions entered into during the year with directors of RinkerGroup Limited and its controlled entities and with their director-relatedentities which are within normal customer or employee relationships on termsand conditions no more favorable than those available to other customers,employees, or shareholders include:

• theacquisition of shares in Rinker Group Limited under the employee share plans,

• dividendsfrom shares in Rinker Group Limited,

• the saleof goods and services,

• contractsof employment and reimbursement of expenses, and

• contractsof employment with relatives of directors on either a full-time or workexperience basis.

 

Related entities of Desmond Collins, a former executive director ofBallestrin Concrete Constructions Pty Limited (“Ballestrin”), a Readymixsubsidiary entity in Australia, received fees for the rental of equipment, landand buildings in 2004 of US$63,000 or A$91,000 (2003: nil;  2002: nil).

 

**Shareholdings of directors anddirector-related entities**

 

No directors held Rinker Group Limited shares at April 1,2003.  The holdings of directors atMarch 31, 2004 is given below.

 
| **Interests in shares(a)**                        |   | **Shares  Issued  April 11, 2003(e)** |   | **Subsequently  Acquired** |   | **Holdings  as at  March 31, 2004** |   | **Notional  SERP Holding(g)** |   | **Economic  Interest** |   |
|---------------------------------------------------|--------|--------------------------------------------|--------|----------------------------|--------|------------------------------------------|--------|-------------------------------|--------|------------------------|--------|
| **Rinker Group  Limited directors shareholdings** |   |                                       |   |                       |   |                                     |   |                          |   |                   |   |
| John Arthur                                       |   | 17,663                                     |   | 6,396                      |   | 24,059                                   |   | —                        |   | 24,059                 |   |
| John Ballard(b)                                   |   | 20,000                                     |   | —                     |   | 20,000                                   |   | —                        |   | 20,000                 |   |
| David Clarke                                      |   | 188,694                                    |   | 71,720                     |   | 260,414                                  |   | 245,026                       |   | 505,440                |   |
| Marshall Criser(c)                                |   | —                                     |   | 34,000                     |   | 34,000                                   |   | —                        |   | 34,000                 |   |
| John Ingram(d)                                    |   | —                                     |   | 15,000                     |   | 15,000                                   |   | —                        |   | 15,000                 |   |
| John Morschel                                     |   | 39,640                                     |   | 9,594                      |   | 49,234                                   |   | —                        |   | 49,234                 |   |
| Walter Revell(c)                                  |   | —                                     |   | 20,000                     |   | 20,000                                   |   | —                        |   | 20,000                 |   |

 

**Shareholdings of executives and executive-related entities**

 

Noexecutives held Rinker Group Limited shares at April 1, 2003.  The holdings of executives at March 31,2004 is given below.

 
| **Interests in shares(a)**          |   | **Shares  Issued  April 11, 2003(e)** |   | **Subsequently  Acquired** |   | **CASP  Shares(f)** |   | **Holdings  as at  March 31, 2004** |   | **Notional  SERP Holding(g)** |   | **Economic  Interest** |   |
|-------------------------------------|--------|--------------------------------------------|--------|----------------------------|--------|---------------------|--------|------------------------------------------|--------|-------------------------------|--------|------------------------|--------|
| **Executives’  shareholdings** |   |                                       |   |                       |   |                |   |                                     |   |                          |   |                   |   |
| Peter Abraham                       |   | 233,173                                    |   | 4,385                      |   | 27,796              |   | 265,354                                  |   | —                        |   | 265,354                |   |
| David Berger                        |   | —                                     |   | 35,860                     |   | —              |   | 35,860                                   |   | 50,840                        |   | 86,700                 |   |
| Tom Burmeister                      |   | 20,000                                     |   | —                     |   | —              |   | 20,000                                   |   | 32,518                        |   | 52,518                 |   |
| Sharon DeHayes                      |   | 10,500                                     |   | —                     |   | —              |   | 10,500                                   |   | 31,500                        |   | 42,000                 |   |
| Ira Fialkow                         |   | 16,200                                     |   | 5,340                      |   | —              |   | 21,540                                   |   | 42,650                        |   | 64,190                 |   |
| Duncan Gage                         |   | —                                     |   | —                     |   | —              |   | —                                   |   | —                        |   | —                 |   |
| Chris Murphy                        |   | —                                     |   | —                     |   | —              |   | —                                   |   | —                        |   | —                 |   |
| Debra Stirling                      |   | 213,577                                    |   | 36,098                     |   | 18,531              |   | 268,206                                  |   | —                        |   | 268,206                |   |
| Karl Watson Jr.                     |   | 3,200                                      |   | 113,190                    |   | 53,368              |   | 169,758                                  |   | —                        |   | 169,758                |   |
| Karl Watson Sr.                     |   | 10,500                                     |   | —                     |   | —              |   | 10,500                                   |   | 42,650                        |   | 53,150                 |   |

 

F-39

----

 

----

(a)                                  Including ADRs.

(b)                                 Resigned October 1, 2003, balance shownat date of resignation.

(c)                                  Took office on April 12, 2003.

(d)                                 Took office on October 1, 2003.

(e)                                  Represents holdings of CSR Limited shares,which entitled holders to receive one Rinker Group Limited share for each sharein CSR Limited as a result of the demerger.

(f)                                    Represents shares granted under CASP duringthe fiscal year. Shares are at risk and will be eligible to vest if performancecriteria are met.

(g)                                 In addition to the above holdings of sharesand ADRs, directors and executives have an additional exposure to movements inthe Rinker share price by virtue of their election to invest in ‘notionalRinker shares’ under Rinker’s SERP. The SERP is a defined contribution plan inthe United States to which employees and employers make contributions.  The interest is economic only - notionalRinker shares do not currently carry any rights in connection with Rinkerordinary shares or Rinker ADRs.  AllSERP holdings at year end were acquired during the year.

 

**Relationshipbetween CSR Limited and Rinker Group Limited**

 

On March 28, 2003, the Federal Court of Australia approved thedemerger of Rinker Group Limited from CSR Limited. Rinker Group Limited wasadmitted to the official list of the ASX and its shares were quoted on thestock market conducted by the ASX effective March 31, 2003 (on a deferredsettlement basis).

 

Prior to the demerger, Rinker Group Limited was a wholly ownedsubsidiary of CSR.  As a result of thedemerger, Rinker Group Limited became a separately listed company and the CSRgroup and the Rinker group now operate independently of each other.

As part of the demerger transition process, the CSR group and theRinker group entered into various contractual arrangements dealing with theseparation and the ongoing business relationships and operations between CSRLimited and Rinker Group Limited as independent companies as detailed below:

 

*Property*

 

Readymix has agreed to share future property profits from certain landsales with CSR Limited.

 

*Indemnity and claims management*

 

CSR Limited has granted Rinker Group Limited, its subsidiaries,directors, officers and employees and the directors, officers and employees ofits subsidiaries an indemnity against liability (to the extent it is notcovered by Rinker Group Limited’s insurance) arising from any claim madeagainst any of them arising from any actions or omissions done in relation toany of the businesses which are conducted by the CSR group after the demerger(or businesses that would have been conducted by the CSR group after thedemerger except that those businesses have been closed before the demerger)regardless of when the liability or loss to which the claim relates arises. Inaddition, CSR Limited would be required to indemnify Rinker group companies inthe event of any asbestos related liabilities imposed on them on account of CSRLimited’s legal torts.

 

Rinker Group Limited has granted CSR Limited, its subsidiaries,directors, officers and employees and the directors, officers and employees ofits subsidiaries an indemnity against liability (to the extent it is notcovered by CSR Limited’s insurance) arising from any claim made against any ofthem arising from any actions or omissions done in relation to any of thebusinesses which are conducted by the Rinker group after the demerger (orbusinesses that would have been conducted by the Rinker group after thedemerger except that those businesses have been closed before the demerger),regardless of when the liability or loss to which the claim relates arises.

 

*Insurance*

 

Rinker Group Limited is responsible for its own insurance arrangements,including directors’ and officers’ insurance following the demerger. However,the directors and officers of Rinker Group Limited and CSR Limited atMarch 28, 2003 will continue to have the benefit of the directors andofficers run off insurance held by CSR Limited in respect of matters whichoccurred before the demerger took effect.

 

*Tax Liability*

 

The Rinker group is responsible for, and has indemnified CSR Limited inrespect of, tax liabilities relating to the businesses conducted by Rinkergroup companies after the demerger as though the relevant Rinker groupcompanies had always owned and operated those businesses, and the CSR group isresponsible for, and has indemnified Rinker Group Limited in respect of, taxliabilities relating to the businesses conducted by the CSR group after thedemerger.

 

*Transition and shared services arrangements*

 

Rinker Group Limited and CSR Limited have entered into an agreementpursuant to which the CSR group will supply, or procure the supply of, avariety of services to the Rinker group during a transitional period. It isexpected that the transitional period will end prior to March 31, 2005.

 

*Bond guarantee*

 

At March 31, 2004, CSR Limited had outstanding pre demergerguarantees on 2005 bonds amounting to US$250.0 million (A$331.0 million) takenover by Rinker Group Limited as part of the demerger transaction. Rinker GroupLimited has provided CSR Limited bank letters of credit to provide indemnityagainst any liability arising to CSR Limited in respect of these bonds.

 

*Workers’ compensation arrangements*

 

CSR Limited and Rinker Group Limited have entered into deeds ofindemnity and management agreements relating to workers’ compensation claimsrelating to incidents prior to the demerger. The deeds of indemnity providesfor indemnities in respect of common law and statutory workers’ compensationliabilities after the demerger.

 

*Superannuation arrangements*

 

Details are provided in note 32.

 

F-40

----

 

**32****                                 ****Superannuation commitments and other employee benefits**

 

Rinker Group Limited and its controlled entities participate in anumber of superannuation funds in Australia, the United States (US) and othercountries where they operate. The funds provide benefits either on a definedbenefit or cash accumulation basis, for employees on retirement, resignation ordisablement, or to their dependants on death. Employer contributions arelegally enforceable, with the right to terminate, reduce or suspend thosecontributions upon giving adequate written notice to the participants andtrustees. Rinker Group Limited and its Australian controlled entities arerequired to provide a minimum level of superannuation support for employeesunder the Australian Superannuation Guarantee Legislation.

 

**Asset backing**

 

The assets of the US based superannuation funds were not sufficient tosatisfy all benefits which would have been vested in the event of terminationof the funds, or in the event of the voluntary or compulsory termination of theemployment of each employee to the extent shown below.

 

The total deficit of the US plans based on their most recent auditedactuarial reviews totaled US$11.7 million (A$15.6 million) (Rinker MaterialsCorporation Pension Plan: deficit US$2.5 million (A$3.4 million), RinkerMaterials Corporation Retirement Income Plan: deficit US$6.9 million (A$9.1million), United Metro/San Xavier Collectively Bargained Pension Plan: deficitUS$2.3 million (A$3.1 million) as detailed in the table below.

 

The total deficit of the US plans based on updated but unauditedreviews at January 1, 2004 totaled US$20.2 million (A$26.8 million)(Rinker Materials Corporation Pension Plan: deficit US$4.9 million (A$6.5million), Rinker Materials Corporation Retirement Income Plan: deficit US$10.5million (A$13.9 million), United Metro Xavier Collectively Bargained PensionPlan: deficit US$4.8 million (A$6.4 million)).

 

**Accumulation funds**

 

The benefits provided by accumulation funds are based on thecontributions and income thereon held by the fund on behalf of the member.Contributions are made by the member and the company based on a percentage ofthe member’s salary, as specified by the rules of the fund. These contributionsare expensed in the period they are incurred.

 

**Defined benefit funds**

 

The benefits provided by defined benefit funds are based on length ofservice or membership and salary of the member at or near retirement. Membercontributions, based on a percentage of salary, are specified by the rules ofthe fund.

 

Employer contributions generally vary based on actuarial advice and maybe reduced or even cease when a fund is in actuarial surplus. Thesecontributions are expensed in the period they are incurred.  The currently assessed shortfall of netmarket value of plan assets compared to accrued benefits has not beenrecognised as a liability in the financial statements as Rinker Group Limitedand its controlled entities do not presently have a legal or constructiveobligation to meet the deficit, other than the annually determined minimumfunding amount.  The annually determinedminimum funding amount has been appropriately recognised as a liability at yearend.

 

**Harwood Superannuation Fund**

 

In Australia, Rinker group entities participate in the HarwoodSuperannuation Fund (formerly CSR Australian Superannuation Fund) for thoseRinker group employees who are currently members of that fund and any newemployees who become members of that fund. CSR Limited and Rinker Group Limitedeach separately cover, in effect, 50% of the funding of the accrued definedbenefit liabilities of the Harwood Superannuation Fund as at the demerger date,which are revalued by the actuary at least annually. Rinker Group Limited isresponsible for obligations with respect to benefits accrued after the demergerrelating to individuals who are employed within the Rinker group post demergerby their respective group companies.

 
|                                                            |   |               |       |              |       |          |       |         |       | **Employer  contributions for** |       |
|-----------------------------------------------------------------|--------|--------------------|------------|-------------------|------------|---------------|------------|--------------|------------|---------------------------------|------------|
|                                                            |   | **Accrued**        |       | **Market  value** |       | **Surplus**   |       | **Vested**   |       | **the year**                    |       |
| **Defined benefit funds sponsored by Rinker group entities**    |   | **benefits**       |       | **of assets**     |       | **(Deficit)** |       | **benefits** |       | **paid**                        |       | **payable** |   |
|                                                            |   | **(US$  million)** |       |
|                                                            |   |               | ** ** |              | ** ** |          | ** ** |         | ** ** |                            | ** ** |   | ** ** |
| Harwood Superannuation Fund - Defined  Benefit Division(a)      |   |               | ** ** |              | ** ** |          | ** ** |         | ** ** |                            | ** ** |   | ** ** |
| Pre-Demerger Component                                          |   | 7.7                |       | 9.6               |       | 1.9           |       | 7.6          |       | 1.4                             |       | — |   |
| Post-Demerger Component                                         |   | 1.7                |       | 1.5               |       | (0.2          | )          | 1.7          |       | 1.7                             |       | — |   |
| Rinker Materials Corporation Pension  Plan(b)                   |   | 11.5               |       | 9.0               |       | (2.5          | )          | 11.1         |       | 1.0                             |       | 0.3 |   |
| Rinker Materials Corporation Retirement  Income Plan(b)         |   | 19.1               |       | 12.2              |       | (6.9          | )          | 18.7         |       | 1.5                             |       | 0.2 |   |
| United Metro/San Xavier Collectively  Bargained Pension Plan(c) |   | 10.0               |       | 7.7               |       | (2.3          | )          | 9.1          |       | 2.3                             |       | 0.6 |   |

 
|                                                            |   |              |       |              |       |          |       |         |       | **Employer  contributions for** |       |
|-----------------------------------------------------------------|--------|-------------------|------------|-------------------|------------|---------------|------------|--------------|------------|---------------------------------|------------|
|                                                            |   | **Accrued**       |       | **Market  value** |       | **Surplus**   |       | **Vested**   |       | **the year**                    |       |
| **Defined benefit funds sponsored by Rinker group entities**    |   | **benefits**      |       | **of assets**     |       | **(Deficit)** |       | **benefits** |       | **paid**                        |       | **payable** |   |
|                                                            |   | **(A$  million)** |       |
|                                                            |   |              | ** ** |              | ** ** |          | ** ** |         | ** ** |                            | ** ** |   | ** ** |
| Harwood Superannuation Fund - Defined  Benefit Division(a)      |   |              | ** ** |              | ** ** |          | ** ** |         | ** ** |                            | ** ** |   | ** ** |
| Pre-Demerger Component                                          |   | 10.2              |       | 12.7              |       | 2.5           |       | 10.0         |       | 1.9                             |       | — |   |
| Post-Demerger Component                                         |   | 2.2               |       | 2.0               |       | (0.2          | )          | 2.2          |       | 2.3                             |       | — |   |
| Rinker Materials Corporation Pension  Plan(b)                   |   | 15.3              |       | 11.9              |       | (3.4          | )          | 14.7         |       | 1.4                             |       | 0.4 |   |
| Rinker Materials Corporation Retirement  Income Plan(b)         |   | 25.3              |       | 16.2              |       | (9.1          | )          | 24.7         |       | 2.0                             |       | 0.3 |   |
| United Metro/San Xavier Collectively  Bargained Pension Plan(c) |   | 13.3              |       | 10.2              |       | (3.1          | )          | 12.1         |       | 3.0                             |       | 0.9 |   |

 

**Other employee benefits**

 

***Cash award share plan***

 

The Cash Award Share Plan (CASP) was a defined benefit long-term equityincentive plan in use during the year ended March 31, 2004.  Under CASP, shares were acquired on-marketon behalf of participants by the plan trustee until performance and timequalifications are met.  The cost of the293,437 shares acquired during the year ended March 31, 2004, totalingUS$1.0 million or A$1.6 million, was met by the company and is beingprogressively recognised over the vesting period. Shares cannot be withdrawnfrom CASP until 10 years from the date those shares vested, or until theparticipant is no longer an employee of any Rinker company, whichever occursfirst.  Participants are entitled to anydividend, return of capital or other distribution made in respect of Rinkershares held on their behalf, irrespective of whether the relevant criteria havebeen met at that time.  Each participantmay direct the trustee how to vote any shares held on the participant’s behalf.

 

F-41

----

 

***Universal share plan***

 

Information on shares issued underthe Universal Share Plan (“USP”) is included under Note 22.  During the year no expense was recorded inrelation to shares issued to employees under the USP.

 

(a)                                  The amounts represent the actuarialliabilities, determined to be past service liabilities, calculated atMarch 31, 2004 based on the assumptions used for the last actuarial reviewwhich was performed on June 30, 2003 by R Paton FIA FIAA.

 

The Fund was separated intotwo separate plans from the date of demerger, comprising pre and post demergercomponents as shown.

 

There is an enforceableobligation for Rinker Group Limited and CSR Limited to contribute such amountsas to ensure that the assets attributable to the Harwood Superannuation Fund’sDefined Benefit Division (DBD) are not less than 120% of the amount required tomeet the accrued defined benefit liabilities of the Harwood Superannuation Fundas at the demerger date. CSR Limited has made available to the fund a bankguarantee to satisfy this obligation. The actuary revalues the accrued benefitliabilities at least annually. Rinker Group Limited is required to cover, ineffect, 50% of such obligations. CSR Limited is required to cover, in effect,the remaining 50%. The pre demerger actuarial liabilities, determined to bepast service liabilities, at March 31, 2004 for this joint obligationtotals US$123.6 million or A$163.7 million and the assets corresponding forthis liability were US$142.8 million or A$189.1 million or 116% of the accruedliabilities.

 

In respect of the Rinkergroup component of the post demerger DBD of the Harwood Superannuation Fund(RGL Plan DBD), there is an obligation for Rinker Group Limited to contributesuch amounts as to ensure that the assets attributable to the RGL Plan DBD arenot less than 120% of the amount required to meet the actuarial liabilities ofthe RGL Plan’s DBD. A bank guarantee has been made available by CSR Limited tothe Trustee of the Fund to satisfy that commitment. As at March 31, 2004,the assets of the RGL Plan DBD were 118% of the corresponding actuarialliabilities.

 

(b)                                 Last actuarial review performed by Michael VonBehren EA MAAA on January 1, 2003.

 

(c)                                  Last actuarial review performed by Michael VonBehren EA MAAA on October 1, 2002.

 

**33****                                 ****Equity accounting information**

 
|                                           |   |                    |   | **Ownership  interest** |   | **Carrying  Amount** |   |
|------------------------------------------------|--------|-------------------------|--------|-------------------------|--------|----------------------|--------|
|                                           |   |                    |   | **2004**                |   | **2003**             |   | **2004** |   | **2003** |   |   | **2004** |   | **2003** |   |
| **Name of entity**                             |   | **Principal  activity** |   | **%**                   |   | **%**                |   | **US$  million** |   |   | **A$ million** |   |
| Cement Australia Holdings Pty Limited(a)(b)    |   | cement manufacture      |   | **25**                  |   | 50                   |   | **106.0** |   | 130.8 |   |   | **140.3** |   | 217.7 |   |
| Metromix Pty Limited                           |   | pre-mixed concrete      |   | **50**                  |   | 50                   |   | **8.9** |   | 7.3 |   |   | **11.8** |   | 12.1 |   |
| Granite Canyon Joint Venture(b)                |   | aggregates              |   | **49**                  |   | 49                   |   | **4.3** |   | 4.7 |   |   | **5.7** |   | 7.9 |   |
| Other immaterial associates                    |   |                    |   |                    |   |                 |   | **0.2** |   | 0.2 |   |   | **0.3** |   | 0.3 |   |
|                                           |   |                    |   |                    |   |                 |   |   |   |   |   |   |   |   |   |   |
| **Associates**                                 |   |                    |   |                    |   |                 |   | **119.4** |   | 143.0 |   |   | **158.1** |   | 238.0 |   |
|                                           |   |                    |   |                    |   |                 |   |   |   |   |   |   |   |   |   |   |
| Cement Australia Partnership(a)(b)             |   | cement distribution     |   | **25**                  |   | —               |   | **7.5** |   | — |   |   | **9.9** |   | — |   |
| Emoleum Partnership(b)                         |   | road resurfacing        |   | **50**                  |   | 50                   |   | **13.6** |   | 11.1 |   |   | **17.9** |   | 18.5 |   |
| Other immaterial partnerships                  |   |                    |   |                    |   |                 |   | **2.9** |   | 2.4 |   |   | **4.0** |   | 4.0 |   |
|                                           |   |                    |   |                    |   |                 |   |   |   |   |   |   |   |   |   |   |
| **Partnerships**                               |   |                    |   |                    |   |                 |   | **24.0** |   | 13.5 |   |   | **31.8** |   | 22.5 |   |
|                                           |   |                    |   |                    |   |                 |   |   |   |   |   |   |   |   |   |   |
| **Total associate  entities and partnerships** |   |                    |   |                    |   |                 |   | **143.4** |   | 156.5 |   |   | **189.9** |   | 260.5 |   |

 

----

(a)                                  On June 1, 2003, Rinker Group Limited’s50% interest in its associated company, Australian Cement Holdings Pty Limited(“ACH”), was reduced to 25% after this business was merged with QueenslandCement Limited (“QCL”).  This merger waseffected through the acquisition by ACH of all the issued shares of QCL and theformation of Cement Australia Partnership (“CAP”).  ACH issued additional shares to the shareholders of QCL asconsideration for the acquisition of QCL shares.  The merged entity was then renamed Cement Australia Holdings PtyLtd (“CA”).  In connection with themerger, the Rinker group also acquired a 25% interest in the Cement AustraliaPartnership. During the year ended March 31, 2004, the group recorded itsshare of profit after tax of the associated company, CA (formerly ACH), and itsshare of income from CAP.  Prior to themerger, ACH repurchased preference shares held by the Rinker group in exchangefor a US$55.3 million (A$81.8 million) loan. Such loans bears interest at 7% per annum.  At March 31, 2004, US$48.5 million (A$64.2 million) of theloan was receivable by the Rinker group.

 

(b)                                 The year end is December 31.

 
|                                                                                 |   | **US$  million** |       |     | **A$ million** |   |
|--------------------------------------------------------------------------------------|--------|------------------|------------|----------|----------------|--------|
|                                                                                 |   | **2004**         |       | **2003** |           |   | **2004** |   | **2003** |   |
|                                                                                 |   |             |       |     |           |   |   |   |   |   |
| **Equity accounted  amount of investments at the beginning of the financial year**   |   | **156.5**        | ** ** | 94.3     |           |   | **260.5** | ** ** | 178.5 |   |
|                                                                                 |   |             | ** ** |     |           |   |   | ** ** |   |   |
| Share of associate entities’ profit from  ordinary activities before income tax |   | **15.7**         | ** ** | 20.1     |           |   | **23.0** | ** ** | 35.5 |   |
| Share of income tax                                                                  |   | **(0.7**         | **)**      | (6.3     | )              |   | **(1.0** | **)** | (11.2 | ) |
| Dividends and distributions received                                                 |   | **(13.1**        | **)**      | (19.4    | )              |   | **(17.4** | **)** | (33.8 | ) |
| Capital repaid                                                                       |   | **(55.3**        | **)**      | —   |           |   | **(81.8** | **)** | — |   |
| Capital invested                                                                     |   | **5.7**          | ** ** | 5.8      |           |   | **8.2** | ** ** | 9.7 |   |
| Fair value adjustment on acquisition of  Australian Cement Holdings(c)               |   | **—**       | ** ** | 53.0     |           |   | **—** | ** ** | 88.3 |   |
| Disposals                                                                            |   | **—**       | ** ** | (2.9     | )              |   | **—** | ** ** | (5.2 | ) |
| Return of investment and disposals                                                   |   | **—**       | ** ** | (3.4     | )              |   |   |   | (6.1 | ) |
| Foreign currency translation and other                                               |   | **34.6**         | ** ** | 15.3     |           |   | **(1.6** | **)** | 4.8 |   |
| **Equity accounted amount of  investments at the end of the financial year**         |   | **143.4**        |       | 156.5    |           |   | **189.9** |   | 260.5 |   |

 

F-42

----

 
|                                                      |   | **US$  million** |       |     | **A$ million** |   |
|-----------------------------------------------------------|--------|------------------|------------|----------|----------------|--------|
|                                                      |   | **2004**         |       | **2003** |           |   | **2004** |   | **2003** |   |
|                                                      |   |             |       |     |           |   |   |   |   |   |
| **Share of reserves  attributable to associate entities** |   |             |       |     |           |   |   |   |   |   |
| •  retained profits                                  |   | **10.6**         | ** ** | 9.4      |           |   | **14.1** | ** ** | 15.7 |   |
|                                                      |   |             | ** ** |     |           |   |   | ** ** |   |   |
| **Summarised  financial position of associate entities**  |   |             | ** ** |     |           |   |   | ** ** |   |   |
| Assets                                                    |   |             | ** ** |     |           |   |   | ** ** |   |   |
| •  cash                                              |   | **14.6**         | ** ** | 8.3      |           |   | **19.4** | ** ** | 13.8 |   |
| •  other current assets                              |   | **308.6**        | ** ** | 108.8    |           |   | **408.6** | ** ** | 181.1 |   |
| •  property, plant and equipment                     |   | **471.4**        | ** ** | 241.5    |           |   | **624.2** | ** ** | 402.1 |   |
| •  other non-current assets                          |   | **209.8**        | ** ** | 6.3      |           |   | **277.8** | ** ** | 10.5 |   |
| Liabilities                                               |   |             | ** ** |     |           |   |   | ** ** |   |   |
| •  current accounts payable                          |   | **(163.6**       | **)**      | (49.3    | )              |   | **(216.6** | **)** | (82.1 | ) |
| •  current borrowings and other liabilities          |   | **(359.3**       | **)**      | (17.7    | )              |   | **(475.7** | **)** | (29.4 | ) |
| •  non-current liabilities                           |   | **(69.8**        | **)**      | (91.7    | )              |   | **(92.4** | **)** | (152.7 | ) |
|                                                      |   |             |       |     |           |   |   |   |   |   |
| Net assets                                                |   | **411.7**        | ** ** | 206.2    |           |   | **545.3** | ** ** | 343.3 |   |

 

----

(c)                                  Australian Cement Holdings was acquired froma controlled entity of CSR Limited. Under Australian. 

GAAPthis internal (to CSR Group) purchase must be recorded at fair value.

 
|                                                   |   | **US$  million** |   |     | **A$ million** |   |
|--------------------------------------------------------|--------|------------------|--------|----------|----------------|--------|
|                                                   |   | **2004**         |   | **2003** |           |   | **2004** |   | **2003** |   |
| **Balances and  transactions with associate entities** |   |             |   |     |           |   |   |   |   |   |
| Current loans and receivables                          |   | **11.3**         |   | 9.0      |           |   | **15.0** |   | 15.0 |   |
| Non current loans and receivables                      |   | **84.6**         |   | 25.0     |           |   | **112.1** |   | 41.7 |   |
| New loans and receivables                              |   | **69.6**         |   | 89.1     |           |   | **102.3** |   | 148.4 |   |
| Loans and receivables repaid                           |   | **19.4**         |   | 80.0     |           |   | **28.5** |   | 141.5 |   |
| Current payables                                       |   | **28.5**         |   | 15.0     |           |   | **37.9** |   | 25.0 |   |
| Purchases of goods and services                        |   | **140.9**        |   | 77.2     |           |   | **200.3** |   | 136.6 |   |
| Sale of goods and services                             |   | **33.9**         |   | 28.0     |           |   | **48.0** |   | 49.6 |   |
| Dividends and distributions received and  receivable   |   | **13.1**         |   | 19.4     |           |   | **17.4** |   | 33.8 |   |

 

**34****                                 ****Acquisitions and disposals of controlled entities andbusinesses**

 
|                                                                |   | **Date  acquired** |       | **Interest** |       | **Consideration**     |       | **Net  tangible assets** |       |
|---------------------------------------------------------------------|--------|--------------------|------------|--------------|------------|-----------------------|------------|--------------------------|------------|
|                                                                |   |               |       | **%**        |       | **US$**               |       | **A$**                   |       | **US$** |   | **A$** |   |
|                                                                |   |               | ** ** |         | ** ** | **(million)**         | ** ** |
| **Controlled entities  acquired excluding intragroup transfers(a)** |   |               |       |         |       |                  |       |                     |       |   |   |   |   |
| Excel Concrete Pty Ltd                                              |   | June 2, 2003  |       | 100          |       | 1.3                   |       | 2.1                      |       | 0.5 |   | 0.9 |   |
| Rinker Materials (Tianjin) Co Ltd                                   |   | April 1, 2003 |       | 30           |       | 7.0                   |       | 8.7                      |       | 3.0 |   | 4.7 |   |
| **Business acquired  during the year**                              |   |               |       |         |       | 32.8                  |       | 45.6                     |       | 24.1 |   | 32.5 |   |
|                                                                |   |               |       |         |       | **41.1**              |       | **56.4**                 | ** ** | **27.6** | ** ** | **38.1** |   |
|                                                                |   |               | ** ** |         | ** ** |                  | ** ** |                     | ** ** |   | ** ** |   | ** ** |
|                                                                |   |               | ** ** |         | ** ** | **Loss  on disposal** | ** ** | **Net  tangible assets** | ** ** |
|                                                                |   |               | ** ** |         | ** ** | **US$**               | ** ** | **A$**                   | ** ** | **US$** | ** ** | **A$** | ** ** |
|                                                                |   |               |       |         |       |                  |       |                     |       |   |   |   |   |
| **Controlled entities  disposed excluding demerged entities(a)**    |   |               |       |         |       | 0.2                   |       | 0.3                      |       | (3.6 | ) | (4.9 | ) |

 

F-43

----

 
|                                            |   | **Consolidated  acquisitions** |       | **Consolidated  disposals** |   |
|-------------------------------------------------|--------|--------------------------------|------------|-----------------------------|--------|
| **Value of net assets of controlled  entities** |   | **US$ million**                |       | **US$ million**             |   |
| **and businesses acquired (disposed)(b)**       |   | **2004**                       |       | **2003**                    |   | **2002** |   | **2004** |   | **2003** |   | **2002** |   |
| Cash                                            |   | **—**                     | ** ** | 18.7                        |   | — |   | **—** | ** ** | — |   | — |   |
| Receivables                                     |   | **4.9**                        | ** ** | 67.1                        |   | 3.1 |   | **—** | ** ** | 2.2 |   | — |   |
| Inventories                                     |   | **1.9**                        | ** ** | 14.7                        |   | 5.0 |   | **0.5** | ** ** | 5.5 |   | 0.6 |   |
| Other current assets                            |   | **0.2**                        | ** ** | 3.0                         |   | 0.1 |   | **—** | ** ** | — |   | — |   |
| Investments                                     |   | **0.1**                        | ** ** | 5.0                         |   | — |   | **—** | ** ** | — |   | — |   |
| Property, plant and equipment                   |   | **24.2**                       | ** ** | 165.1                       |   | 42.9 |   | **3.1** | ** ** | 11.5 |   | 14.4 |   |
| Intangibles                                     |   | **—**                     | ** ** | 0.3                         |   | — |   | **—** | ** ** | 0.6 |   | — |   |
| Other non-current assets                        |   | **0.3**                        | ** ** | 9.6                         |   | — |   | **—** | ** ** | 0.2 |   | — |   |
| Payables                                        |   | **(8.0**                       | **)**      | (54.5                       | )      | (4.1 | ) | **—** | ** ** | (1.2 | ) | — |   |
| Interest-bearing liabilities                    |   | **(0.3**                       | **)**      | (2.7                        | )      | — |   | **—** | ** ** | — |   | — |   |
| Provisions                                      |   | **(1.3**                       | **)**      | (58.9                       | )      | (0.4 | ) | **—** | ** ** | — |   | — |   |
| Outside equity interests                        |   | **5.6**                        | ** ** | (1.3                        | )      | — |   | **—** | ** ** | — |   | — |   |
|                                            |   | **27.6**                       |       | 166.1                       |   | 46.6 |   | **3.6** | ** ** | 18.8 |   | 15.0 |   |
| Goodwill acquired (disposed)                    |   | **13.5**                       | ** ** | 381.3                       |   | 32.4 |   | **0.9** | ** ** | 0.9 |   | — |   |
| (Loss) Profit on disposal                       |   | **—**                     | ** ** | —                      |   | — |   | **(0.2** | **)** | 0.4 |   | — |   |
|                                            |   |                           |       |                        |   |   |   |   |   |   |   |   |   |
| **Total consideration**                         |   | **41.1**                       | ** ** | 547.4                       |   | 79.0 |   | **4.3** | ** ** | 20.1 |   | 15.0 |   |
| Cash balances (acquired)                        |   | **—**                     | ** ** | (18.7                       | )      | — |   | **—** | ** ** | — |   | — |   |
| Non-cash consideration and other                |   | **(5.1**                       | **)**      | 3.2                         |   | — |   | **—** | ** ** | 5.9 |   | 1.7 |   |
|                                            |   |                           |       |                        |   |   |   |   |   |   |   |   |   |
| **Total flow of cash**                          |   | **36.0**                       | ** ** | 531.9                       |   | 79.0 |   | **4.3** | ** ** | 26.0 |   | 16.7 |   |
|                                            |   |                           | ** ** |                        |   |   |   |   | ** ** |   |   |   |   |
| **Value of net assets of controlled  entities** |   | **A$ million**                 |       | **A$ million**              |   |
| **and businesses acquired  (disposed)(b)**      |   | **2004**                       |       | **2003**                    |   | **2002** |   | **2004** |   | **2003** |   | **2002** |   |
| Cash                                            |   | **—**                     | ** ** | 34.4                        |   | — |   | **—** | ** ** | — |   | — |   |
| Receivables                                     |   | **7.5**                        | ** ** | 123.2                       |   | 6.2 |   | **—** | ** ** | 4.0 |   | — |   |
| Inventories                                     |   | **2.8**                        | ** ** | 27.1                        |   | 10.0 |   | **0.7** | ** ** | 9.6 |   | 1.1 |   |
| Other current assets                            |   | **0.2**                        | ** ** | 5.4                         |   | 0.2 |   | **—** | ** ** | — |   | — |   |
| Investments                                     |   | **0.1**                        | ** ** | 9.2                         |   | — |   | **—** | ** ** | — |   | — |   |
| Property, plant and equipment                   |   | **33.3**                       | ** ** | 303.4                       |   | 86.2 |   | **4.1** | ** ** | 20.2 |   | 28.2 |   |
| Intangibles                                     |   | **—**                     | ** ** | 0.5                         |   | — |   | **—** | ** ** | 1.1 |   | — |   |
| Other non-current assets                        |   | **0.4**                        | ** ** | 17.7                        |   | — |   | **0.1** | ** ** | 0.4 |   | — |   |
| Payables                                        |   | **(11.8**                      | **)**      | (100.2                      | )      | (8.1 | ) | **—** | ** ** | (2.2 | ) | — |   |
| Interest-bearing liabilities                    |   | **(0.4**                       | **)**      | (5.1                        | )      | — |   | **—** | ** ** | — |   | — |   |
| Provisions                                      |   | **(1.9**                       | **)**      | (108.2                      | )      | (0.7 | ) | **—** | ** ** | — |   | — |   |
| Outside equity interests                        |   | **7.9**                        | ** ** | (2.4                        | )      | — |   | **—** | ** ** | — |   | — |   |
|                                            |   | **38.1**                       |       | 305.0                       |   | 93.8 |   | **4.9** | ** ** | 33.1 |   | 29.3 |   |
| Goodwill acquired (disposed)                    |   | **18.3**                       | ** ** | 695.8                       |   | 63.5 |   | **1.2** | ** ** | 1.5 |   | — |   |
| (Loss) Profit on disposal                       |   | **—**                     | ** ** | —                      |   | — |   | **(0.3** | **)** | 1.1 |   | — |   |
|                                            |   |                           |       |                        |   |   |   |   |   |   |   |   |   |
| **Total consideration**                         |   | **56.4**                       | ** ** | 1,000.8                     |   | 157.3 |   | **5.8** | ** ** | 35.7 |   | 29.3 |   |
| Cash balances (acquired)                        |   | **—**                     | ** ** | (34.4                       | )      | — |   | **—** | ** ** | — |   | — |   |
| Non-cash consideration and other                |   | **(7.2**                       | **)**      | 5.4                         |   | — |   | **—** | ** ** | 9.8 |   | 3.3 |   |
|                                            |   |                           |       |                        |   |   |   |   |   |   |   |   |   |
| **Total flow of cash**                          |   | **49.2**                       | ** ** | 971.8                       |   | 157.3 |   | **5.8** | ** ** | 45.5 |   | 32.6 |   |

 

----

(a)                                  Operating results of the entities acquired(disposed of) are included in the statement of financial performance from thedate acquired (up to the date disposed).

 

(b)                                 In addition to the acquisitions and disposalsshown above, during the year ended March 31, 2003, certain non-cashintragroup transfers occured to facilitate the demerger.

 

F-44

----

 

**35****                                 ****Particulars relating to entities consolidated in theeconomic entity**

 
|                                                                              |   | **Country of  incorporation** |       | **%****Rinker group  ownership2004** |       |
|-----------------------------------------------------------------------------------|--------|-------------------------------|------------|--------------------------------------|------------|
|                                                                              |   |                          |       |                                 |       |
| **Parent entity**                                                                 |   |                          |       |                                 |       |
| Rinker Group Limited(formerly CSR Investments  Overseas Ltd)                      |   | Australia                     |       |                                 |       |
| **Combined entities**                                                             |   |                          |       |                                 |       |
| ALC Las Vegas Mining Claims, LLC                                                  |   | USA                           | ** ** | **100**                              | ** ** |
| American Limestone West, LLC                                                      |   | USA                           | ** ** | **100**                              | ** ** |
| ARC Management Company, Inc.                                                      |   | USA                           | ** ** | **100**                              | ** ** |
| ARC Materials Corporation                                                         |   | USA                           | ** ** | **100**                              | ** ** |
| Ballestrin Concrete Construction Pty Limited(d)                                   |   | Australia                     | ** ** | **100**                              | ** ** |
| Bettaform Constructions Pty Ltd(d)                                                |   | Australia                     | ** ** | **100**                              | ** ** |
| Broadway & Frame Premix Concrete Pty Ltd(a)                                   |   | Australia                     | ** ** | **100**                              | ** ** |
| Excel Concrete (NSW) Pty Ltd(b)                                                   |   | Australia                     | ** ** | **100**                              | ** ** |
| Excel Concrete Pty Ltd(b)                                                         |   | Australia                     | ** ** | **100**                              | ** ** |
| FCS Las Vegas Mining Claims, LLC                                                  |   | USA                           | ** ** | **100**                              | ** ** |
| Florida Crushed Stone Company                                                     |   | USA                           | ** ** | **100**                              | ** ** |
| Fort Calhoun Stone Company                                                        |   | USA                           | ** ** | **100**                              | ** ** |
| Guernsey Stone Company                                                            |   | USA                           | ** ** | **100**                              | ** ** |
| HCC Las Vegas Mining Claims, LLC                                                  |   | USA                           | ** ** | **100**                              | ** ** |
| Hydro Conduit Corporation                                                         |   | USA                           | ** ** | **100**                              | ** ** |
| Hydro Conduit Management Company, Inc.                                            |   | USA                           | ** ** | **100**                              | ** ** |
| Hydro Conduit of Texas, LP                                                        |   | USA                           | ** ** | **100**                              | ** ** |
| Hydro Investments, Inc.                                                           |   | USA                           | ** ** | **100**                              | ** ** |
| KMC Las Vegas Mining Claims, LLC                                                  |   | USA                           | ** ** | **100**                              | ** ** |
| LV Western Mining Claims, LLC                                                     |   | USA                           | ** ** | **100**                              | ** ** |
| Marana Golf, Inc.                                                                 |   | USA                           | ** ** | **100**                              | ** ** |
| Mili, L.L.C.                                                                      |   | USA                           | ** ** | **100**                              | ** ** |
| Minicon Pty Ltd(a)                                                                |   | Australia                     | ** ** | **100**                              | ** ** |
| Northwest Materials Holding Company                                               |   | USA                           | ** ** | **100**                              | ** ** |
| Oxi Golf, LLC (e)                                                                 |   | USA                           | ** ** | **50**                               | ** ** |
| Oxi, L.L.C.                                                                       |   | USA                           | ** ** | **100**                              | ** ** |
| Pacific Rock Products Trucking, L.L.C.                                            |   | USA                           | ** ** | **100**                              | ** ** |
| Pacific Rock Products, L.L.C.                                                     |   | USA                           | ** ** | **100**                              | ** ** |
| Pipe Liners, Inc.                                                                 |   | USA                           | ** ** | **100**                              | ** ** |
| Quality Ready Mix, Inc.(e)                                                        |   | USA                           | ** ** | **50**                               | ** ** |
| Readymix Cement Pty Ltd(a)                                                        |   | Australia                     | ** ** | **100**                              | ** ** |
| Readymix Emoleum Services Pty Ltd  (formerly CSR Emoleum Services Pty Ltd)        |   | Australia                     | ** ** | **100**                              | ** ** |
| Readymix Holdings Pty Ltd                                                         |   | Australia                     | ** ** | **100**                              | ** ** |
| Readymix Properties Pty Ltd  (formerly Humes Australia Pty Ltd)                   |   | Australia                     | ** ** | **100**                              | ** ** |
| Readymix Roads Group Pty Ltd  (formerly Readymix Australia Pty Ltd)               |   | Australia                     | ** ** | **100**                              | ** ** |
| Rinker Group Share Plan Pty Ltd  (formerly Roads Holdings Pty Ltd)                |   | Australia                     | ** ** | **100**                              | ** ** |
| Rinker Materials (Qingdao) Co Ltd(a)                                              |   | China                         | ** ** | **100**                              | ** ** |
| Rinker Materials (Tianjin) Co Ltd  (formerly CSR (Tianjin) Readymix Co., Ltd)     |   | China                         | ** ** | **100**                              | ** ** |
| Rinker Management Company, Inc.                                                   |   | USA                           | ** ** | **100**                              | ** ** |
| Rinker Materials Caribbean LLC(a)                                                 |   | USA                           | ** ** | **100**                              | ** ** |
| Rinker Materials Corporation                                                      |   | USA                           | ** ** | **100**                              | ** ** |
| Rinker Materials Foreign Sales Corporation(c)                                     |   | US Virgin Is.                 | ** ** | **—**                           | ** ** |
| Rinker Materials Leasing L.L.C.  (formerly Kiewit Materials Leasing L.L.C.)       |   | USA                           | ** ** | **100**                              | ** ** |
| Rinker Materials Nevada, Inc.                                                     |   | USA                           | ** ** | **100**                              | ** ** |
| Rinker Materials of Florida, Inc.                                                 |   | USA                           | ** ** | **100**                              | ** ** |
| Rinker Materials Polypipe, Inc.                                                   |   | USA                           | ** ** | **100**                              | ** ** |
| Rinker Materials South Central, Inc.  (formerly American Limestone Company, Inc.) |   | USA                           | ** ** | **100**                              | ** ** |
| Rinker Materials Steel Framing, Inc.                                              |   | USA                           | ** ** | **100**                              | ** ** |
| Rinker Materials West, LLC                                                        |   | USA                           | ** ** | **100**                              | ** ** |
| Rinker Materials Western, Inc.  (formerly Kiewit Materials Company)               |   | USA                           | ** ** | **100**                              | ** ** |
| Rinker Modular Systems, LLC                                                       |   | USA                           | ** ** | **100**                              | ** ** |
| Rinker St. Lucia Ltd.(a)                                                          |   | St. Lucia                     | ** ** | **100**                              | ** ** |
| RMF Las Vegas Mining Claims, LLC                                                  |   | USA                           | ** ** | **100**                              | ** ** |
| SKCOR, LLC                                                                        |   | USA                           | ** ** | **100**                              | ** ** |
| Solano Concrete Company, Inc.                                                     |   | USA                           | ** ** | **100**                              | ** ** |
| Steel Construction Systems                                                        |   | USA                           | ** ** | **55**                               | ** ** |
| Stonelea, LLC(c)                                                                  |   | USA                           | ** ** | **—**                           | ** ** |
| Tanner Companies (Yuma), Inc.                                                     |   | USA                           | ** ** | **100**                              | ** ** |
| Twin Mountain Rock Company                                                        |   | USA                           | ** ** | **100**                              | ** ** |
| Twin Mountain Rock Venture                                                        |   | USA                           | ** ** | **51**                               | ** ** |
| United Metro Materials Inc.                                                       |   | USA                           | ** ** | **100**                              | ** ** |
| Western Equipment Company                                                         |   | USA                           | ** ** | **100**                              | ** ** |
| Wilson Concrete Company                                                           |   | USA                           | ** ** | **100**                              | ** ** |
| WPB Las Vegas Mining Claims, LLC                                                  |   | USA                           | ** ** | **100**                              | ** ** |

 

----

(a)                                  Controlled entity formed during the year

(b)                                 Controlled entity acquired during the year

(c)                                  Controlled entity liquidated during the year

(d)                                 Beneficially owned by Readymix Holdings PtyLimited

(e)                                  50% owned entity controlled as Rinker Groupexerts management control over entity

 

F-45

----

 

**36****                                 ****Contingent liabilities**

 
|                                                                                              |   | **US$  million** |   |     | **A$ million** |   |
|---------------------------------------------------------------------------------------------------|--------|------------------|--------|----------|----------------|--------|
|                                                                                              |   | **2004**         |   | **2003** |           |   | **2004** |   | **2003** |   |
|                                                                                              |   |             |   |     |           |   |   |   |   |   |
| **Contingent  liabilities, capable of estimation, arise in respect of the following  categories** |   |             |   |     |           |   |   |   |   |   |
| Performance bonds provided to third parties                                                       |   | **94.4**         |   | 122.1    |           |   | **125.0** |   | 203.3 |   |
| Bank guarantees given by Rinker group(a)                                                          |   | **69.5**         |   | 51.2     |           |   | **92.0** |   | 85.2 |   |
| Other                                                                                             |   | **—**       |   | 1.0      |           |   | **—** |   | 1.7 |   |
|                                                                                              |   |             |   |     |           |   |   |   |   |   |
| **Total contingent  liabilities**                                                                 |   | **163.9**        |   | 174.3    |           |   | **217.0** |   | 290.2 |   |

 

----

(a)                                  Mainly provided by the Rinker group in lieuof contract retention payments, deposits for rehabilitation of quarry sites,and for insurance policy deductible amounts with the majority of the terms upto one year.  No specific Rinker groupassets are pledged as security for the bank guarantees. The guarantees would becalled if Rinker group failed to meet contractual obligations relating tocommercial contracts, quarry rehabilitation and insurance policydeductibles.  No liabilities have beenrecognised in respect of these guarantees as the fair value of the guaranteesis immaterial.  No payments have beenmade by the banks under these guarantees in years ended March 31, 2004 or2003.

 

Readymix Holdings Pty Ltd acts as an authorised self-insurer in NewSouth Wales, Victoria, South Australia, Western Australia and the AustralianCapital Territory for workers’ compensation insurance, as does Rinker MaterialsCorporation and certain of its controlled entities in Arizona, California,Nevada, New Mexico, Oregon and Washington. Adequate provision has been made forall known claims and probable future claims that can be reliably measured.

 

F-46

----

 

**37****                                 ****United States generally accepted accounting principles(US GAAP) information**

 

Provided below is a summary and explanation of the differences betweennet profit, shareholders’ equity and major statement of financial positionitems disclosed in these financial statements and that which would be reportedif the financial statements were prepared in accordance with US GAAP. Thissummary and explanation is not intended to be a comprehensive US GAAP report.

 
|                                                                                                                                |   |     |   | **2004**                 |       | **2003** |   | **2002** |   | **2004** |       | **2003**   |   | **2002** |   |
|-------------------------------------------------------------------------------------------------------------------------------------|--------|----------|--------|--------------------------|------------|----------|--------|----------|--------|----------|------------|------------|--------|----------|--------|
|                                                                                                                                |   | **Note** |   | **US$**                  |       | **US$**  |   | **US$**  |   | **A$**   |       | **A$**     |   | **A$**   |   |
|                                                                                                                                |   |     |   | **(millions)**           |       |
|                                                                                                                                |   |     |   |                     |       |
| **Reconciliation of  net profit**                                                                                                   |   |     |   |                     | ** ** |     |   |     |   |     |       | ** ** |   |     |   |   |
| Profit from ordinary activities after  income tax attributable to members of Rinker Group Limited                                   |   |     |   | **295.6**                | ** ** | 215.7    |   | 168.5    |   |     | **426.8**  | ** ** | 381.6  |     | 329.3  |   |
|                                                                                                                                |   |     |   |                     |       |     |   |     |   |     |       |       |   |     |   |   |
| Revaluation of non-current assets                                                                                                   |   | A        |   | **2.4**                  | ** ** | 7.6      |   | 6.9      |   |     | **3.4**    | ** ** | 13.5   |     | 13.4   |   |
| Restructure and rationalisation                                                                                                     |   | B        |   | **2.8**                  | ** ** | —   |   | (1.5     | )      |     | **3.8**    | ** ** | — |     | (3.0   | ) |
| Acquisition accounting                                                                                                              |   | C        |   | **—**               | ** ** | —   |   | (1.9     | )      |     | **—** | ** ** | — |     | (3.7   | ) |
| Employee share plan                                                                                                                 |   | D        |   | **(0.6**                 | **)**      | (0.9     | )      | (0.7     | )      |     | **(0.8**   | **)**      | (1.7   | )        | (1.4   | ) |
| Other                                                                                                                               |   | F        |   | **(0.5**                 | **)**      | (0.5     | )      | (0.1     | )      |     | **(0.8**   | **)**      | (0.9   | )        | (0.2   | ) |
| Amortization of goodwill written back                                                                                               |   | H        |   | **56.5**                 | ** ** | 47.1     |   | 0.3      |   |     | **81.3**   | ** ** | 83.0   |     | 0.5    |   |
| Superannuation (pension) fund                                                                                                       |   | M        |   | **(0.5**                 | **)**      | 2.0      |   | (0.5     | )      |     | **(0.7**   | **)**      | 3.6    |     | (1.0   | ) |
| Post-retirement medical benefits                                                                                                    |   | R        |   | **(5.5**                 | **)**      | —   |   | —   |   |     | **(8.0**   | **)**      | — |     | — |   |
| Derivatives and hedging                                                                                                             |   | N        |   | **3.9**                  | ** ** | (0.7     | )      | (0.2     | )      |     | **5.7**    | ** ** | (1.2   | )        | (0.3   | ) |
| Unrecognised insurance debtors                                                                                                      |   | O        |   | **4.3**                  | ** ** | (3.7     | )      | —   |   |     | **6.2**    | ** ** | (6.2   | )        | — |   |
| Executive option plan                                                                                                               |   | Q        |   | **—**               | ** ** | (3.8     | )      | (2.1     | )      |     | **—** | ** ** | (6.8   | )        | (4.2   | ) |
| Investments accounted for using the equity  method                                                                                  |   | P        |   | **3.0**                  | ** ** | —   |   | —   |   |     | **4.4**    | ** ** | — |     | — |   |
| Retirement of long lived assets                                                                                                     |   | S        |   | **1.8**                  | ** ** | —   |   | —   |   |     | **2.6**    | ** ** | — |     | — |   |
| Deferred income tax assets (acquisition tax  refunds)                                                                               |   | T        |   | **(3.6**                 | **)**      | —   |   | —   |   |     | **(5.2**   | **)**      | — |     | — |   |
| Deferred tax effect of US GAAP adjustments                                                                                          |   |     |   | **(11.6**                | **)**      | (3.6     | )      | (0.6     | )      |     | **(16.8**  | **)**      | (6.4   | )        | (1.0   | ) |
|                                                                                                                                |   |     |   |                     |       |     |   |     |   |     |       |       |   |     |   |   |
|                                                                                                                                |   |     |   | **52.4**                 |       | 43.5     |   | (0.4     | )      |     | **75.1**   | ** ** | 76.9   |     | (0.9   | ) |
| **US GAAP net profit  attributable to members of Rinker Group Limited before cumulative effect of  change in accounting principle** |   |     |   | **348.0**                | ** ** | 259.2    |   | 168.1    |   |     | **501.9**  | ** ** | 458.5  |     | 328.4  |   |
|                                                                                                                                |   |     |   |                     | ** ** |     |   |     |   |     |       | ** ** |   |     |   |   |
| Cumulative effect of change in accounting  principle for SFAS 143, net of tax of US$1.1 million (A$1.9 million)                     |   | S        |   | **(2.1**                 | **)**      | —   |   | —   |   |     | **(3.5**   | **)**      | — |     | — |   |
|                                                                                                                                |   |     |   |                     | ** ** |     |   |     |   |     |       | ** ** |   |     |   |   |
| **US GAAP net profit  attributable to members of Rinker Group Limited**                                                             |   |     |   | **345.9**                | ** ** | 259.2    |   | 168.1    |   |     | **498.4**  | ** ** | 458.5  |     | 328.4  |   |
|                                                                                                                                |   |     |   |                     | ** ** |     |   |     |   |     |       | ** ** |   |     |   |   |
|                                                                                                                                |   |     |   | **(dollars  per share)** |       |
|                                                                                                                                |   |     |   |                     |       |
| **Basic and diluted  earnings per share - before cumulative effect of change in accounting  principle**                             |   | I        |   | **0.37**                 | ** ** | 0.27     |   | 0.18     |   |     | **0.53**   | ** ** | 0.49   |     | 0.35   |   |
|                                                                                                                                |   |     |   |                     | ** ** |     |   |     |   |     |       | ** ** |   |     |   |   |
| **Basic and diluted  earnings per share - cumulative effect of change in accounting principle**                                     |   | I        |   | **—**               | ** ** | —   |   | —   |   |     | **—** | ** ** | — |     | — |   |
|                                                                                                                                |   |     |   |                     | ** ** |     |   |     |   |     |       | ** ** |   |     |   |   |
| **Basic and diluted  earnings per share**                                                                                           |   | I        |   | **0.37**                 | ** ** | 0.27     |   | 0.18     |   |     | **0.53**   | ** ** | 0.49   |     | 0.35   |   |

 

F-47

----

 
|                                                                                   |   | **Note** |       |           |       | **2004  US$**  |       | **2003  US$** |       | **2004  A$** |        | **2003  A$** |     |
|----------------------------------------------------------------------------------------|--------|----------|------------|----------------|------------|----------------|------------|---------------|------------|--------------|-------------|--------------|----------|
|                                                                                   |   |     |       |           |       | **(millions)** |       |
|                                                                                   |   |     |       |           |       |           |       |          |       |         |        |         |     |   |
| **Reconciliation of  equity**                                                          |   |     |       |           |       |           |       |          |       |         |        |         |     |   |
| Equity attributable to members of Rinker  Group Limited                                |   |     |       |           |       | **2,275.7**    | ** ** | 1,874.0       |       |         | **3,013.3** | ** **   | 3,120.3  |   |
|                                                                                   |   |     |       |           |       |           | ** ** |          |       |         |        | ** **   |     |   |
| Net effect of US GAAP adjustments on items  within the statement of financial position |   |     |       |           |       |           | ** ** |          |       |         |        | ** **   |     |   |
| **Current assets**                                                                     |   |     |       |           |       |           | ** ** |          |       |         |        | ** **   |     |   |
| •  receivables (reclassify loans and receivables to associate entities)           |   | L        |       |           |       | **(11.3**      | **)**      | (9.0          | )          |         | **(15.0**   | **)**        | (15.0    | ) |
| •  receivables (insurance)                                                        |   | O        |       |           |       | **—**     | ** ** | (3.7          | )          |         | **—**  | ** **   | (6.2     | ) |
| •  deferred income tax assets (reclassification from non-current)                 |   | E        |       |           |       | **32.3**       | ** ** | 33.6          |       |         | **42.8**    | ** **   | 55.9     |   |
| •  deferred income tax assets (derivative instruments and hedging)                |   | N        |       |           |       | **1.7**        | ** ** | 1.0           |       |         | **2.5**     | ** **   | 1.7      |   |
| **Non-current assets**                                                                 |   |     |       |           |       |           | ** ** |          |       |         |        | ** **   |     |   |
| •  property, plant and equipment (revaluation and impairment)                     |   | A        |       |           |       | **(68.4**      | **)**      | (63.3         | )          |         | **(90.3**   | **)**        | (105.4   | ) |
| •  property, plant and equipment (other)                                          |   | F        |       |           |       | **1.0**        | ** ** | 1.0           |       |         | **1.3**     | ** **   | 1.6      |   |
| •  property, plant, & equipment (retirement of long-lived assets)             |   | S        |       |           |       | **9.8**        | ** ** | —        |       |         | **13.0**    | ** **   | —   |   |
| •  intangibles (acquisition accounting goodwill)                                  |   | C        |       |           |       | **54.9**       | ** ** | 54.6          |       |         | **73.6**    | ** **   | 90.9     |   |
| •  intangibles (reverse capitalisation of tradenames)                             |   | F        |       |           |       | **(3.2**       | **)**      | (2.3          | )          |         | **(4.3**    | **)**        | (3.9     | ) |
| •  intangibles (reverse SFAS 142 goodwill amortisation)                           |   | H        |       |           |       | **111.6**      | ** ** | 50.1          |       |         | **147.8**   | ** **   | 83.4     |   |
| •  intangibles (superannuation (pension) fund)                                    |   | M        |       |           |       | **1.4**        | ** ** | 1.6           |       |         | **1.9**     | ** **   | 2.7      |   |
| •  intangibles (acquisition tax refunds)                                          |   | T        |       |           |       | **(3.6**       | **)**      | —        |       |         | **(5.2**    | **)**        | —   |   |
| •  receivables (reclassify loans to associate entities)                           |   | L        |       |           |       | **(84.6**      | **)**      | (25.0         | )          |         | **(112.1**  | **)**        | (41.7    | ) |
| •  deferred income tax assets (reclassification to current)                       |   | E        |       |           |       | **(32.3**      | **)**      | (40.3         | )          |         | **(42.8**   | **)**        | (67.1    | ) |
| •  deferred income tax assets (minimum pension liability)                         |   | M        |       |           |       | **6.6**        | ** ** | —        |       |         | **8.8**     | ** **   | —   |   |
| •  investments accounted for using the equity method (reclassify loans)           |   | L        |       |           |       | **96.0**       | ** ** | 34.1          |       |         | **127.1**   | ** **   | 56.7     |   |
| •  investments accounted for using the equity method (fair value adjustment)      |   | P        |       |           |       | **(63.1**      | **)**      | (52.9         | )          |         | **(83.6**   | **)**        | (88.0    | ) |
| •  investments accounted for using the equity method (SAB 51 gain)                |   | P        |       |           |       | **32.4**       | ** ** | —        |       |         | **43.0**    | ** **   | —   |   |
| •  receivables (employee share loans)                                             |   | D        |       |           |       | **(1.6**       | **)**      | (2.2          | )          |         | **(2.1**    | **)**        | (3.6     | ) |
| •  other                                                                          |   | F        |       |           |       | **(3.7**       | **)**      | (2.9          | )          |         | **(4.9**    | **)**        | (4.9     | ) |
| **Current liabilities**                                                                |   |     |       |           |       |           | ** ** |          |       |         |        | ** **   |     |   |
| •  deferred income tax liabilities (reclassification from non-current)            |   | E        |       |           |       | **(27.3**      | **)**      | (23.1         | )          |         | **(36.2**   | **)**        | (38.4    | ) |
| •  provisions (restructure and rationalisation)                                   |   | B        |       |           |       | **2.8**        | ** ** | —        |       |         | **3.8**     | ** **   | —   |   |
| •  other financial liabilities (derivative instruments and hedging)               |   | N        |       |           |       | **—**     | ** ** | (2.7          | )          |         | **—**  | ** **   | (4.5     | ) |
| **Non-current  liabilities**                                                           |   |     |       |           |       |           | ** ** |          |       |         |        | ** **   |     |   |
| •  other (superannuation (pension) fund)                                          |   | M        |       |           |       | **(4.9**       | **)**      | (4.4          | )          |         | **(6.3**    | **)**        | (7.4     | ) |
| •  other (minimum pension liability)                                              |   | M        |       |           |       | **(20.5**      | **)**      | (18.6         | )          |         | **(27.1**   | **)**        | (31.0    | ) |
| •  deferred income tax liabilities (acquisition accounting)                       |   | C        |       |           |       | **(63.2**      | **)**      | (60.1         | )          |         | **(83.6**   | **)**        | (100.1   | ) |
| •  deferred income tax liabilities (reclassification to current)                  |   | E        |       |           |       | **27.3**       | ** ** | 32.7          |       |         | **36.2**    | ** **   | 54.5     |   |
| •  deferred income tax liabilities (US GAAP adjustments)                          |   |     |       |           |       | **(9.0**       | **)**      | 10.5          |       |         | **(12.0**   | **)**        | 17.4     |   |
| •  provisions (post-retirement medical benefits)                                  |   | R        |       |           |       | **(5.5**       | **)**      | —        |       |         | **(8.0**    | **)**        | —   |   |
| •  provisions (retirement of long-lived assets)                                   |   | S        |       |           |       | **(11.3**      | **)**      | —        |       |         | **(14.9**   | **)**        | —   |   |
| •  other financial liabilities (derivative instruments and hedging)               |   | N        |       |           |       | **(9.7**       | **)**      | (8.2          | )          |         | **(12.8**   | **)**        | (13.7    | ) |
|                                                                                   |   |     |       |           |       |           |       |          |       |         |        |         |     |   |
|                                                                                   |   |     |       |           |       | **(45.4**      | **)**      | (99.5         | )          |         | **(59.4**   | **)**        | (166.1   | ) |
|                                                                                   |   |     |       |           |       |           |       |          |       |         |        |         |     |   |
| **US GAAP equity  attributable to members of Rinker Group Limited**                    |   |     |       |           |       | **2,230.3**    | ** ** | 1,774.5       |       |         | **2,953.9** | ** **   | 2,954.2  |   |
|                                                                                   |   |     |       |           |       |           |       |          |       |         |        |         |     |   |   |   |
| **Statement of  comprehensive income**                                                 |   |     |       |           |       |           |       |          |       |         |        |         |     |   |   |   |
|                                                                                   |   |     |       | **2004**       |       | **2003**       | ** ** | **2002**      | ** ** | **2004**     | ** **  |         | **2003** | ** ** | **2002** | ** ** |
|                                                                                   |   |     | ** ** | **US$**        | ** ** | **US$**        | ** ** | **US$**       | ** ** | **A$**       | ** **  |         | **A$**   | ** ** | **A$** | ** ** |
|                                                                                   |   |     |       | **(millions)** |       |
|                                                                                   |   |     |       |           |       |
| US GAAP net profit attributable to members  of Rinker Group Limited                    |   |     |       | **345.9**      |       | 259.2          |       | 168.1         |       |         | **498.4**   |         | 458.5    |   | 328.4 |   |
| Other comprehensive income (loss)                                                      |   |     |       |           |       |           |       |          |       |         |        |         |     |   |   |   |
| •  foreign currency translation                                                   |   |     |       | **166.3**      | ** ** | 46.5           |       | 15.9          |       |         | **(413.0**  | **)**        | (235.4   | ) | (120.9 | ) |
| •  minimum pension liability                                                      |   | M        |       | **(2.0**       | **)**      | (11.7          | )          | (3.8          | )          |         | **(3.0**    | **)**        | (20.9    | ) | (7.4 | ) |
| •  derivative instruments and hedging                                             |   | N        |       | **(2.2**       | **)**      | (6.2           | )          | (0.9          | )          |         | **(3.1**    | **)**        | (11.0    | ) | (1.8 | ) |
|                                                                                   |   |     |       | **162.1**      |       | 28.6           |       | 11.2          |       |         | **(419.1**  | **)**        | (267.3   | ) | (130.1 | ) |
| •  income tax benefit related to items of other comprehensive income (loss)       |   |     |       | **7.4**        | ** ** | 2.4            |       | 0.4           |       |         | **10.0**    |         | 4.3      |   | 0.7 |   |
|                                                                                   |   |     |       |           |       |           |       |          |       |         |        |         |     |   |   |   |
| Total other comprehensive income (loss)                                                |   |     |       | **169.5**      | ** ** | 31.0           |       | 11.6          |       |         | **(409.1**  | **)**        | (263.0   | ) | (129.4 | ) |
|                                                                                   |   |     |       |           |       |           |       |          |       |         |        |         |     |   |   |   |
| **Comprehensive  income**                                                              |   |     |       | **515.4**      | ** ** | 290.2          |       | 179.7         |       |         | **89.3**    |         | 195.5    |   | 199.0 |   |
|                                                                                   |   |     |       |           | ** ** |           |       |          |       |         |        |         |     |   |   |   |
| **Accumulated other  comprehensive income (loss)**                                     |   |     |       |           | ** ** |           |       |          |       |         |        |         |     |   |   |   |
| Balance at the end of the financial year                                               |   |     |       | **394.8**      | ** ** | 225.3          |       | 194.3         |       |         | **(323.7**  | **)**        | 85.4     |   | 348.4 |   |

 

F-48

----

 
| **Equity rollforward**                                      |   | **US$**       |       | **A$** |        |
|-------------------------------------------------------------|--------|---------------|------------|--------|-------------|
|                                                        |   | **(million)** |       |
| **Balance as at April 1, 2002**                        |   | 1,265.5       |       |   | 2,394.6     |   |
| Net profit attributable to members of Rinker Group  Limited |   | 259.2         |       |   | 458.5       |   |
| Other comprehensive income (loss)                           |   | 31.0          |       |   | (263.0      | ) |
| Increase in share capital(a)                                |   | 227.2         |       |   | 378.3       |   |
| Movement in shareholders’ loans                        |   | 1.2           |       |   | 1.9         |   |
| Dividends declared                                          |   | (9.6          | )          |   | (16.1       | ) |
|                                                        |   |          |       |   |        |   |
| **Balance as at March 31, 2003**                       |   | 1,774.5       |       |   | 2,954.2     | ** ** |
|                                                        |   |          | ** ** |   |        | ** ** |
| **Balance as at April 1, 2003**                        |   | **1,774.5**   | ** ** |   | **2,954.2** | ** ** |
| Net profit attributable to members of Rinker Group  Limited |   | **345.9**     | ** ** |   | **498.4**   | ** ** |
| Other comprehensive income (loss)                           |   | **169.5**     | ** ** |   | **(409.1**  | **)** |
| Increase in share capital(a)                                |   | **23.9**      | ** ** |   | **31.7**    | ** ** |
| Movement in shareholders’ loans                        |   | **0.6**       | ** ** |   | **1.5**     | ** ** |
| Dividends declared                                          |   | **(84.1**     | **)**      |   | **(122.8**  | **)** |
|                                                        |   |          |       |   |        |   |
| **Balance as at March 31, 2004**                       |   | **2,230.3**   | ** ** |   | **2,953.9** | ** ** |

 

----

(a)                                  Reconciliation of Australian GAAP movement ofissued and paid-up capital to US GAAP movement in share capital

 
|                                                                                                                |   | **2004**      |   | **2003** |   | **2004** |       | **2003** |   |
|---------------------------------------------------------------------------------------------------------------------|--------|---------------|--------|----------|--------|----------|------------|----------|--------|
|                                                                                                                |   | **US$**       |   | **US$**  |   | **A$**   |       | **A$**   |   |
|                                                                                                                |   | **(million)** |   |
| Australian GAAP movement                                                                                            |   | **0.6**       |   | 275.0    |   |     | **0.8**    |     | 457.8  |   |
| US GAAP adjustments                                                                                                 |   |          |   |     |   |     |       |     |   |   |
| Executive option plan- See note Q                                                                                   |   | **—**    |   | 4.1      |   |     | **—** |     | 6.8    |   |
| Employee shares and share loans - See note  D                                                                       |   | **0.6**       |   | 1.0      |   |     | **0.8**    |     | 1.7    |   |
|                                                                                                                |   |          |   |     |   |     |       |     |   |   |
| Investments accounted for using the equity  method (fair value adjustment) - See note P                             |   | **—**    |   | (52.9    | )      |     | **—** |     | (88.0  | ) |
|                                                                                                                |   |          |   |     |   |     |       |     |   |   |
| Investments accounted for using the equity  method (SAB 51 gain adjustment, related to CA, net of tax) - See note P |   | **22.7**      |   | —   |   |     | **30.1**   |     | — |   |
|                                                                                                                |   |          |   |     |   |     |       |     |   |   |
| US GAAP movement                                                                                                    |   | **23.9**      |   | 227.2    |   |     | **31.7**   |     | 378.3  |   |

 

**Explanatory notes**

 

The differences between US GAAP and Australian GAAP are set out below.

 

**A.****                                    Revaluationof non-current assets.**  Prior toadoption of Australian Accounting Standard AASB No. 1041 “Revaluation ofNon-Current Assets” (“AASB 1041”) by the Rinker group from April 1, 2001,Australian GAAP allowed non-current assets to be revalued upwards via an assetrevaluation reserve. Such revaluations of assets were not allowed under US GAAPand so were reversed.

 

The depreciation charge on the revaluation increment of revalued assetswas also reversed. Since adoption of AASB 1041 on April 1, 2001, theRinker group has elected to apply the cost basis of recording property, plantand equipment, discontinue our practice of revaluing property, plant andequipment upwards and deemed all our revalued property, plant and equipmentcarrying amounts as at March 31, 2001 to be their cost going forward. Thismeans that writedowns of assets may no longer be made through the asset revaluationreserve. Assets which had previously been revalued upwards will still require aUS GAAP adjustment for depreciation and profit or loss on disposal.

 

Under Australian GAAP, the recoverable amount of non-current assets isassessed each reporting period. An impairment loss is recorded when the futurediscounted net cash flows expected to be generated by the asset are less thanthe carrying amount of the asset. Under US GAAP, property, plant and equipment,and intangible assets with finite lives are tested for impairment when an eventor change in circumstances indicates that the carrying amount may not berecoverable. Recoverability of such assets is measured by a comparison of thecarrying amount of the asset (as adjusted from Australian GAAP to US GAAP) tofuture undiscounted net cash flows expected to be generated from the assets’use.

 

F-49

----

 

When the cash flow analysis indicates an asset is impaired, theimpairment loss to be recognised is measured by the amount by which thecarrying amount of the asset exceeds the fair value of the asset. Fair value isdetermined by quoted market prices, discounted cash flows or other valuationtechniques. There have been no differences in accounting for impairments of long-livedassets under Australian and US GAAP.

 

**B.****            Restructure andrationalisation.**  Under AustralianGAAP, certain provisions were made for costs relating to the restructuring ofmanufacturing processes, plant closure and reorganisation. At the time they wereraised, these provisions did not meet US GAAP recognition requirements and sowere reversed. The restructuring and rationalisation costs are expensed underUS GAAP when the relevant requirements are met.

 

**C.****            Acquisitionaccounting.**  US GAAP requires thatdeferred income taxes be raised to reflect the difference between the tax basisof assets acquired and liabilities assumed, and their fair values determined inbusiness combinations accounted for as a purchase. The creation of thisdeferred income tax liability gave rise to additional goodwill on acquisitionwhich had been amortised over the estimated period of future benefits (notexceeding 20 years) prior to adoption of Statement of Financial AccountingStandards (“SFAS”) No. 142 “Goodwill and Other Intangible Assets” (“SFAS 142”)by the Rinker group on April 1, 2002. Since adoption of SFAS 142, thebalance of this goodwill is not amortised but is tested for impairment on anannual basis or when a trigger event occurs, and the deferred tax liability remainson the statement of financial position and is no longer unwound. No suchdeferred income tax liability is required for Australian GAAP.

 

**D.****            Employee shares andshare loans.**  Prior to the demergerof the Rinker group from CSR Limited in March 2003, Rinker Group employeesreceived shares in CSR Limited under the CSR group’s Universal Share/OptionPlan. Under US GAAP, interest free non-recourse loans granted to Rinker groupemployees in respect of employee shares issued under the CSR group employeeshare plan are treated as stock options and are classified as a reduction inshareholders’ equity. Under Australian GAAP, these amounts are disclosed asnon-current receivables.

 

The dividends applied against the CSR group employee share plan loansrepaid by Rinker group employees have been recognised as compensation expensefor US GAAP. No compensation expense is recognised for Australian GAAP.

 

Commencing in 2001, the CSR group employee share plan added a choice ofone free share for each share paid for in cash up to a maximum of 100 shares.For US GAAP the fair value of the free shares issued to Rinker group employeesis recognised as compensation expense. No compensation expense is recognisedfor Australian GAAP.

 

**E.****              Deferred income taxbalances.**  Under Australian GAAP,all deferred tax balances are classified as non-current. Under US GAAP,deferred tax assets and liabilities are classified as current or non-currentbased on the classification of assets and liabilities to which timingdifferences relate, or anticipated timing of reversal if they are notassociated with any balance sheet items.

 

Under Australian GAAP, deferred tax assets arising from timingdifferences are not carried forward as assets unless realisation is assuredbeyond reasonable doubt. Deferred tax assets arising from tax losses are notcarried forward as assets unless the losses can be regarded as being virtuallycertain of realisation. Under US GAAP, deferred tax assets arising from timingdifferences and tax losses are carried forward as assets and then reduced by avaluation allowance if, in the opinion of management, it is more likely thannot that some or all of the deferred tax assets will not be realised. This doesnot result in any difference to the net deferred income tax assets recognisedby the Rinker group as disclosed in note 8.

 

**F.****              Other.**  Includes immaterial adjustments to accountfor reversing capitalisation of tradenames; the foreign exchange effect of USGAAP adjustments; reversal of start up costs, and research and developmentcosts capitalised.

 

F-50

----

 

**G.****            Recently issued UnitedStates accounting standards.**

 

**United States accounting standards recentlyadopted by Rinker Group Limited**

 

In August 2001, the Financial Accounting Standards Board (“FASB”)issued SFAS No. 143, “Accounting for Asset Retirement Obligations” (“SFAS 143”)which is effective for financial statements issued for fiscal years beginningafter June 15, 2002 (fiscal year 2004 for the Rinker group). The pronouncementaddresses the recognition and re-measurement of obligations associated with theretirement of a tangible long-lived asset. Under Australian GAAP, on April 1, 2003, the Rinker group hadpreviously recorded provisions for asset retirement obligations of US$15.2million or A$25.2 million.  On initialadoption of SFAS 143, Rinker was required to recognize a cumulative expenseadjustment representing the SFAS 143 expense relating to prior periods.  Under US GAAP, on April 1, 2003, theRinker group would have recorded a loss of US$3.2 million or A$5.4 million asthe cumulative effect before tax of a change in accounting principle, a netincrease of US$10.6 million or A$17.5 million to property, plant and equipmentand an increase in the provision for quarry rehabilitation cost of US$13.7million or A$22.9 million to reflect the effect of this change in the method ofaccounting for asset retirement obligations in accordance with SFAS 143.Rinker’s total cumulative expense, including expenses previously recognized underAustralian GAAP was US$18.4 million or A$30.6 million.

 

In April 2003, the FASB issued SFAS No. 149, “Amendment of SFASNo. 133 on Derivative Instruments and Hedging Activities” (“SFAS 149”). Thepronouncement amends and clarifies accounting for derivative instruments,including certain derivative instruments embedded in other contracts, and forhedging activities under SFAS No. 133, “Accounting for Derivative Instrumentsand Hedging Activities” (“SFAS 133”). SFAS 149 is effective for contracts enteredinto or modified after June 30, 2003, with certain exceptions, and forhedging relationships designated after June 30, 2003.  The adoption of SFAS 149 had no impact onthe Rinker group financial position or results of operations.

 

In May 2003, the FASB issued SFAS No. 150, “Accounting for CertainFinancial Instruments with Characteristics of both Liabilities and Equity”(“SFAS 150”).  The pronouncementmodifies the accounting for certain financial instruments that, under previousguidance, issuers could account for as equity. SFAS 150 requires that thoseinstruments be classified as liabilities in statements of financial position.SFAS 150 is effective for financial instruments entered into or modified afterMay 31, 2003 and is otherwise effective at the beginning of the first interimperiod beginning after June 15, 2003. The adoption of SFAS 150 did not impact the Rinker group financialposition or results of operations.

 

In December 2003, the FASB revised SFAS No. 132, “Employers’Disclosures about Pensions and Other Postretirement Benefits - an Amendment ofFASB Statements No. 87, 88 and 106” (“SFAS 132R”).  SFAS 132R retains most of the disclosure requirements of SFAS 132and requires additional disclosure about assets, obligations, cash flows andnet periodic benefit cost of defined benefit pension plans and other definedpostretirement plans.  SFAS 132R isprimarily effective for fiscal years ending after December 15, 2003;however, certain disclosures about foreign plan and estimated future benefit paymentsare effective for fiscal years ending after June 15, 2004.  Refer to Note 37M for the SFAS 132Rdisclosures.

 

**United States accounting standards to beadopted by Rinker Group Limited**

 

In January 2003, the FASB issued FASB Interpretation (“FIN”) No. 46,“Consolidation of Variable Interest Entities - an interpretation of ARB No. 51”(“FIN 46”).  The interpretationaddresses consolidation by business enterprises of Variable Interest Entities(“VIEs”) that either: (1) do not have sufficient equity investment at risk topermit the entity to finance its activities without additional subordinatedfinancial support, or (2) the equity investors lack an essential characteristicof a controlling financial interest. FIN 46 requires disclosure of VIEs infinancial statements issued after January 31, 2003, if it is reasonablypossible that as of the transition date: (1) the enterprise will be the primarybeneficiary of an existing VIE that will require consolidation or, (2) theenterprise will hold a significant variable interest in, or have significantinvolvement with, an existing VIE. In December 2003, the FASB furtherrevised FIN 46 through FIN 46R, “Consolidation of Variable Interest Entities”(“FIN 46R”).  FIN 46R changes theeffective date for certain entities and makes other significant changes to FIN46 based on implementation issues that arose during 2003.  The Rinker Group is required to adopt FIN46R on April 1, 2004.  The Rinkergroup is currently reviewing its major commercial relationships and its overalleconomic interest with other companies, including those in which it has anequity position, to determine the extent of its variable economic interest inthese parties, and has not yet identified any material entities that would bejudged to be VIEs of the Rinker group.

 

In January 2004, the FASB issued FASB Staff Position No. 106-1,“Accounting and Disclosure Requirements Related to the Medicare PrescriptionDrug, Improvement and Modernization Act of 2003” (“FSP 106-1”).  FSP 106-1 allows the sponsor of apostretirement health care plan that provides a prescription drug benefit tomake a one-time election to defer accounting for the effects of the MedicarePrescription Drug, Improvement and Modernization Act of 2003 (the “Act”).  The Act, which was signed into law inDecember 2003, introduces a prescription drug benefit under Medicare aswell as a federal subsidy to sponsors of retiree health care benefit plans thatprovide a benefit that is at least actuarially equivalent to Medicare.  The guidance in this FSP is effective forfinancial statements of fiscal years ending after December 7, 2003.  In accordance with FSP 106-1, the Rinkergroup has elected to defer accounting for the effects of the Act.

 

F-51

----

 

**H.****            Amortisation ofgoodwill written back.**  Goodwill issubject to amortisation under Australian GAAP as described in Significantaccounting policies. Under US GAAP, goodwill acquired in business combinationsis not amortised in accordance with SFAS 142. Rather, goodwill is reviewed forimpairment on an annual basis and on an interim basis when impairment factorsindicate. Goodwill acquired on or prior to June 30, 2001 was amortisedunder US GAAP until the Rinker group adopted SFAS 142 on April 1, 2002.This adjustment reverses the amortisation of goodwill.

 

Goodwill and intangible assets with finite lives as of March 31,2004 and 2003 are summarised in the following table which is prepared on a USGAAP basis. There are no intangible assets with indefinite lives.

 
|                         |   | **Gross  carrying  amount** |       | **Accumulated  amortisation** |   |
|------------------------------|--------|-----------------------------|------------|-------------------------------|--------|
|                         |   | **2004**                    |       | **2003**                      |   | **2004** |   | **2003** |   |
|                         |   | **US$  million**            |       |
|                         |   |                        |       |                          |   |   |   |   |   |
| **Goodwill**                 |   | **1,193.6**                 | ** ** | 1,188.5                       |   | **(206.3** | **)** | (210.4 | ) |
|                         |   |                        | ** ** |                          |   |   | ** ** |   |   |
| **Other intangible  assets** |   |                        | ** ** |                          |   |   | ** ** |   |   |
| Trademarks and tradenames    |   | **9.4**                     | ** ** | 9.8                           |   | **(2.3** | **)** | (2.0 | ) |
| Patents, copyrights          |   | **0.4**                     | ** ** | 0.4                           |   | **(0.3** | **)** | (0.2 | ) |
| Other                        |   | **28.5**                    | ** ** | 29.1                          |   | **(20.8** | **)** | (16.5 | ) |
|                         |   |                        |       |                          |   |   |   |   |   |
| Total                        |   | **38.3**                    | ** ** | 39.3                          |   | **(23.4** | **)** | (18.7 | ) |

 
|                         |   | **Gross  carrying  amount** | ** ** | **Accumulated  amortisation** | ** ** |
|------------------------------|--------|-----------------------------|------------|-------------------------------|------------|
|                         |   | **2004**                    |       | **2003**                      | ** ** | **2004** | ** ** | **2003** | ** ** |
|                         |   | **A$ million**              | ** ** |
| **Goodwill**                 |   | **1,580.4**                 | ** ** | 1,978.9                       |       | **(273.1** | **)** | (350.4 | ) |
|                         |   |                        | ** ** |                          |       |   | ** ** |   |   |
| **Other intangible  assets** |   |                        | ** ** |                          |       |   | ** ** |   |   |
| Trademarks and tradenames    |   | **12.4**                    | ** ** | 16.3                          |       | **(3.0** | **)** | (3.4 | ) |
| Patents, copyrights          |   | **0.5**                     | ** ** | 0.7                           |       | **(0.4** | **)** | (0.4 | ) |
| Other                        |   | **37.7**                    | ** ** | 48.5                          |       | **(27.5** | **)** | (27.5 | ) |
|                         |   |                        |       |                          |       |   |   |   |   |
| Total                        |   | **50.6**                    | ** ** | 65.5                          |       | **(30.9** | **)** | (31.3 | ) |

 

As required by SFAS 142, the results for fiscal year 2002 has not beenrestated. A reconciliation of previously reported US GAAP net profit andearnings per share (“EPS”) to the amounts adjusted for the exclusion of goodwillamortisation net of the related income tax effect is presented below:

 
|                                    |   | **2002**         |   |
|-----------------------------------------|--------|------------------|--------|
|                                    |   | **US$  million** |   |   | **A$ million** |   |
| Reported US GAAP net profit             |   | 168.1            |   |   | 328.4 |   |
| Add: Goodwill amortisation (net of tax) |   | 38.9             |   |   | 73.6 |   |
| Adjusted US GAAP net profit             |   | 207.0            |   |   | 402.0 |   |

 
|                                    |   | **US$** | ** ** |   | **A$** | ** ** |
|-----------------------------------------|--------|---------|------------|--------|--------|------------|
| Reported basic and diluted EPS          |   | 0.18    |       |   | 0.35   |       |
| Add: Goodwill amortisation (net of tax) |   | 0.04    |       |   | 0.08   |       |
| Adjusted basic and diluted EPS          |   | 0.22    |       |   | 0.43   |       |

 

F-52

----

 

**I.****                 Earnings pershare.**  Prior to the March 28,2003 demerger, all of the 1,690 outstanding ordinary shares in Rinker GroupLimited were held by CSR Limited. Consequent of the demerger, shareholders inCSR Limited have become shareholders in Rinker Group Limited on a pro-ratabasis, and on April 11, 2003, Rinker Group Limited issued 944,668,106ordinary shares to CSR Limited shareholders.

 

Basic earnings per share for the year ended March 31, 2003 andprior years was computed by dividing the net profit attributable to members ofRinker Group Limited for the year by the ordinary shares outstanding after thedemerger and subsequent issuance of shares to CSR Limited shareholders asdiscussed above (944,669,796 shares). The computation of diluted earnings pershare is similar to basic earnings per share, except that it assumes thepotentially dilutive securities were converted to ordinary shares as of thebeginning of the year. As applied to Rinker Group Limited, diluted earnings pershare is equivalent to basic earnings per share as there are no potentiallydilutive securities for all years presented. For the year ended March 31, 2004, basic earnings per share wascalculated by dividing the net profit attributable to members of Rinker Group Limitedfor the year by the weighted average number of ordinary shares outstanding.

 

On April 1, 2002, the Rinker group adopted revised AustralianAccounting Standard AASB No. 1027, “Earnings per Share” (“AASB 1027”) which isconsistent with SFAS No. 128, “Earnings per Share” under US GAAP. Prior to adoptionof revised AASB 1027, there were differences in the methodology used tocalculate diluted earnings per share under Australian GAAP and US GAAP.However, such differences did not have an effect as applied to Rinker GroupLimited as there are no potentially dilutive securities as indicated above.

 
|                              |   | **2004**        |   | **2003**    |   | **2002**    |   |
|-----------------------------------|--------|-----------------|--------|-------------|--------|-------------|--------|
| Weighted Average Number of Shares |   | **944,860,494** |   | 944,669,796 |   | 944,669,796 |   |

 

**J.****              Employeeentitlements.**  Employee entitlementprovisions include a liability for long service leave. The assumptions used tocalculate this liability are consistent with those used under SFAS No. 87“Employers’ Accounting for Pensions” for US GAAP.

 

**K.****            Consolidated statementof financial performance - classification differences.**  Under Australian GAAP, the proceeds on saleof property, plant and equipment and other assets are reported as other revenuefrom ordinary activities and the book value of assets sold is reported as otherexpense from ordinary activities. Under US GAAP, only the net gain/(loss) onsale of property, plant and equipment and other assets is reported in operatingprofit.

 

Under Australian GAAP, the share of net profit of associates accountedfor using the equity method is reported as a component of operatingprofit.  Under US GAAP, the share of netprofit of associates accounted for using the equity method is generallyreported following net (profit)/loss attributable to outside equity interests.

 

Under Australian GAAP, restructuring, rationalisation and impairmentcharges are recorded as other expenses from ordinary activities below operatingprofit.  Under US GAAP, such charges arerecorded as a component of operating profit.

 

**L.****             Consolidatedstatement of financial position - classification differences.**  Under Australian GAAP, advances and loansmade to associated entities are classified as receivables. Under US GAAP, suchadvances and loans made to associated entities are classified in the“investments accounted for using the equity method” account.

 

**M.****          Superannuation (pension)fund.**  In accounting for definedbenefit superannuation funds, Australian GAAP requires the recognition of anexpense to the Rinker group only when contributions are paid or payable to thesuperannuation funds. Under US GAAP, the amount charged to the statement of financialperformance in each accounting period is the net retirement benefit expense(net periodic pension income) which comprises actual service cost of the planto the Rinker group and the interest cost of the projected benefit obligationsof the fund, less the actual return achieved by the assets invested in the planand net amortisation and deferral of costs. The measurement dates for each of the group’s defined benefit funds areas follows: January 1 for the Rinker Materials Corporation Pension Plan,Rinker Materials Corporation Retirement Income Plan, and the United Metro/SanXavier Collectively Bargained Pension Plan; March 31 for the HarwoodSuperannuation Fund

 

Under US GAAP if an additional minimum pension liability is recognised,an equal amount shall be recognised as an intangible asset, provided that theasset recognised shall not exceed the amount of unrecognised prior servicecost. If an additional minimum pension liability required to be recognisedexceeds unrecognised prior service cost, the excess (which represents a netloss not yet recognised as net periodic pension cost) shall be reported as aseparate component of equity. No such adjustment is required for AustralianGAAP. The net impact on fiscal year 2004 and 2003 was a reduction in US GAAPequity of US$12.4 million (A$16.4 million) and US$17.0 million (A$28.3million), respectively.

 
|                                                                           |   | **2004** |       | **2003** |   | **2002** |   |
|--------------------------------------------------------------------------------|--------|----------|------------|----------|--------|----------|--------|
| **Weighted average  assumptions used to determine benefit obligations:**       |   |     | ** ** |     |   |     |   |
|                                                                           |   |     | ** ** |     |   |     |   |
| Discount rate                                                                  |   | **6.3**  | **%**      | 6.8      | %      |     |   |
| Compensation increase                                                          |   | **4.3**  | **%**      | 4.3      | %      |     |   |
|                                                                           |   |     | ** ** |     |   |     |   |
| **Weighted average  assumptions used to determine net periodic benefit cost:** |   |     | ** ** |     |   |     |   |
|                                                                           |   |     | ** ** |     |   |     |   |
| Discount rate                                                                  |   | **6.1**  | **%**      | 6.6      | %      | 7.3      | %      |
| Compensation increase                                                          |   | **3.9**  | **%**      | 4.3      | %      | 4.3      | %      |
| Expected return on plan assets                                                 |   | **7.7**  | **%**      | 8.5      | %      | 9.0      | %      |

 

F-53

----

 
|                                                              |   | **2004**      |       | **2003** |   | **2002** |   | **2004** |       | **2003**   |   | **2002** |   |
|-------------------------------------------------------------------|--------|---------------|------------|----------|--------|----------|--------|----------|------------|------------|--------|----------|--------|
|                                                              |   | **US$**       |       | **US$**  |   | **US$**  |   | **A$**   |       | **A$**     |   | **A$**   |   |
|                                                              |   | **(million)** |       |
|                                                              |   |          | ** ** |     |   |     |   |     |       | ** ** |   |     |   |   |
| **Change in benefit  obligation**                                 |   |          | ** ** |     |   |     |   |     |       | ** ** |   |     |   |   |
| Benefit obligation at the beginning of the  financial year        |   | **60.4**      | ** ** | 39.0     |   |     |   |     | **92.1**   | ** ** | 65.0   |     |   |   |
| Service cost (excluding expenses)                                 |   | **3.2**       | ** ** | 2.5      |   |     |   |     | **4.3**    | ** ** | 4.2    |     |   |   |
| Interest cost                                                     |   | **3.7**       | ** ** | 3.1      |   |     |   |     | **4.9**    | ** ** | 5.2    |     |   |   |
| Amendments                                                        |   | **—**    | ** ** | 0.4      |   |     |   |     | **—** | ** ** | 0.6    |     |   |   |
| Actuarial loss                                                    |   | **2.8**       | ** ** | 5.0      |   |     |   |     | **3.7**    | ** ** | 8.3    |     |   |   |
| Benefits paid                                                     |   | **(2.2**      | **)**      | (2.5     | )      |     |   |     | **(2.9**   | **)**      | (4.1   | )        |   |   |
| Initial obligation transferred                                    |   | **—**    | ** ** | 4.1      |   |     |   |     | **—** | ** ** | 6.8    |     |   |   |
| Acquisition                                                       |   | **—**    | ** ** | 8.3      |   |     |   |     | **—** | ** ** | 13.9   |     |   |   |
| Foreign exchange adjustment                                       |   | **0.5**       | ** ** | 0.5      |   |     |   |     | **(17.5**  | **)**      | (7.8   | )        |   |   |
|                                                              |   |          |       |     |   |     |   |     |       |       |   |     |   |   |
| **Benefit obligation  at the end of the financial year**          |   | **68.4**      | ** ** | 60.4     |   |     |   |     | **84.6**   | ** ** | 92.1   |     |   |   |
|                                                              |   |          | ** ** |     |   |     |   |     |       | ** ** |   |     |   |   |
| **Change in plan  assets**                                        |   |          | ** ** |     |   |     |   |     |       | ** ** |   |     |   |   |
| Fair value of plan assets at the beginning  of the financial year |   | **35.8**      | ** ** | 24.3     |   |     |   |     | **54.0**   | ** ** | 40.4   |     |   |   |
| Actual return on plan assets                                      |   | **5.4**       | ** ** | (3.7     | )      |     |   |     | **7.4**    | ** ** | (6.2   | )        |   |   |
| Employer contribution                                             |   | **4.7**       | ** ** | 5.2      |   |     |   |     | **6.3**    | ** ** | 8.6    |     |   |   |
| Benefits paid and expenses incurred                               |   | **(2.3**      | **)**      | (2.5     | )      |     |   |     | **(3.0**   | **)**      | (4.1   | )        |   |   |
| Initial assets transferred                                        |   | **—**    | ** ** | 4.1      |   |     |   |     | **—** | ** ** | 6.9    |     |   |   |
| Acquisition                                                       |   | **—**    | ** ** | 7.9      |   |     |   |     | **—** | ** ** | 13.2   |     |   |   |
| Foreign exchange adjustment                                       |   | **0.8**       | ** ** | 0.6      |   |     |   |     | **(9.6**   | **)**      | (4.8   | )        |   |   |
|                                                              |   |          |       |     |   |     |   |     |       |       |   |     |   |   |
| **Fair value of plan  assets at the end of the financial year**   |   | **44.4**      | ** ** | 35.9     |   |     |   |     | **55.1**   | ** ** | 54.0   |     |   |   |
|                                                              |   |          | ** ** |     |   |     |   |     |       | ** ** |   |     |   |   |
| Total funded status                                               |   | **(24.0**     | **)**      | (24.5    | )      |     |   |     | **(29.5**  | **)**      | (38.1  | )        |   |   |
|                                                              |   |          | ** ** |     |   |     |   |     |       | ** ** |   |     |   |   |
| Transitional assets                                               |   | **—**    | ** ** | —   |   |     |   |     | **—** | ** ** | — |     |   |   |
| Unrecognised net actuarial loss                                   |   | **20.5**      | ** ** | 21.4     |   |     |   |     | **27.2**   | ** ** | 35.6   |     |   |   |
| Unrecognised prior service cost                                   |   | **1.4**       | ** ** | 1.6      |   |     |   |     | **1.9**    | ** ** | 2.7    |     |   |   |
| Intangible asset                                                  |   | **(1.4**      | **)**      | (1.6     | )      |     |   |     | **(1.9**   | **)**      | (2.7   | )        |   |   |
| Accumulated other comprehensive loss                              |   | **(19.0**     | **)**      | (17.0    | )      |     |   |     | **(25.2**  | **)**      | (28.3  | )        |   |   |
|                                                              |   |          |       |     |   |     |   |     |       |       |   |     |   |   |
| **Total net accrued  benefit cost**                               |   | **(22.5**     | **)**      | (20.1    | )      |     |   |     | **(27.5**  | **)**      | (30.8  | )        |   |   |
|                                                              |   |          | ** ** |     |   |     |   |     |       | ** ** |   |     |   |   |
| **Components of net  periodic benefit cost**                      |   |          | ** ** |     |   |     |   |     |       | ** ** |   |     |   |   |
| Service cost (including expenses)                                 |   | **3.5**       | ** ** | 2.8      |   | 1.3      |   |     | **4.6**    | ** ** | 4.7    |     | 2.5    |   |
| Interest cost                                                     |   | **3.7**       | ** ** | 3.1      |   | 2.3      |   |     | **5.0**    | ** ** | 5.2    |     | 4.3    |   |
| Expected return on plan assets                                    |   | **(3.1**      | **)**      | (3.1     | )      | (2.3     | )      |     | **(4.1**   | **)**      | (5.2   | )        | (4.4   | ) |
| Amortisation of transitional assets                               |   | **—**    | ** ** | (0.1     | )      | (0.1     | )      |     | **—** | ** ** | (0.1   | )        | (0.1   | ) |
| Amortisation of prior service cost                                |   | **0.2**       | ** ** | 0.2      |   | 0.1      |   |     | **0.3**    | ** ** | 0.3    |     | 0.2    |   |
| Recognised net actuarial loss                                     |   | **0.9**       | ** ** | 0.1      |   | —   |   |     | **1.2**    | ** ** | 0.1    |     | — |   |
|                                                              |   |          |       |     |   |     |   |     |       |       |   |     |   |   |
| Net periodic pension expense                                      |   | **5.2**       | ** ** | 3.0      |   | 1.3      |   |     | **7.0**    | ** ** | 5.0    |     | 2.5    |   |

 

The following table summarizes the weighted average asset allocationsfor each of Rinker group’s defined benefit superannuation

plans as of the respective measurement date:

 
| **As of March 31, 2004**                                |   | **Real  Estate** |   | **Equity  Securities** |   | **Debt  Securities** |   | **Other** |   | **Total** |   |
|--------------------------------------------------------------|--------|------------------|--------|------------------------|--------|----------------------|--------|-----------|--------|-----------|--------|
| Harwood Superannuation Fund                                  |   | 10               | %      | 53                     | %      | 34                   | %      | 3         | %      | 100       | %      |
| Rinker Materials Corporation Pension Plan                    |   | 4                | %      | 57                     | %      | 39                   | %      | 0         | %      | 100       | %      |
| Rinker Materials Corporation Retirement  Income Plan         |   | 4                | %      | 57                     | %      | 39                   | %      | 0         | %      | 100       | %      |
| United Metro/San Xavier Collectively  Bargained Pension Plan |   | 5                | %      | 57                     | %      | 38                   | %      | 0         | %      | 100       | %      |

 
| **As of March 31, 2003**                                |   | **Real  Estate** | ** ** | **Equity  Securities** | ** ** | **Debt  Securities** | ** ** | **Other** | ** ** | **Total** | ** ** |
|--------------------------------------------------------------|--------|------------------|------------|------------------------|------------|----------------------|------------|-----------|------------|-----------|------------|
| Harwood Superannuation Fund                                  |   | 0                | %          | 56                     | %          | 14                   | %          | 30        | %          | 100       | %          |
| Rinker Materials Corporation Pension Plan                    |   | 0                | %          | 52                     | %          | 48                   | %          | 0         | %          | 100       | %          |
| Rinker Materials Corporation Retirement Income  Plan         |   | 0                | %          | 52                     | %          | 48                   | %          | 0         | %          | 100       | %          |
| United Metro/San Xavier Collectively  Bargained Pension Plan |   | 0                | %          | 60                     | %          | 40                   | %          | 0         | %          | 100       | %          |

 

Thetarget asset allocation is between 45% and 65% for equity securities, 30% and50% for debt securities, 0% and 10% for real estate and 0% and 10% for otherinvestments.  To develop the expectedlong-term rate of return on assets assumption, Rinker group considered thehistorical returns and the future expectations for returns for each asset class,as well as the target asset allocation of the pension portfolio.

 

F-54

----

 

**N.****            Derivatives andhedging.**  Effective April 1,2001, the Rinker group adopted SFAS 133. The standard requires an entity torecognise derivatives as assets or liabilities in the statement of financialposition and measure them at fair value. The transition adjustment onApril 1, 2001 resulted in a net charge after tax of A$3.1 million whichwas recorded in Other Comprehensive Income (“OCI”). Derivatives and hedgingactivities are managed as part of a formally documented risk management processoutlined in the Rinker group’s Financial and Commodity Price Risk ManagementPolicy and in detailed Operational Guidelines. The risk management processdetailed in the guidelines specifies what is an exposure, when it isrecognised, the objectives of the risk management process, the need for a riskmanagement plan, the approved hedging instruments and detailed reportingrequirements. The Rinker group’s hedging activities are under the directcontrol and review of the Rinker group’s Finance Committee. The generalobjective of the Rinker group’s risk management activities is to reduce thepotential variability in financial returns thus contributing to more certaintyand stability in profit outcomes.

 

During the year ended March 31, 2004, the only derivatives used byRinker group were interest rate hedges.

 

*Hedge effectiveness.*  The Rinker group measures hedgeeffectiveness through quarterly review of the retrospective and prospectiverelationship between changes in the value of a hedge and its underlyingtransaction. The methods used to assess effectiveness are the short cut methodbased on criteria as stated in SFAS 133, matched terms method, dollar offsetmethod and regression analysis. To the extent that option contracts are used ashedges, the intrinsic value of the option will be effective if all terms of thecontract are matched with the underlying transaction. The time value of options(amounts excluded from the measurement of effectiveness) and any otherineffectiveness is reported through earnings in the current period.  During the year ended March 31, 2004,certain of the group’s interest rate hedges were treated as ineffective underSFAS 133.  This was because, for part ofthe year, the maturity dates for interest rate hedges were not the same as thematurity dates for the debt being hedged. As at March 31, 2004, all of the group’s interest rate hedges wereeffective hedges under SFAS 133.  Forthe year ended March 31, 2004, the earnings effect after tax ofineffectiveness was a profit of US$2.4 million or A$3.4 million (2003: loss ofUS$0.5 million or A$0.8 million, 2002 loss of US$0.1 million or A$0.1 million)and of items excluded from the measurement of effectiveness was a profit ofUS$nil, or A$nil (2003: US$nil or A$nil, 2002: US$nil or A$nil).

 

*Fair value hedges.*  Under SFAS 133, a fair value hedge mitigatesexposure to changes in the fair value of an asset, liability or firmcommitment. A fair value hedge protects against changes in value caused byvariability in prices, costs or rates. The hedged item and the hedginginstrument are marked-to-market in the statement of financial position. Theresulting gains/losses on the effective portion of both the hedged item and thehedging instrument are recognised currently in earnings and will offset eachother. Any movements in ineffectiveness are recorded in earnings in the currentperiod. Hedged items include fixed rate debt.

 

*Cash flow hedges.*Under SFAS 133, a cash flow hedge mitigates exposure to variable cash flows ofa forecast transaction, asset or liability. A cash flow hedge protects against the risk caused by variable prices,costs or rates. The hedging instrument is marked-to-market in the statement offinancial position. The resulting gains/losses on the effective portion of ahedging instrument are recorded in OCI. Gains/losses on the ineffective portionof a hedging instrument are recognised currently in earnings. Amounts in OCIare reclassified to earnings when the hedged item is settled and/or otherwiserecognized in earnings. Variable cash flows include variable rate debt.

 

*Net investment hedges.*  Under SFAS 133, a net investment hedgemitigates foreign currency exposure of a net investment in a foreign operation.The accounting treatment of net investment hedges under US GAAP is consistentwith Australian GAAP.

 

*Other Derivatives.*  Any other derivative transaction that cannotmeet the designation requirement as a fair value, cash flow or net investmenthedge, will be marked-to-market in earnings in the current period. Thefollowing table provides a reconciliation of OCI after tax for the years endedMarch 31, 2004, 2003, and 2002 relating to SFAS 133.

 
|                                          |   | **2004**      |       | **2003** |   | **2002** |   | **2004** |     | **2003**   |   | **2002** |   |
|-----------------------------------------------|--------|---------------|------------|----------|--------|----------|--------|----------|----------|------------|--------|----------|--------|
|                                          |   | **US$**       |       | **US$**  |   | **US$**  |   | **A$**   |     | **A$**     |   | **A$**   |   |
|                                          |   | **(million)** |       |
|                                          |   |          |       |     |   |     |   |     |     |       |   |     |   |   |
| Opening accumulated loss as at April 1   |   | **5.8**       | ** ** | 2.0      |   | 1.5      |   |     | **10.9** | ** ** | 4.2    |     | 3.1    |   |
| Net amount reclassified to earnings           |   | **(1.9**      | **)**      | 0.6      |   | 0.1      |   |     | **(2.9** | **)**      | 1.2    |     | 0.3    |   |
| Changes in fair value of derivatives          |   | **3.3**       | ** ** | 3.2      |   | 0.4      |   |     | **4.8**  | ** ** | 5.5    |     | 0.8    |   |
|                                          |   |          | ** ** |     |   |     |   |     |     | ** ** |   |     |   |   |
| Closing accumulated loss as at  March 31 |   | **7.2**       | ** ** | 5.8      |   | 2.0      |   |     | **12.8** | ** ** | 10.9   |     | 4.2    |   |

 

Based on SFAS 133 revaluations as at March 31, 2004, Rinker groupis expected to recognise a loss after tax through earnings of A$nil on expiringhedging contracts in the next 12 months.

 

**O.****           Unrecognised insurancedebtors.**  Under Australian GAAPrecognition of the insurance recovery is appropriate when management considersit is both probable and measurable. Under US GAAP, recognition of insuranceproceeds are appropriate only when a company either receives proceeds or anirrevocable confirmation from the insurer of coverage and the related amount.These conditions were not met at March 31, 2003, therefore the insurancedebtors were reversed for US GAAP.  Thisadjustment reversed in March 2004 when the receivables were collected.

 

F-55

----

 

**P.****             Fair valueadjustment.**  As discussed inSignificant Accounting Policies, as part of an internal restructure prior tothe demerger of the Rinker group from CSR Limited (which occurred during theyear ended March 31, 2003), a series of transactions occurred wherebyRinker Group Limited acquired CSR Limited’s interest in CSR’s heavy buildingmaterials businesses (Readymix). Under Australian GAAP, these transactions wereaccounted for at fair value, resulting in a step-up to fair value of aninvestment in an associate entity, ACH. For all other acquired businesses, fairvalue approximated book value and therefore no change in value occurred. Thepurchase was funded by an intercompany loan that was subsequently converted toequity in Rinker group. Under US GAAP, these internal transactions areaccounted for at book value as transactions among entities under common control,and the increase in fair value has therefore been reversed.

 

As discussed in Note 33, on June 1, 2003 the Rinker group’s 50%interest in ACH was reduced to 25% after this business was merged with QCL toform CA.  Under Australian GAAP, thedifference in the Australian GAAP pre-merger carrying value of the investmentin ACH (which approximated fair value) and the Rinker group’s share of netassets of CA subsequent to the merger (“goodwill”) is included in the carryingvalue of the investment in CA and is amortised over a 20 year period,corresponding to the useful life of the goodwill under Australian GAAP.  Under US GAAP, this transaction is accountedfor in accordance with Staff Accounting Bulletin No. 51, “Accounting For SalesOf Stock By A Subsidiary” (as ACH issued additional shares in connection withthe merger, resulting in a dilution of the Rinker group’s interest in themerged entity).  The resulting US$22.7million or A$30.1 million gain net of income tax (“SAB 51 Gain”) is recorded inadditional paid-in capital for US GAAP purposes in accordance with the Rinkergroup’s accounting policy.  A further USGAAP adjustment is required to reverse the amortisation of goodwill associatedwith the above transactions under Australian GAAP.

 

**Q.****           Executive option plan.**  Prior to the demerger of the Rinker groupfrom CSR Limited in March 2003, Rinker group employees participated inCSR’s Executive Share Option Plan. Under Australian GAAP, no cost attributableto share options issued to Rinker group employees under CSR’s Executive ShareOption Plan was recognised in the statement of financial performance. Under USGAAP, the Rinker group accounted for the plan under the recognition andmeasurement principles of Accounting Principles Board Opinion No. 25 “Accountingfor Stock Issued to Employees” (“APB 25”). All options granted under the plan had an exercise price equal to themarket value of the underlying common stock on the date of the grant. TheExecutive Share Option Plan was considered a variable plan as the number ofshares the executives are entitled to receive are not known at the date ofgrant. The vesting of the share options was conditional on a share performancemeasure that was beyond the control of the CSR group; as such, compensationexpense was only recognised under APB 25 when the target was achieved.

 

During the year ended March 31, 2003, certain options vested toRinker group executives as the share performance targets were met, andaccordingly, the Rinker group recognised compensation expense under APB 25based on the excess of the market price on the measurement date over theexercise price of the share options held by Rinker group employees. Inaddition, as a consequence of the demerger, CSR Limited declared a specialcircumstance in February 2003, which allowed all eligible options held byRinker group executives to be exercised prior to the demerger taking effect.All options satisfied the performance hurdle and could be exercised during thetrading window from late February to April 4, 2003.

 

An estimate of options held by Rinker group employees used to calculateRinker group compensation expense in fiscal year 2004, 2003, and 2002  relating to CSR’s Executive Share OptionPlan is as follows:

 
|                         |   | **No.CSR  options**          |       | **Weighted-average  exercise  price A$** |       |
|------------------------------|--------|------------------------------|------------|------------------------------------------|------------|
|                         |   | **(options  in  thousands)** |       |                                     |       |
|                         |   |                         |       |                                     |       |
| On issue March 31, 2001 |   | 5,928                        |       | 4.10                                     |       |
| issued                       |   | 1,480                        |       | 6.96                                     |       |
| exercised                    |   | (1,669                       | )          | 3.98                                     |       |
| lapsed                       |   | (337                         | )          | 4.29                                     |       |
|                         |   |                         |       |                                     |       |
| On issue March 31, 2002 |   | 5,402                        |       | 4.97                                     |       |
| issued                       |   | 287                          |       | 6.39                                     |       |
| exercised                    |   | (3,489                       | )          | 4.38                                     |       |
| lapsed                       |   | (212                         | )          | 5.92                                     |       |
|                         |   |                         |       |                                     |       |
| On issue March 31, 2003 |   | 1,988                        |       | 5.77                                     |       |
| issued                       |   | **—**                   | ** ** |                                     | ** ** |
| exercised                    |   | **(18**                      | **)**      | **4.90**                                 | ** ** |
| lapsed                       |   | **(1,970**                   | **)**      | **5.77**                                 | ** ** |
|                         |   |                         |       |                                     |       |
| On issue March 31, 2004 |   | **—**                   | ** ** |                                     | ** ** |

 

No options were issued in 2004 and all options had vested prior toMarch 31, 2003.

 

Of the CSR options held by Rinker group executives outstanding as atMarch 31, 2003, 18,200 options have since been exercised.  Following the demerger, CSR’s share pricewas trading at approximately 25% of its pre-demerger value; consequently, the remainingoptions were not exercised and lapsed in February 2004.

 

Further, Rinker Materials’ senior managers entered into an agreementnot to exercise all of their options and instead received a cash payment underthe long-term incentive scheme. The options not exercised by the RinkerMaterials’ senior managers formally lapsed in December 2003.

 

F-56

----

 

The Rinker group has determined the unaudited pro-forma information(below) under the fair value method of SFAS No. 123 “Accounting for Stock-BasedCompensation” (“SFAS 123”). The Black-Scholes option pricing model was usedwith the following weighted-average assumptions for options issued in the yearsended March 31, 2003 and 2002:

 
|                                 |   | **2003** |   | **2002** |   |
|--------------------------------------|--------|----------|--------|----------|--------|
| Risk free interest rate              |   | 5.89     | %      | 5.41     | %      |
| Dividend yield                       |   | 3.65     | %      | 3.20     | %      |
| Volatility factor                    |   | 23.60    | %      | 20.70    | %      |
| Weighted-average expected life (yrs) |   | 4.21     |   | 4.44     |   |

 

The weighted-average fair values of options granted in 2003 and 2002were A$1.30 and A$1.33 per option, respectively.  The following table illustrates the effect on US GAAP net incomeand earnings per share if the Rinker group had applied the fair valuerecognition provisions of SFAS 123 to stock-based employee compensation.

 
|                                                                                                                               |   | **(unaudited)** |   |
|------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------|--------|
|                                                                                                                               |   | **2003**        |   | **2002** |   | **2003** |   | **2002** |   |
| **Year ended March 31**                                                                                                       |   | **US$**         |   | **US$** |   | **A$** |   | **A$** |   |
|                                                                                                                               |   | **(million)**   |   |
| Net income, as reported                                                                                                            |   | 259.2           |   | 168.1 |   |   | 458.5 |   | 328.4 |   |
| Add: Total stock-based employee  compensation determined under fair value based method for all awards, net of  related tax effects |   | 0.8             |   | 1.5 |   |   | 5.3 |   | 2.9 |   |
|                                                                                                                               |   |            |   |   |   |   |   |   |   |   |
| Pro forma net income                                                                                                               |   | 260.0           |   | 169.6 |   |   | 463.8 |   | 331.3 |   |
|                                                                                                                               |   |            |   |   |   |   |   |   |   |   |
| Earnings per share                                                                                                                 |   |            |   |   |   |   |   |   |   |   |
| Basic and diluted - as reported                                                                                                    |   | 0.27            |   | 0.18 |   |   | 0.49 |   | 0.35 |   |
| Basic and diluted -proforma                                                                                                        |   | 0.28            |   | 0.18 |   |   | 0.49 |   | 0.35 |   |

 

**R.****            Post RetirementMedical Benefits.**  Rinker Materialssubsidises post-retirement medical benefits to certain employees and pensionerson a pay-as-you-go basis.  The group’scontributions paid during the year ended March 31, 2004 for post-retirementmedical benefits was US$0.3 million (A$0.4 million). Under Australian GAAP,Rinker records costs as they arise. No provision or expense is recognised forthe estimated potential future costs of providing subsidised post-retirementmedical benefits.

 

During the years ended March 31, 2003 and March 31, 2002,Rinker concluded that the US GAAP provision and expense for post-retirementmedical benefits costs for these employees was not materially different fromthat recorded under Australian GAAP. During the year ended March 31, 2004, Rinker obtained an actuarialvaluation of the future cost of subsidising post-retirement medical benefitsover the lifetime of these pensioners. The following represents the amounts recognised under US GAAP during theyear ended March 31, 2004 in accordance with SFAS No. 106 “Accounting forPost-Retirement Benefits Other than Pensions” (“SFAS 106”):

 
|                                             |   | **2004**      |       | **2004** |    |
|--------------------------------------------------|--------|---------------|------------|----------|---------|
|                                             |   | **US$**       |       | **A$**   |    |
|                                             |   | **(million)** |       |
| Benefit obligation at the beginning of the  year |   | **nil**       | ** ** |     | **nil** |   |
| SFAS 106 expense                                 |   | **5.5**       | ** ** |     | **8.0** |   |
| Benefit obligation at end of year:               |   | **5.5**       | ** ** |     | **8.0** |   |

 

Rinker has recognised the transition liability in full.  The obligation at the year end is based onan actuarial valuation which assumes:

 
| Discount rate:              |   | 6      | %      |
|-----------------------------|--------|--------|--------|
|                        |   |   |   |
| Health care cost inflation: |   |   |   |   |
|                        |   |   |   |   |
| 2004                        |   |   | 13.5   | % |
| 2005                        |   |   | 12.0   | % |
| 2006                        |   |   | 10.5   | % |
| 2007                        |   |   | 9.0    | % |
| 2008                        |   |   | 7.5    | % |
| 2009                        |   |   | 6.0    | % |
| 2010 and onwards            |   |   | 5.5    | % |

 

F-57

----

 

**S.****             Retirement of longlived assets.** Under Australian GAAP, the Rinker group provides for assetretirement obligations by recognising a provision for retirement obligationsover the life of the asset concerned. Rinker group’s asset retirementobligations relate to obligations to rehabilitate quarry sites at the end ofquarry life.  These obligations ariseunder legislation and under the terms of quarry permitting arrangements. AtMarch 31, 2004, the Rinker group’s Australian GAAP provision forretirement obligations was US$22.2 million or A$29.4 million, and expenserecognised during the year ended March 31, 2004 was US$4.6 million orA$6.6 million.

 

Prior to April 1, 2003, there were no differences in accountingfor asset retirement obligations under Australian GAAP and US GAAP.  Effective April 1, 2003, for US GAAPpurposes the Rinker group adopted SFAS 143 (defined in Note 37G), which appliesto legal obligations associated with the retirement of a long-lived asset thatresult from acquisition, construction, development and/or normal operation of along-lived asset.

 

Under SFAS 143, the Rinker group is required to recognise the fairvalue of a liability for an asset retirement obligation in the period in whichit incurs a legal obligation, if a reasonable estimate of fair value can bemade.  The associated asset retirementcosts are capitalized as part of the carrying amount of the related long-livedasset and amortised over the life of the related asset using theunit-of-production method.  At the endof each year, the liability is increased to reflect the passage of time(accretion expense) and adjusted (increase or decrease) to reflect changes inthe estimated future cash flows underlying the initial fair valuemeasurement.  If the obligation issettled for other than the carrying amount of the liability, the Rinker groupwill recognise a gain or loss on settlement.

 

Under US GAAP, on April 1, 2003, the Rinker group would haverecorded a loss of US$3.2 million or A$5.4 million as the cumulative effectbefore tax of a change in accounting principle, a net increase of US$10.5million or A$17.5 million to property, plant and equipment and an increase inthe provision for quarry rehabilitation cost of US$13.7 million or A$22.9million to reflect the effect of this change in the method of accounting forasset retirement obligations in accordance with SFAS 143.  The following table describes all changes tothe Rinker group’s asset retirement obligation liability on a US GAAPmeasurement basis:

 
|                                   |   | **2004**      |   | **2004** |   |
|----------------------------------------|--------|---------------|--------|----------|--------|
|                                   |   | **US$**       |   | **A$**   |   |
|                                   |   | **(million)** |   |
| Opening balance                        |   | 15.2          |   |     | 25.2   |   |
| Impact of adoption of SFAS 143         |   | 13.7          |   |     | 22.9   |   |
| Impact of foreign exchange translation |   | 2.9           |   |     | (6.3   | ) |
| Expense for the period                 |   | 3.1           |   |     | 4.4    |   |
| Liabilities settled                    |   | (1.3          | )      |     | (1.8   | ) |
| Balance at end of year                 |   | 33.6          |   |     | 44.4   |   |

 

The cumulative effect of the change on prior years resulted in a chargeto income of US$2.1 million or A$3.5 million, net of income taxes of US$1.1million or A$1.9 million (US$0.00 or A$0.00 per share) which is included in thereconciliation of net profit for the year ended March 31, 2004. Suchcharge is presented net of the cumulative expenses previously recorded underAustralian GAAP of US$15.2 million or A$25.2 million.

 

The effect of the adoption of SFAS 143 on the year ended March 31,2004 was to increase US GAAP net profit before the cumulative effect of theaccounting change by US$1.8 million or A$2.6 million (US$0.00 or A$0.00 pershare).

 

The effect of the application of SFAS 143 if the statement had beenadopted on April 1, 2001 (rather than April 1, 2003) would not havebeen material to US GAAP net profit and earnings per share for all periodspresented.  The US GAAP asset retirementobligation if the statement had been adopted on April 1, 2001 (rather thanApril 1, 2003) is shown below:

 
|                        |   | **(unaudited)** |   |
|-----------------------------|--------|-----------------|--------|
|                        |   | **2004**        |   | **2003** |   | **2004** |   | **2003** |   |
|                        |   | **US$**         |   | **US$** |   | **A$** |   | **A$** |   |
|                        |   | **(million)**   |   |
|                        |   |            |   |   |   |   |   |   |   |   |
| Asset retirement obligation |   | **33.6**        |   | 28.9 |   |   | **44.4** |   | 48.1 |   |

 

**T.****             Acquisition TaxRefunds.** During the year ended March 31, 2004, the Rinker groupreceived US$3.6 million (A$5.2 million) of income tax refunds associated withpre-acquisition income tax returns for its subsidiary Kiewit (acquired inSeptember 2002).  Under AustralianGAAP, the income tax refunds are accounted for as an income tax benefit.  Under US GAAP, the income tax refunds areapplied to reduce goodwill attributable to the acquisition of Kiewit.

 

F-58

----

 

**38****                                 ****Consolidating financial information**

 

**Rinker Materials Corporation and its controlled entities**

 

Rinker Materials Corporation is a 100% owned subsidiary of Rinker GroupLimited.  As part of the financialrestructuring to accommodate the demerger, certain outstanding US$ bonds wererestructured.  In particular, theindenture governing the US$250 million bonds due on July 21, 2005 payinginterest of 6.875% per annum issued by Rinker Materials Corporation andguaranteed by CSR Limited was amended to add Rinker Group Limited as guarantorof Rinker Materials Corporation’s obligations under that indenture on the sameterms and conditions as the existing guarantee from CSR Limited.  Rinker Group Limited and Rinker MaterialsCorporation agreed to indemnify CSR Limited for any obligations that come dueunder the guarantee of CSR Limited in respect of these bonds. To support itsindemnity, Rinker Materials Corporation has procured, under its US$1,077.5million credit facilities, bank letters of credit for the benefit of CSRLimited, for any obligations that come due under CSR Limited’s guaranteeobligations in respect of these bonds.

 

Rinker Group Limited is providing in its financial statements includedin this annual report on Form 20-F certain financial information regardingRinker Materials Corporation.  For itsfiscal year ended March 31, 2003, CSR Limited provided in its consolidatedfinancial statements included in its annual report on Form 20-F certainfinancial information regarding Rinker Materials Corporation which prior todemerger, was a 100% indirectly owned subsidiary of CSR Limited. In light ofthis financial information provided by Rinker Group Limited and CSR Limited andthe fact the bonds issued by Rinker Materials Corporation and due onJuly 21, 2005 are fully and unconditionally guaranteed by Rinker GroupLimited and CSR Limited as well as the fact that bank letters of credit havebeen obtained for the benefit of CSR Limited to support the indemnity of RinkerMaterials Corporation and Rinker Group Limited to CSR Limited for anyobligations that come due under CSR Limited’s guarantee obligations in respectof these bonds, Rinker Group Limited does not believe that separate, moreformal financial statements of Rinker Materials Corporation would be materialto investors investing in these bonds.

 

Rinker Materials Corporation is a corporation duly incorporated and ingood standing in the State of Georgia (the jurisdiction in which it isincorporated), and is entitled to declare dividends and borrow funds to theextent legally permissible under the laws of the State of Georgia. In the eventthat Rinker Materials Corporation fails to pay the holders of the bonds dueJuly 21, 2005 directly, thereby requiring Rinker Group Limited to makepayment pursuant to the terms of its full and unconditional guarantee of thosebonds, there is no impediment to Rinker Group Limited obtaining reimbursementfor any such payments through dividends or loans from Rinker MaterialsCorporation or to the full extent that such dividends or loans are permittedunder applicable law.

 

F-59

----

 

The following consolidating financial information for Rinker GroupLimited has been prepared in accordance with Australian GAAP based on therequirements of the Securities and Exchange Commission’s revised Rule 3-10 ofRegulation S-X, which requires investments in subsidiaries to be equityaccounted by the parent entity (Rinker Group Limited).

 
|                                                                                                                                 |   | **Year ended  March 31, 2004** |   |
|--------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------|--------|
| **Consolidated Statement of  financial  performance**                                                                                |   | **Rinker  Group  Limited**          |   | **Rinker  Materials  Corporation and its  controlled entities** |   | **Non-  guarantor  subsidiaries** |   | **Consolidation  adjustments** |   | **Rinker  Group  Consolidated** |   |
|                                                                                                                                 |   | **US$  million**                    |   |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| Trading revenue - sale of goods                                                                                                      |   | 4.5                                 |   | 2,867.6 |   | 838.9 |   | (4.8 | ) | 3,706.2 |   |
| Cost of sales                                                                                                                        |   | —                              |   | (1,593.5 | ) | (564.8 | ) | (0.1 | ) | (2,158.4 | ) |
| Warehouse and distribution costs                                                                                                     |   | —                              |   | (593.4 | ) | (97.4 | ) | — |   | (690.8 | ) |
| Selling general and administrative costs                                                                                             |   | (9.2                                | )      | (272.2 | ) | (85.9 | ) | (0.5 | ) | (367.8 | ) |
| Equity accounted result of subsidiaries  (less dividends received)                                                                   |   | (89.2                               | )      | — |   | — |   | 89.2 |   | — |   |
| Share of partnership net income                                                                                                      |   | —                              |   | — |   | 12.1 |   | — |   | 12.1 |   |
| Share of associate entities’ net profit                                                                                         |   | —                              |   | 1.1 |   | 1.8 |   | — |   | 2.9 |   |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| Operating profit                                                                                                                     |   | (93.9                               | )      | 409.6 |   | 104.7 |   | 83.8 |   | 504.2 |   |
| Other revenue from ordinary activities                                                                                               |   | 12.1                                |   | 20.2 |   | 11.5 |   | (12.1 | ) | 31.7 |   |
| Other expenses from ordinary activities                                                                                              |   | (34.1                               | )      | (37.1 | ) | (18.3 | ) | 46.2 |   | (43.3 | ) |
| Dividend income from controlled entities                                                                                             |   | 386.9                               |   | — |   | — |   | (386.9 | ) | — |   |
| Dividend income from others                                                                                                          |   | —                              |   | 0.1 |   | — |   | — |   | 0.1 |   |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Profit from  ordinary activities before finance and income tax**                                                                   |   | 271.0                               |   | 392.8 |   | 97.9 |   | (269.0 | ) | 492.7 |   |
| Interest income                                                                                                                      |   | 16.7                                |   | 0.4 |   | 3.8 |   | (9.2 | ) | 11.7 |   |
| Borrowing costs                                                                                                                      |   | —                              |   | (72.2 | ) | (0.3 | ) | 13.6 |   | (58.9 | ) |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Profit from  ordinary activities before income tax**                                                                               |   | 287.7                               |   | 321.0 |   | 101.4 |   | (264.6 | ) | 445.5 |   |
| Income tax benefit (expense) relating to  ordinary activities                                                                        |   | 7.9                                 |   | (116.1 | ) | (30.8 | ) | (9.8 | ) | (148.8 | ) |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Net Profit before  outside equity interests**                                                                                      |   | 295.6                               |   | 204.9 |   | 70.6 |   | (274.4 | ) | 296.7 |   |
| Net profit attributable to outside equity  interests                                                                                 |   | —                              |   | (1.1 | ) | — |   | — |   | (1.1 | ) |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Net profit attributable  to members of Rinker Group Limited**                                                                      |   | 295.6                               |   | 203.8 |   | 70.6 |   | (274.4 | ) | 295.6 |   |
| (Decrease)/increase in currency translation  reserve arising on translation of self-sustaining foreign operations                    |   | 418.0                               |   | — |   | 139.2 |   | (366.6 | ) | 190.6 |   |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| Adjustment to opening retained earnings on  adoption of revised AASB 1028 “Employee Benefits”                              |   | —                              |   | (0.4 | ) | (0.6 | ) | — |   | (1.0 | ) |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Total revenue,  expense and valuation adjustments attributable to members of Rinker Group  Limited recognised directly in equity** |   | 418.0                               |   | (0.4 | ) | 138.6 |   | (366.6 | ) | 189.6 |   |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Total changes in  equity other than those resulting from transactions with owners as owners**                                      |   | 713.6                               |   | 203.4 |   | 209.2 |   | (641.0 | ) | 485.2 |   |

 

F-60

----

 
|                                                                                                                                 |   | **Year ended  March 31, 2003** |   |
|--------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------|--------|
| **Consolidated Statement of  financial  performance**                                                                                |   | **Rinker  Group  Limited**          |   | **Rinker  Materials  Corporation and its  controlled entities** |   | **Non-  guarantor  subsidiaries** |   | **Consolidation  adjustments** |   | **Rinker  Group  Consolidated** |   |
|                                                                                                                                 |   | **US$  million**                    |   |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| Trading revenue - sale of goods                                                                                                      |   | —                              |   | 2,383.0 |   | 572.5 |   | — |   | 2,955.5 |   |
| Cost of sales                                                                                                                        |   | —                              |   | (1,370.3 | ) | (398.1 | ) | 2.4 |   | (1,766.0 | ) |
| Warehouse and distribution costs                                                                                                     |   | —                              |   | (459.3 | ) | (67.6 | ) | — |   | (526.9 | ) |
| Selling, general and administrative costs                                                                                            |   | (7.6                                | )      | (236.5 | ) | (59.3 | ) | — |   | (303.4 | ) |
| Equity accounted result of subsidiaries  (less dividends received)                                                                   |   | 211.3                               |   | — |   | — |   | (211.3 | ) | — |   |
| Share of partnership net income                                                                                                      |   | —                              |   | — |   | (0.1 | ) | — |   | (0.1 | ) |
| Share of associate entities’ net profit                                                                                         |   | —                              |   | (0.3 | ) | 14.1 |   | — |   | 13.8 |   |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| Operating profit                                                                                                                     |   | 203.7                               |   | 316.6 |   | 61.5 |   | (208.9 | ) | 372.9 |   |
| Other revenue from ordinary activities                                                                                               |   | —                              |   | 52.8 |   | 20.7 |   | — |   | 73.5 |   |
| Other expenses from ordinary activities                                                                                              |   | —                              |   | (43.8 | ) | (8.9 | ) | — |   | (52.7 | ) |
| Dividend income from controlled entities                                                                                             |   | 9.7                                 |   | — |   | — |   | (9.7 | ) | — |   |
| Dividend income from others                                                                                                          |   | —                              |   | 0.1 |   | — |   | — |   | 0.1 |   |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Profit from  ordinary activities before finance and income tax**                                                                   |   | 213.4                               |   | 325.7 |   | 73.3 |   | (218.6 | ) | 393.8 |   |
| Interest income                                                                                                                      |   | —                              |   | 0.2 |   | 0.1 |   | — |   | 0.3 |   |
| Borrowing costs                                                                                                                      |   | —                              |   | (58.7 | ) | (0.6 | ) | — |   | (59.3 | ) |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Profit from  ordinary activities before income tax**                                                                               |   | 213.4                               |   | 267.2 |   | 72.8 |   | (218.6 | ) | 334.8 |   |
| Income tax benefit (expense) relating to  ordinary activities                                                                        |   | 2.3                                 |   | (105.8 | ) | (12.4 | ) | (0.9 | ) | (116.8 | ) |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Net Profit before  outside equity interests**                                                                                      |   | 215.7                               |   | 161.4 |   | 60.4 |   | (219.5 | ) | 218.0 |   |
| Net profit attributable to outside equity  interests                                                                                 |   | —                              |   | (1.3 | ) | (1.0 | ) | — |   | (2.3 | ) |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Net profit  attributable to members of Rinker Group Limited**                                                                      |   | 215.7                               |   | 160.1 |   | 59.4 |   | (219.5 | ) | 215.7 |   |
| (Decrease)/increase in currency translation  reserve arising on translation of self-sustaining foreign operations                    |   | 70.4                                |   | — |   | 56.4 |   | (83.2 | ) | 43.6 |   |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Total revenue,  expense and valuation adjustments attributable to members of Rinker Group  Limited recognised directly in equity** |   | 70.4                                |   | — |   | 56.4 |   | (83.2 | ) | 43.6 |   |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Total changes in  equity other than those resulting from transactions with owners as owners**                                      |   | 286.1                               |   | 160.1 |   | 115.8 |   | (302.7 | ) | 259.3 |   |

 

F-61

----

 
|                                                                                                                                 |   | **Year ended  March 31, 2002** |   |
|--------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------|--------|
| **Consolidated Statement of  financial  performance**                                                                                |   | **Rinker  Group  Limited**          |   | **Rinker  Materials  Corporation and its  controlled entities** |   | **Non-  guarantor  subsidiaries** |   | **Consolidation  adjustments** |   | **Rinker  Group  Consolidated** |   |
|                                                                                                                                 |   | **US$  million**                    |   |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| Trading revenue - sale of goods                                                                                                      |   | —                              |   | 2,103.7 |   | 473.6 |   | — |   | 2,577.3 |   |
| Cost of sales                                                                                                                        |   | —                              |   | (1,193.6 | ) | (349.6 | ) | 0.7 |   | (1,542.5 | ) |
| Warehouse and distribution costs                                                                                                     |   | —                              |   | (391.4 | ) | (62.2 | ) | — |   | (453.6 | ) |
| Selling, general and administrative costs                                                                                            |   | (6.8                                | )      | (218.5 | ) | (45.9 | ) | — |   | (271.2 | ) |
| Equity accounted result of subsidiaries  (less dividends received)                                                                   |   | 173.2                               |   | — |   | — |   | (173.2 | ) | — |   |
| Share of partnership net income                                                                                                      |   | —                              |   | — |   | (0.1 | ) | — |   | (0.1 | ) |
| Share of associate entities’ net profit                                                                                         |   | —                              |   | — |   | 11.9 |   | — |   | 11.9 |   |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| Operating profit                                                                                                                     |   | 166.4                               |   | 300.2 |   | 27.7 |   | (172.5 | ) | 321.8 |   |
| Other revenue from ordinary activities                                                                                               |   | —                              |   | 33.9 |   | 9.2 |   | — |   | 43.1 |   |
| Other expenses from ordinary activities                                                                                              |   | —                              |   | (28.9 | ) | (6.0 | ) | — |   | (34.9 | ) |
| Dividend income from controlled entities                                                                                             |   | —                              |   | — |   | — |   | — |   | — |   |
| Dividend income from others                                                                                                          |   | —                              |   | 0.2 |   | — |   | — |   | 0.2 |   |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Profit from  ordinary activities before finance and income tax**                                                                   |   | 166.4                               |   | 305.4 |   | 30.9 |   | (172.5 | ) | 330.2 |   |
| Interest income                                                                                                                      |   | —                              |   | 0.5 |   | 0.2 |   | — |   | 0.7 |   |
| Borrowing costs                                                                                                                      |   | —                              |   | (62.3 | ) | (1.6 | ) | — |   | (63.9 | ) |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Profit from  ordinary activities before income tax**                                                                               |   | 166.4                               |   | 243.6 |   | 29.5 |   | (172.5 | ) | 267.0 |   |
| Income tax benefit (expense) relating to  ordinary activities                                                                        |   | 2.1                                 |   | (94.7 | ) | (5.1 | ) | (0.2 | ) | (97.9 | ) |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Net Profit before  outside equity interests**                                                                                      |   | 168.5                               |   | 148.9 |   | 24.4 |   | (172.7 | ) | 169.1 |   |
| Net profit attributable to outside equity  interests                                                                                 |   | —                              |   | (0.4 | ) | (0.2 | ) | — |   | (0.6 | ) |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Net profit  attributable to members of Rinker Group Limited**                                                                      |   | 168.5                               |   | 148.5 |   | 24.2 |   | (172.7 | ) | 168.5 |   |
| (Decrease)/increase in currency translation  reserve arising on translation of self-sustaining foreign operations                    |   | 36.5                                |   | — |   | 15.6 |   | (36.2 | ) | 15.9 |   |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Total revenue, expense  and valuation adjustments attributable to members of Rinker Group Limited  recognised directly in equity** |   | 36.5                                |   | — |   | 15.6 |   | (36.2 | ) | 15.9 |   |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Total changes in  equity other than those resulting from transactions with owners as owners**                                      |   | 205.0                               |   | 148.5 |   | 39.8 |   | (208.9 | ) | 184.4 |   |

 

F-62

----

 
|                                                                                                                                 |   | **Year ended  March 31, 2004** |   |
|--------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------|--------|
| **Consolidated Statement of  financial  performance**                                                                                |   | **Rinker  Group  Limited**          |   | **Rinker  Materials  Corporation and its  controlled entities** |   | **Non-  guarantor  subsidiaries** |   | **Consolidation  adjustments** |   | **Rinker  Group  Consolidated** |   |
|                                                                                                                                 |   | **A$ million**                      |   |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| Trading revenue - sale of goods                                                                                                      |   | 6.4                                 |   | 4,138.5 |   | 1,201.0 |   | (6.4 | ) | 5,339.5 |   |
| Cost of sales                                                                                                                        |   | —                              |   | (2,300.8 | ) | (808.4 | ) | (0.8 | ) | (3,110.0 | ) |
| Warehouse and distribution costs                                                                                                     |   | —                              |   | (854.4 | ) | (139.7 | ) | — |   | (994.1 | ) |
| Selling general and administrative costs                                                                                             |   | (13.1                               | )      | (392.0 | ) | (122.9 | ) | (0.6 | ) | (528.6 | ) |
| Equity accounted result of subsidiaries  (less dividends received)                                                                   |   | (129.6                              | )      | — |   | — |   | 129.6 |   | — |   |
| Share of partnership net income                                                                                                      |   | —                              |   | — |   | 17.1 |   | — |   | 17.1 |   |
| Share of associate entities’ net profit                                                                                         |   | —                              |   | 1.7 |   | 3.2 |   | — |   | 4.9 |   |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| Operating profit                                                                                                                     |   | (136.3                              | )      | 593.0 |   | 150.3 |   | 121.8 |   | 728.8 |   |
| Other revenue from ordinary activities                                                                                               |   | 16.1                                |   | 27.9 |   | 16.9 |   | (16.1 | ) | 44.8 |   |
| Other expenses from ordinary activities                                                                                              |   | (45.2                               | )      | (51.6 | ) | (25.0 | ) | 61.3 |   | (60.5 | ) |
| Dividend income from controlled entities                                                                                             |   | 558.9                               |   | — |   | — |   | (558.9 | ) | — |   |
| Dividend income from others                                                                                                          |   | —                              |   | 0.2 |   | — |   | — |   | 0.2 |   |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Profit from  ordinary activities before finance and income tax**                                                                   |   | 393.5                               |   | 569.5 |   | 142.2 |   | (391.9 | ) | 713.3 |   |
| Interest income                                                                                                                      |   | 22.9                                |   | 0.7 |   | 5.3 |   | (12.5 | ) | 16.4 |   |
| Borrowing costs                                                                                                                      |   | —                              |   | (103.6 | ) | (0.4 | ) | 18.8 |   | (85.2 | ) |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Profit from  ordinary activities before income tax**                                                                               |   | 416.4                               |   | 466.6 |   | 147.1 |   | (385.6 | ) | 644.5 |   |
| Income tax benefit (expense) relating to  ordinary activities                                                                        |   | 10.4                                |   | (169.2 | ) | (44.3 | ) | (13.1 | ) | (216.2 | ) |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Net Profit before  outside equity interests**                                                                                      |   | 426.8                               |   | 297.4 |   | 102.8 |   | (398.7 | ) | 428.3 |   |
| Net profit attributable to outside equity  interests                                                                                 |   | —                              |   | (1.5 | ) | — |   | — |   | (1.5 | ) |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Net profit  attributable to members of Rinker Group Limited**                                                                      |   | 426.8                               |   | 295.9 |   | 102.8 |   | (398.7 | ) | 426.8 |   |
| (Decrease)/increase in currency translation  reserve arising on translation of self-sustaining foreign operations                    |   | —                              |   | (362.2 | ) | (4.1 | ) | (43.9 | ) | (410.2 | ) |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| Adjustment to opening retained earnings on  adoption of revised AASB 1028 “Employee Benefits”                              |   | —                              |   | (0.6 | ) | (1.0 | ) | — |   | (1.6 | ) |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Total revenue,  expense and valuation adjustments attributable to members of Rinker Group  Limited recognised directly in equity** |   | —                              |   | (362.8 | ) | (5.1 | ) | (43.9 | ) | (411.8 | ) |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Total changes in  equity other than those resulting from transactions with owners as owners**                                      |   | 426.8                               |   | (66.9 | ) | 97.7 |   | (442.6 | ) | 15.0 |   |

 

F-63

----

 
|                                                                                                                                 |   | **Year ended  March 31, 2003** |   |
|--------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------|--------|
| **Consolidated Statement of  financial  performance**                                                                                |   | **Rinker  Group  Limited**          |   | **Rinker  Materials  Corporation and its  controlled entities** |   | **Non-  guarantor  subsidiaries** |   | **Consolidation  adjustments** |   | **Rinker  Group  Consolidated** |   |
|                                                                                                                                 |   | **A$ million**                      |   |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| Trading revenue - sale of goods                                                                                                      |   | —                              |   | 4,217.6 |   | 1,014.1 |   | — |   | 5,231.7 |   |
| Cost of sales                                                                                                                        |   | —                              |   | (2,424.2 | ) | (705.3 | ) | 4.0 |   | (3,125.5 | ) |
| Warehouse and distribution costs                                                                                                     |   | —                              |   | (812.6 | ) | (119.6 | ) | — |   | (932.2 | ) |
| Selling, general and administrative costs                                                                                            |   | (13.4                               | )      | (418.7 | ) | (105.3 | ) | — |   | (537.4 | ) |
| Equity accounted result of subsidiaries  (less dividends received)                                                                   |   | 374.9                               |   | — |   | — |   | (374.9 | ) | — |   |
| Share of partnership net income                                                                                                      |   | —                              |   | — |   | (0.3 | ) | — |   | (0.3 | ) |
| Share of associate entities’ net profit                                                                                         |   | —                              |   | (0.4 | ) | 25.0 |   | — |   | 24.6 |   |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| Operating profit                                                                                                                     |   | 361.5                               |   | 561.7 |   | 108.6 |   | (370.9 | ) | 660.9 |   |
| Other revenue from ordinary activities                                                                                               |   | —                              |   | 93.5 |   | 36.2 |   | — |   | 129.7 |   |
| Other expenses from ordinary activities                                                                                              |   | —                              |   | (76.2 | ) | (16.5 | ) | — |   | (92.7 | ) |
| Dividend income from controlled entities                                                                                             |   | 16.1                                |   | — |   | — |   | (16.1 | ) | — |   |
| Dividend income from others                                                                                                          |   | —                              |   | 0.2 |   | — |   | — |   | 0.2 |   |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Profit from  ordinary activities before finance and income tax**                                                                   |   | 377.6                               |   | 579.2 |   | 128.3 |   | (387.0 | ) | 698.1 |   |
| Interest income                                                                                                                      |   | —                              |   | 0.3 |   | 0.3 |   | — |   | 0.6 |   |
| Borrowing costs                                                                                                                      |   | —                              |   | (103.7 | ) | (1.2 | ) | — |   | (104.9 | ) |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Profit from  ordinary activities before income tax**                                                                               |   | 377.6                               |   | 475.8 |   | 127.4 |   | (387.0 | ) | 593.8 |   |
| Income tax benefit (expense) relating to  ordinary activities                                                                        |   | 4.0                                 |   | (188.0 | ) | (22.5 | ) | (1.6 | ) | (208.1 | ) |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Net Profit before  outside equity interests**                                                                                      |   | 381.6                               |   | 287.8 |   | 104.9 |   | (388.6 | ) | 385.7 |   |
| Net profit attributable to outside equity  interests                                                                                 |   | —                              |   | (2.3 | ) | (1.8 | ) | — |   | (4.1 | ) |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Net profit  attributable to members of Rinker Group Limited**                                                                      |   | 381.6                               |   | 285.5 |   | 103.1 |   | (388.6 | ) | 381.6 |   |
| (Decrease)/increase in currency translation  reserve arising on translation of self-sustaining foreign operations                    |   | —                              |   | (235.1 | ) | (8.8 | ) | (1.8 | ) | (245.7 | ) |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Total revenue,  expense and valuation adjustments attributable to members of Rinker Group  Limited recognised directly in equity** |   | —                              |   | (235.1 | ) | (8.8 | ) | (1.8 | ) | (245.7 | ) |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Total changes in  equity other than those resulting from transactions with owners as owners**                                      |   | 381.6                               |   | 50.4 |   | 94.3 |   | (390.4 | ) | 135.9 |   |

 

F-64

----

 
|                                                                                                                                 |   | **Year ended  March 31, 2002** |   |
|--------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------|--------|
| **Consolidated Statement of  financial  performance**                                                                                |   | **Rinker  Group  Limited**          |   | **Rinker  Materials  Corporation and its  controlled entities** |   | **Non-  guarantor  subsidiaries** |   | **Consolidation  adjustments** |   | **Rinker  Group  Consolidated** |   |
|                                                                                                                                 |   | **A$ million**                      |   |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| Trading revenue - sale of goods                                                                                                      |   | —                              |   | 4,115.5 |   | 925.5 |   | — |   | 5,041.0 |   |
| Cost of sales                                                                                                                        |   | —                              |   | (2,335.3 | ) | (683.1 | ) | 1.3 |   | (3,017.1 | ) |
| Warehouse and distribution costs                                                                                                     |   | —                              |   | (765.5 | ) | (121.7 | ) | — |   | (887.2 | ) |
| Selling, general and administrative costs                                                                                            |   | (13.4                               | )      | (427.6 | ) | (89.8 | ) | — |   | (530.8 | ) |
| Equity accounted result of subsidiaries  (less dividends received)                                                                   |   | 338.7                               |   | — |   | — |   | (338.7 | ) | — |   |
| Share of partnership net income                                                                                                      |   | —                              |   | — |   | (0.3 | ) | — |   | (0.3 | ) |
| Share of associate entities’ net profit                                                                                         |   | —                              |   | — |   | 23.5 |   | — |   | 23.5 |   |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| Operating profit                                                                                                                     |   | 325.3                               |   | 587.1 |   | 54.1 |   | (337.4 | ) | 629.1 |   |
| Other revenue from ordinary activities                                                                                               |   | —                              |   | 66.3 |   | 17.9 |   | — |   | 84.2 |   |
| Other expenses from ordinary activities                                                                                              |   | —                              |   | (56.6 | ) | (11.3 | ) | — |   | (67.9 | ) |
| Dividend income from controlled entities                                                                                             |   | —                              |   | — |   | — |   | — |   | — |   |
| Dividend income from others                                                                                                          |   | —                              |   | 0.3 |   | — |   | — |   | 0.3 |   |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Profit from  ordinary activities before finance and income tax**                                                                   |   | 325.3                               |   | 597.1 |   | 60.7 |   | (337.4 | ) | 645.7 |   |
| Interest income                                                                                                                      |   | —                              |   | 1.0 |   | 0.4 |   | — |   | 1.4 |   |
| Borrowing costs                                                                                                                      |   | —                              |   | (122.1 | ) | (3.0 | ) | — |   | (125.1 | ) |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Profit from  ordinary activities before income tax**                                                                               |   | 325.3                               |   | 476.0 |   | 58.1 |   | (337.4 | ) | 522.0 |   |
| Income tax benefit (expense) relating to  ordinary activities                                                                        |   | 4.0                                 |   | (185.2 | ) | (9.9 | ) | (0.4 | ) | (191.5 | ) |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Net Profit before  outside equity interests**                                                                                      |   | 329.3                               |   | 290.8 |   | 48.2 |   | (337.8 | ) | 330.5 |   |
| Net profit attributable to outside equity  interests                                                                                 |   | —                              |   | (0.7 | ) | (0.5 | ) | — |   | (1.2 | ) |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Net profit  attributable to members of Rinker Group Limited**                                                                      |   | 329.3                               |   | 290.1 |   | 47.7 |   | (337.8 | ) | 329.3 |   |
| (Decrease)/increase in currency translation  reserve arising on translation of self-sustaining foreign operations                    |   | —                              |   | (125.2 | ) | (1.1 | ) | (1.0 | ) | (127.3 | ) |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Total revenue,  expense and valuation adjustments attributable to members of Rinker Group  Limited recognised directly in equity** |   | —                              |   | (125.2 | ) | (1.1 | ) | (1.0 | ) | (127.3 | ) |
|                                                                                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| **Total changes in  equity other than those resulting from transactions with owners as owners**                                      |   | 329.3                               |   | 164.9 |   | 46.6 |   | (338.8 | ) | 202.0 |   |

 

F-65

----

 
|                                                        |   | **Year ended  March 31. 2004** |   |
|-------------------------------------------------------------|--------|-------------------------------------|--------|
| **Consolidated statement of  financial position**           |   | **Rinker  Group  Limited**          |   | **Rinker  Materials  Corporation and its  controlled entities** |   | **Non-  guarantor  subsidiaries** |   | **Consolidation  adjustments** |   | **Rinker  Group  Consolidated** |   |
|                                                        |   | **US$  million**                    |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Current assets**                                          |   |                                |   |   |   |   |   |   |   |   |   |
| Cash                                                        |   | 242.9                               |   | 60.5 |   | 25.3 |   | (0.2 | ) | 328.5 |   |
| Receivables                                                 |   | 6.5                                 |   | 366.6 |   | 271.7 |   | (112.1 | ) | 532.7 |   |
| Inventories                                                 |   | —                              |   | 193.1 |   | 57.1 |   | 13.7 |   | 263.9 |   |
| Other                                                       |   | 30.8                                |   | 23.0 |   | 5.9 |   | 0.9 |   | 60.6 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Current assets**                                          |   | 280.2                               |   | 643.2 |   | 360.0 |   | (97.7 | ) | 1,185.7 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Non-current assets**                                      |   |                                |   |   |   |   |   |   |   |   |   |
| Receivables                                                 |   | 333.9                               |   | 3.7 |   | 807.3 |   | (1,055.1 | ) | 89.8 |   |
| Inventories                                                 |   | —                              |   | 42.1 |   | — |   | — |   | 42.1 |   |
| Equity accounted investment in subsidiaries                 |   | 29.2                                |   | — |   | — |   | (29.2 | ) | — |   |
| Investments accounted for using the equity  method          |   | —                              |   | 4.3 |   | 139.1 |   | — |   | 143.4 |   |
| Other financial assets                                      |   | 1,622.0                             |   | 13.5 |   | — |   | (1,622.0 | ) | 13.5 |   |
| Property, plant and equipment                               |   | —                              |   | 1,299.6 |   | 416.1 |   | — |   | 1,715.7 |   |
| Intangibles                                                 |   | —                              |   | 826.4 |   | 12.4 |   | — |   | 838.8 |   |
| Deferred income tax assets                                  |   | 13.1                                |   | 41.3 |   | 15.7 |   | (9.9 | ) | 60.2 |   |
| Other assets                                                |   | 0.8                                 |   | 22.1 |   | 18.7 |   | (0.8 | ) | 40.8 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Non-current assets**                                      |   | 1,999.0                             |   | 2,253.0 |   | 1,409.3 |   | (2,717.0 | ) | 2,944.3 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Total assets**                                            |   | 2,279.2                             |   | 2,896.2 |   | 1,769.3 |   | (2,814.7 | ) | 4,130.0 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Current liabilities**                                     |   |                                |   |   |   |   |   |   |   |   |   |
| Payables                                                    |   | 1.8                                 |   | 337.4 |   | 260.5 |   | (139.9 | ) | 459.8 |   |
| Interest-bearing liabilities                                |   | —                              |   | 4.1 |   | 13.3 |   | — |   | 17.4 |   |
| Income tax liabilities                                      |   | —                              |   | 16.6 |   | 42.0 |   | (0.9 | ) | 57.7 |   |
| Provisions                                                  |   | —                              |   | 67.0 |   | 21.9 |   | — |   | 88.9 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Current liabilities**                                     |   | 1.8                                 |   | 425.1 |   | 337.7 |   | (140.8 | ) | 623.8 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Non-current  liabilities**                                |   |                                |   |   |   |   |   |   |   |   |   |
| Payables                                                    |   | 0.6                                 |   | 19.2 |   | 0.2 |   | (0.6 | ) | 19.4 |   |
| Interest-bearing liabilities                                |   | —                              |   | 1,203.8 |   | 735.4 |   | (1,026.8 | ) | 912.4 |   |
| Deferred income tax liabilities                             |   | 0.1                                 |   | 182.4 |   | 34.1 |   | 6.2 |   | 222.8 |   |
| Provisions                                                  |   | 1.0                                 |   | 42.9 |   | 27.1 |   | — |   | 71.0 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Non-current  liabilities**                                |   | 1.7                                 |   | 1,448.3 |   | 796.8 |   | (1,021.2 | ) | 1,225.6 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Total liabilities**                                       |   | 3.5                                 |   | 1,873.4 |   | 1,134.5 |   | (1,162.0 | ) | 1,849.4 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Net assets**                                              |   | 2,275.7                             |   | 1,022.8 |   | 634.8 |   | (1,652.7 | ) | 2,280.6 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Equity**                                                  |   |                                |   |   |   |   |   |   |   |   |   |
| Contributed equity                                          |   | 1,497.1                             |   | 785.5 |   | 493.3 |   | (1,278.8 | ) | 1,497.1 |   |
| Reserves                                                    |   | 115.1                               |   | — |   | 134.3 |   | (52.8 | ) | 196.6 |   |
| Retained profits                                            |   | 663.5                               |   | 232.4 |   | 7.2 |   | (321.1 | ) | 582.0 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Equity attributable  to members of Rinker Group Limited** |   | 2,275.7                             |   | 1,017.9 |   | 634.8 |   | (1,652.7 | ) | 2,275.7 |   |
| Outside equity interests in controlled  entities            |   | —                              |   | 4.9 |   | — |   | — |   | 4.9 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Total equity**                                            |   | 2,275.7                             |   | 1,022.8 |   | 634.8 |   | (1,652.7 | ) | 2,280.6 |   |

 

F-66

----

 
|                                                        |   | **Year ended  March 31, 2003** |   |
|-------------------------------------------------------------|--------|-------------------------------------|--------|
| **Combined statement of financial  position**               |   | **Rinker  Group  Limited**          |   | **Rinker  Materials  Corporation and its  controlled entities** |   | **Non-  guarantor  subsidiaries** |   | **Other  Consolidation  adjustments** |   | **Rinker  Group  Combined** |   |
|                                                        |   | **US$  million**                    |   |
| **Current assets**                                          |   |                                |   |   |   |   |   |   |   |   |   |
| Cash                                                        |   | —                              |   | 28.4 |   | 82.3 |   | 0.3 |   | 111.0 |   |
| Cash available from CSR                                     |   | —                              |   | 153.3 |   | — |   | — |   | 153.3 |   |
| Receivables                                                 |   | 36.5                                |   | 334.8 |   | 121.0 |   | (20.5 | ) | 471.8 |   |
| Inventories                                                 |   | —                              |   | 176.2 |   | 42.3 |   | 14.7 |   | 233.2 |   |
| Other                                                       |   | —                              |   | 17.9 |   | 4.7 |   | — |   | 22.6 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Current assets**                                          |   | 36.5                                |   | 710.6 |   | 250.3 |   | (5.5 | ) | 991.9 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Non-current assets**                                      |   |                                |   |   |   |   |   |   |   |   |   |
| Receivables                                                 |   | 204.7                               |   | 4.8 |   | 503.4 |   | (680.7 | ) | 32.2 |   |
| Inventories                                                 |   | —                              |   | 46.4 |   | — |   | — |   | 46.4 |   |
| Equity accounted investment in subsidiaries                 |   | 348.2                               |   | — |   | — |   | (348.2 | ) | — |   |
| Investments accounted for using the equity  method          |   | —                              |   | 4.8 |   | 151.7 |   | — |   | 156.5 |   |
| Other financial assets                                      |   | 1,290.0                             |   | 8.9 |   | 508.7 |   | (1,798.7 | ) | 8.9 |   |
| Property, plant and equipment                               |   | —                              |   | 1,299.6 |   | 302.1 |   | — |   | 1,601.7 |   |
| Intangibles                                                 |   | —                              |   | 894.4 |   | 2.1 |   | — |   | 896.5 |   |
| Deferred income tax assets                                  |   | 1.7                                 |   | 48.6 |   | 10.4 |   | — |   | 60.7 |   |
| Other assets                                                |   | —                              |   | 30.2 |   | 15.8 |   | — |   | 46.0 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Non-current assets**                                      |   | 1,844.6                             |   | 2,337.7 |   | 1,494.2 |   | (2,827.6 | ) | 2,848.9 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Total assets**                                            |   | 1,881.1                             |   | 3,048.3 |   | 1,744.5 |   | (2,833.1 | ) | 3,840.8 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Current liabilities**                                     |   |                                |   |   |   |   |   |   |   |   |   |
| Payables                                                    |   | 6.4                                 |   | 427.9 |   | 107.2 |   | (175.0 | ) | 366.5 |   |
| Interest-bearing liabilities                                |   | —                              |   | 157.5 |   | 4.2 |   | — |   | 161.7 |   |
| Income tax liabilities                                      |   | 0.3                                 |   | 9.4 |   | 0.5 |   | — |   | 10.2 |   |
| Provisions                                                  |   | —                              |   | 67.7 |   | 11.1 |   | 0.1 |   | 78.9 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Current liabilities**                                     |   | 6.7                                 |   | 662.5 |   | 123.0 |   | (174.9 | ) | 617.3 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Non-current  liabilities**                                |   |                                |   |   |   |   |   |   |   |   |   |
| Payables                                                    |   | —                              |   | 19.0 |   | 2.6 |   | — |   | 21.6 |   |
| Interest-bearing liabilities                                |   | —                              |   | 1,038.0 |   | 1,022.6 |   | (1,009.1 | ) | 1,051.5 |   |
| Deferred income tax liabilities                             |   | —                              |   | 164.9 |   | 31.9 |   | 5.8 |   | 202.6 |   |
| Provisions                                                  |   | 0.4                                 |   | 44.0 |   | 19.6 |   | (0.4 | ) | 63.6 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Non-current  liabilities**                                |   | 0.4                                 |   | 1,265.9 |   | 1,076.7 |   | (1,003.7 | ) | 1,339.3 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Total liabilities**                                       |   | 7.1                                 |   | 1,928.4 |   | 1,199.7 |   | (1,178.6 | ) | 1,956.6 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Net assets**                                              |   | 1,874.0                             |   | 1,119.9 |   | 544.8 |   | (1,654.5 | ) | 1,884.2 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Equity**                                                  |   |                                |   |   |   |   |   |   |   |   |   |
| Contributed equity                                          |   | 1,496.5                             |   | 785.5 |   | 493.3 |   | (1,278.8 | ) | 1,496.5 |   |
| Reserves                                                    |   | (305.1                              | )      | — |   | (4.9 | ) | 316.0 |   | 6.0 |   |
| Retained profits                                            |   | 682.6                               |   | 329.0 |   | 51.6 |   | (691.7 | ) | 371.5 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Equity attributable  to members of Rinker Group Limited** |   | 1,874.0                             |   | 1,114.5 |   | 540.0 |   | (1,654.5 | ) | 1,874.0 |   |
| Outside equity interests in controlled  entities            |   | —                              |   | 5.4 |   | 4.8 |   | — |   | 10.2 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Total equity**                                            |   | 1,874.0                             |   | 1,119.9 |   | 544.8 |   | (1,654.5 | ) | 1,884.2 |   |

 

F-67

----

 
|                                                        |   | **Year ended  March 31, 2004** |   |
|-------------------------------------------------------------|--------|-------------------------------------|--------|
| **Consolidated statement of  financial position**           |   | **Rinker  Group  Limited**          |   | **Rinker  Materials  Corporation and its  controlled entities** |   | **Non-  guarantor  subsidiaries** |   | **Other  Consolidation  adjustments** |   | **Rinker  Group  Consolidated** |   |
|                                                        |   | **A$ million**                      |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Current assets**                                          |   |                                |   |   |   |   |   |   |   |   |   |
| Cash                                                        |   | 321.6                               |   | 79.9 |   | 33.6 |   | — |   | 435.1 |   |
| Receivables                                                 |   | 8.6                                 |   | 485.9 |   | 359.8 |   | (148.8 | ) | 705.5 |   |
| Inventories                                                 |   | —                              |   | 255.8 |   | 75.6 |   | 18.1 |   | 349.5 |   |
| Other                                                       |   | 40.8                                |   | 30.4 |   | 7.8 |   | 1.2 |   | 80.2 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Current assets**                                          |   | 371.0                               |   | 852.0 |   | 476.8 |   | (129.5 | ) | 1,570.3 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Non-current assets**                                      |   |                                |   |   |   |   |   |   |   |   |   |
| Receivables                                                 |   | 442.1                               |   | 5.0 |   | 1,069.0 |   | (1,397.1 | ) | 119.0 |   |
| Inventories                                                 |   | —                              |   | 55.7 |   | — |   | — |   | 55.7 |   |
| Equity accounted investment in subsidiaries                 |   | 38.4                                |   | — |   | — |   | (38.4 | ) | — |   |
| Investments accounted for using the equity  method          |   | —                              |   | 5.7 |   | 184.2 |   | — |   | 189.9 |   |
| Other financial assets                                      |   | 2,147.8                             |   | 17.8 |   | — |   | (2,147.8 | ) | 17.8 |   |
| Property, plant and equipment                               |   | —                              |   | 1,720.8 |   | 551.0 |   | — |   | 2,271.8 |   |
| Intangibles                                                 |   | —                              |   | 1,094.3 |   | 16.4 |   | — |   | 1,110.7 |   |
| Deferred income tax assets                                  |   | 17.4                                |   | 54.7 |   | 20.8 |   | (13.2 | ) | 79.7 |   |
| Other assets                                                |   | 1.3                                 |   | 29.4 |   | 24.6 |   | (1.3 | ) | 54.0 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Non-current assets**                                      |   | 2,647.0                             |   | 2,983.4 |   | 1,866.0 |   | (3,597.8 | ) | 3,898.6 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Total assets**                                            |   | 3,018.0                             |   | 3,835.4 |   | 2,342.8 |   | (3,727.3 | ) | 5,468.9 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Current liabilities**                                     |   |                                |   |   |   |   |   |   |   |   |   |
| Payables                                                    |   | 2.4                                 |   | 447.2 |   | 345.0 |   | (185.7 | ) | 608.9 |   |
| Interest-bearing liabilities                                |   | —                              |   | 5.4 |   | 17.6 |   | — |   | 23.0 |   |
| Income tax liabilities                                      |   | —                              |   | 22.0 |   | 55.6 |   | (1.2 | ) | 76.4 |   |
| Provisions                                                  |   | —                              |   | 88.8 |   | 29.0 |   | — |   | 117.8 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Current liabilities**                                     |   | 2.4                                 |   | 563.4 |   | 447.2 |   | (186.9 | ) | 826.1 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Non-current  liabilities**                                |   |                                |   |   |   |   |   |   |   |   |   |
| Payables                                                    |   | 0.8                                 |   | 25.4 |   | 0.3 |   | (0.8 | ) | 25.7 |   |
| Interest-bearing liabilities                                |   | —                              |   | 1,594.0 |   | 973.8 |   | (1,359.6 | ) | 1,208.2 |   |
| Deferred income tax liabilities                             |   | 0.1                                 |   | 241.5 |   | 45.1 |   | 8.4 |   | 295.1 |   |
| Provisions                                                  |   | 1.4                                 |   | 56.8 |   | 35.8 |   | — |   | 94.0 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Non-current  liabilities**                                |   | 2.3                                 |   | 1,917.7 |   | 1,055.0 |   | (1,352.0 | ) | 1,623.0 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Total liabilities**                                       |   | 4.7                                 |   | 2,481.1 |   | 1,502.2 |   | (1,538.9 | ) | 2,449.1 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Net assets**                                              |   | 3,013.3                             |   | 1,354.3 |   | 840.6 |   | (2,188.4 | ) | 3,019.8 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Equity**                                                  |   |                                |   |   |   |   |   |   |   |   |   |
| Contributed equity                                          |   | 2,286.2                             |   | 1,177.5 |   | 821.4 |   | (1,998.9 | ) | 2,286.2 |   |
| Reserves                                                    |   | 16.4                                |   | (268.2 | ) | 8.5 |   | (61.0 | ) | (304.3 | ) |
| Retained profits                                            |   | 710.7                               |   | 438.5 |   | 10.7 |   | (128.5 | ) | 1,031.4 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Equity attributable  to members of Rinker Group Limited** |   | 3,013.3                             |   | 1,347.8 |   | 840.6 |   | (2,188.4 | ) | 3,013.3 |   |
| Outside equity interests in controlled  entities            |   | —                              |   | 6.5 |   | — |   | — |   | 6.5 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Total equity**                                            |   | 3,013.3                             |   | 1,354.3 |   | 840.6 |   | (2,188.4 | ) | 3,019.8 |   |

 

F-68

----

 
|                                                        |   | **Year ended  March 31, 2003** |   |
|-------------------------------------------------------------|--------|-------------------------------------|--------|
| **Consolidated statement of  financial position**           |   | **Rinker  Group  Limited**          |   | **Rinker  Materials  Corporation and its  controlled entities** |   | **Non-  guarantor  subsidiaries** |   | **Other  Consolidation  adjustments** |   | **Rinker  Group  Consolidated** |   |
|                                                        |   | **A$ million**                      |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Current assets**                                          |   |                                |   |   |   |   |   |   |   |   |   |
| Cash                                                        |   | —                              |   | 47.1 |   | 137.0 |   | 0.7 |   | 184.8 |   |
| Cash available from CSR Limited                             |   | —                              |   | 255.3 |   | — |   | — |   | 255.3 |   |
| Receivables                                                 |   | 60.8                                |   | 557.4 |   | 201.5 |   | (34.1 | ) | 785.6 |   |
| Inventories                                                 |   | —                              |   | 293.4 |   | 70.2 |   | 24.6 |   | 388.2 |   |
| Other                                                       |   | —                              |   | 29.8 |   | 7.8 |   | — |   | 37.6 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Current assets**                                          |   | 60.8                                |   | 1,183.0 |   | 416.5 |   | (8.8 | ) | 1,651.5 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Non-current assets**                                      |   |                                |   |   |   |   |   |   |   |   |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| Receivables                                                 |   | 340.9                               |   | 8.0 |   | 838.2 |   | (1,133.5 | ) | 53.6 |   |
| Inventories                                                 |   | —                              |   | 77.3 |   | — |   | — |   | 77.3 |   |
| Equity accounted investment in subsidiaries                 |   | 579.8                               |   | — |   | — |   | (579.8 | ) | — |   |
| Investments accounted for using the equity  method          |   | —                              |   | 7.9 |   | 252.6 |   | — |   | 260.5 |   |
| Other financial assets                                      |   | 2,147.8                             |   | 14.8 |   | 847.0 |   | (2,994.8 | ) | 14.8 |   |
| Property, plant and equipment                               |   | —                              |   | 2,163.8 |   | 503.0 |   | — |   | 2,666.8 |   |
| Intangibles                                                 |   | —                              |   | 1,489.1 |   | 3.6 |   | — |   | 1,492.7 |   |
| Deferred income tax assets                                  |   | 2.9                                 |   | 80.9 |   | 17.3 |   | — |   | 101.1 |   |
| Other assets                                                |   | —                              |   | 50.3 |   | 26.3 |   | — |   | 76.6 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Non-current assets**                                      |   | 3,071.4                             |   | 3,892.1 |   | 2,488.0 |   | (4,708.1 | ) | 4,743.4 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Total assets**                                            |   | 3,132.2                             |   | 5,075.1 |   | 2,904.5 |   | (4,716.9 | ) | 6,394.9 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Current liabilities**                                     |   |                                |   |   |   |   |   |   |   |   |   |
| Payables                                                    |   | 10.7                                |   | 712.4 |   | 178.5 |   | (291.3 | ) | 610.3 |   |
| Interest-bearing liabilities                                |   | —                              |   | 262.2 |   | 7.0 |   | — |   | 269.2 |   |
| Income tax liabilities                                      |   | 0.5                                 |   | 15.6 |   | 0.9 |   | — |   | 17.0 |   |
| Provisions                                                  |   | —                              |   | 112.8 |   | 18.4 |   | 0.1 |   | 131.3 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Current liabilities**                                     |   | 11.2                                |   | 1,103.0 |   | 204.8 |   | (291.2 | ) | 1,027.8 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Non-current  liabilities**                                |   |                                |   |   |   |   |   |   |   |   |   |
| Payables                                                    |   | —                              |   | 31.6 |   | 4.3 |   | — |   | 35.9 |   |
| Interest-bearing liabilities                                |   | —                              |   | 1,728.3 |   | 1,702.7 |   | (1,680.3 | ) | 1,750.7 |   |
| Deferred income tax liabilities                             |   | —                              |   | 274.6 |   | 53.1 |   | 9.7 |   | 337.4 |   |
| Provisions                                                  |   | 0.7                                 |   | 73.2 |   | 32.7 |   | (0.7 | ) | 105.9 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Non-current  liabilities**                                |   | 0.7                                 |   | 2,107.7 |   | 1,792.8 |   | (1,671.3 | ) | 2,229.9 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Total liabilities**                                       |   | 11.9                                |   | 3,210.7 |   | 1,997.6 |   | (1,962.5 | ) | 3,257.7 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Net assets**                                              |   | 3,120.3                             |   | 1,864.4 |   | 906.9 |   | (2,754.4 | ) | 3,137.2 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Equity**                                                  |   |                                |   |   |   |   |   |   |   |   |   |
| Contributed equity                                          |   | 2,285.4                             |   | 1,177.5 |   | 876.1 |   | (2,053.6 | ) | 2,285.4 |   |
| Reserves                                                    |   | 16.4                                |   | 92.6 |   | 12.0 |   | (13.1 | ) | 107.9 |   |
| Retained profits                                            |   | 818.5                               |   | 585.3 |   | 10.9 |   | (687.7 | ) | 727.0 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Equity attributable  to members of Rinker Group Limited** |   | 3,120.3                             |   | 1,855.4 |   | 899.0 |   | (2,754.4 | ) | 3,120.3 |   |
| Outside equity interests in controlled  entities            |   | —                              |   | 9.0 |   | 7.9 |   | — |   | 16.9 |   |
|                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| **Total equity**                                            |   | 3,120.3                             |   | 1,864.4 |   | 906.9 |   | (2,754.4 | ) | 3,137.2 |   |

 

F-69

----

 
|                                                                              |   | **Year ended  March 31, 2004** |   |
|-----------------------------------------------------------------------------------|--------|-------------------------------------|--------|
| **Consolidated Statement of cash  flows**                                         |   | **Rinker  Group  Limited**          |   | **Rinker  Materials  Corporation and its  controlled entities** |   | **Non-  guarantor  companies(a)** |   | **Consolidation  adjustments** |   | **Rinker  Group  Consolidated** |   |
|                                                                              |   | **US$  million**                    |   |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Cash flows from  operating activities**                                         |   |                                |   |   |   |   |   |   |   |   |   |
| Receipts from customers                                                           |   | 4.9                                 |   | 2,954.9 |   | 902.6 |   | (5.2 | ) | 3,857.2 |   |
| Payments to suppliers and employees                                               |   | (15.4                               | )      | (2,335.5 | ) | (790.9 | ) | 39.1 |   | (3,102.7 | ) |
| Dividends, and distributions from associate  entities and controlled entities     |   | 386.9                               |   | 1.6 |   | 11.5 |   | (386.9 | ) | 13.1 |   |
| Interest received                                                                 |   | 12.6                                |   | 0.4 |   | 3.7 |   | (6.0 | ) | 10.7 |   |
| Income taxes paid                                                                 |   | (34.5                               | )      | (82.0 | ) | (0.9 | ) | (0.3 | ) | (117.7 | ) |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Net cash from  operating activities**                                           |   | 354.5                               |   | 539.4 |   | 126.0 |   | (359.3 | ) | 660.6 |   |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Cash flows from  investing activities**                                         |   |                                |   |   |   |   |   |   |   |   |   |
| Purchase of property, plant and equipment  and other non-current assets           |   | —                              |   | (178.9 | ) | (59.3 | ) | 13.8 |   | (224.4 | ) |
| Proceeds from sale of property, plant and  equipment and other non-current assets |   | —                              |   | 27.6 |   | 11.2 |   | (13.5 | ) | 25.3 |   |
| Purchase of controlled entities and  businesses net of cash acquired              |   | —                              |   | (6.9 | ) | (28.8 | ) | (0.3 | ) | (36.0 | ) |
| Proceeds from sale of interests in  controlled entities and businesses            |   | —                              |   | 4.3 |   | — |   | — |   | 4.3 |   |
| Loans and receivables advanced                                                    |   | (2.4                                | )      | — |   | (13.9 | ) | — |   | (16.3 | ) |
| Loans and receivables repaid                                                      |   | 39.4                                |   | 2.5 |   | 13.4 |   | (39.2 | ) | 16.1 |   |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Net cash (used in)  from investing activities**                                 |   | 37.0                                |   | (151.4 | ) | (77.4 | ) | (39.2 | ) | (231.0 | ) |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Cash flows from  financing activities**                                         |   |                                |   |   |   |   |   |   |   |   |   |
| Net proceeds from (repayment of) borrowings                                       |   | 0.6                                 |   | (151.8 | ) | (29.1 | ) | (117.6 | ) | (297.9 | ) |
| Cash received from CSR                                                            |   | —                              |   | 149.9 |   | — |   | 42.7 |   | 192.6 |   |
| Dividends paid                                                                    |   | (85.6                               | )      | (300.0 | ) | (86.9 | ) | 386.9 |   | (85.6 | ) |
| Net financing of controlled entities                                              |   | (86.1                               | )      | — |   | — |   | 86.1 |   | — |   |
| Outside equity interest distributions                                             |   | —                              |   | (1.4 | ) | — |   | — |   | (1.4 | ) |
| Proceeds from issue of shares                                                     |   | 0.5                                 |   | — |   | — |   | 0.1 |   | 0.6 |   |
| Interest and other finance costs paid                                             |   | —                              |   | (52.6 | ) | (0.4 | ) | — |   | (53.0 | ) |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Net cash used in  financing activities**                                        |   | (170.6                              | )      | (355.9 | ) | (116.4 | ) | 398.2 |   | (244.7 | ) |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Net (decrease)  increase in cash held**                                         |   | 220.9                               |   | 32.1 |   | (67.8 | ) | (0.3 | ) | 184.9 |   |
| Cash at the beginning of the financial year                                       |   | —                              |   | 28.4 |   | 82.3 |   | 0.3 |   | 111.0 |   |
| Effects of exchange rate changes                                                  |   | 22.0                                |   | — |   | 10.8 |   | (0.2 | ) | 32.6 |   |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Net cash at the end  of the financial year**                                    |   | 242.9                               |   | 60.5 |   | 25.3 |   | (0.2 | ) | 328.5 |   |

 

----

(a)               Includes allocations from CSR Limited andother legal entities that carried out businesses now operated by the Rinkergroup.

 

F-70

----

 
|                                                                              |   | **Year ended  March 31, 2003** |   |
|-----------------------------------------------------------------------------------|--------|-------------------------------------|--------|
| **Consolidated Statement of cash  flows**                                         |   | **Rinker  Group  Limited**          |   | **Rinker  Materials  Corporation and its  controlled entities** |   | **Non-  guarantor  companies(a)** |   | **Consolidation  adjustments** |   | **Rinker  Group  Consolidated** |   |
|                                                                              |   | **US$ million**                     |   |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Cash flows from  operating activities**                                         |   |                                |   |   |   |   |   |   |   |   |   |
| Receipts from customers                                                           |   | —                              |   | 2,411.9 |   | 621.0 |   | — |   | 3,032.9 |   |
| Payments to suppliers and employees                                               |   | —                              |   | (1,935.7 | ) | (503.6 | ) | — |   | (2,439.3 | ) |
| Dividends, and distributions from associate  entities and controlled entities     |   | —                              |   | 0.1 |   | 19.6 |   | — |   | 19.7 |   |
| Interest received                                                                 |   | —                              |   | 0.5 |   | 0.1 |   | — |   | 0.6 |   |
| Income taxes paid                                                                 |   | —                              |   | (83.7 | ) | (15.9 | ) | — |   | (99.6 | ) |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Net cash from  operating activities**                                           |   | —                              |   | 393.1 |   | 121.2 |   | — |   | 514.3 |   |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Cash flows from  investing activities**                                         |   |                                |   |   |   |   |   |   |   |   |   |
| Purchase of property, plant and equipment  and other non-current assets           |   | —                              |   | (97.6 | ) | (31.6 | ) | — |   | (129.2 | ) |
| Proceeds from sale of property, plant and  equipment and other non-current assets |   | —                              |   | 28.3 |   | 15.4 |   | — |   | 43.7 |   |
| Purchase of controlled entities and  businesses net of cash acquired              |   | —                              |   | (531.9 | ) | — |   | — |   | (531.9 | ) |
| Proceeds from sale of interests in  controlled entities and businesses            |   | —                              |   | 26.0 |   | — |   | — |   | 26.0 |   |
| Loans and receivables advanced                                                    |   | —                              |   | — |   | (2.3 | ) | — |   | (2.3 | ) |
| Loans and receivables repaid                                                      |   | —                              |   | 1.2 |   | — |   | — |   | 1.2 |   |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Net cash (used in)  from investing activities**                                 |   | —                              |   | (574.0 | ) | (18.5 | ) | — |   | (592.5 | ) |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Cash flows from  financing activities**                                         |   |                                |   |   |   |   |   |   |   |   |   |
| Net proceeds from (repayment of) borrowings                                       |   | —                              |   | 244.9 |   | (21.2 | ) | — |   | 223.7 |   |
| Net financing of controlled entities                                              |   | —                              |   | 11.8 |   | (11.8 | ) | — |   | — |   |
| Interest and other finance costs paid                                             |   | —                              |   | (50.6 | ) | (0.4 | ) | — |   | (51.0 | ) |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Net cash used in  financing activities**                                        |   | —                              |   | 206.1 |   | (33.4 | ) | — |   | 172.7 |   |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Net (decrease)  increase in cash held**                                         |   | —                              |   | 24.5 |   | 70.0 |   | — |   | 94.5 |   |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| Cash at the beginning of the financial year                                       |   | —                              |   | 3.8 |   | 11.0 |   | — |   | 14.8 |   |
| Effects of exchange rate changes                                                  |   | —                              |   | — |   | 1.7 |   | — |   | 1.7 |   |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Net cash at the end  of the financial year**                                    |   | —                              |   | 28.3 |   | 82.7 |   | — |   | 111.0 |   |

 

----

(a)               Includes allocations from CSR Limited andother legal entities that carried out businesses now operated by the Rinkergroup.

 

F-71

----

 
|                                                                              |   | **Year ended  March 31. 2002** |   |
|-----------------------------------------------------------------------------------|--------|-------------------------------------|--------|
| **Consolidated Statement of cash  flows**                                         |   | **Rinker  Group  Limited**          |   | **Rinker  Materials  Corporation and its  controlled entities** |   | **Non-  guarantor  companies(a)** |   | **Consolidation  adjustments** |   | **Rinker  Group  Consolidated** |   |
|                                                                              |   | **US$ million**                     |   |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Cash flows from  operating activities**                                         |   |                                |   |   |   |   |   |   |   |   |   |
| Receipts from customers                                                           |   | —                              |   | 2,108.2 |   | 527.8 |   | — |   | 2,636.0 |   |
| Payments to suppliers and employees                                               |   | —                              |   | (1,650.1 | ) | (476.9 | ) | — |   | (2,127.0 | ) |
| Dividends, and distributions from associate  entities and controlled entities     |   | —                              |   | 0.2 |   | 11.3 |   | — |   | 11.5 |   |
| Interest received                                                                 |   | —                              |   | 1.5 |   | (0.7 | ) | — |   | 0.8 |   |
| Income taxes paid                                                                 |   | —                              |   | (70.1 | ) | (5.8 | ) | — |   | (75.9 | ) |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Net cash from  operating activities**                                           |   | —                              |   | 389.7 |   | 55.7 |   | — |   | 445.4 |   |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Cash flows from  investing activities**                                         |   |                                |   |   |   |   |   |   |   |   |   |
| Purchase of property, plant and equipment  and other non-current assets           |   | —                              |   | (143.9 | ) | (21.8 | ) | — |   | (165.7 | ) |
| Proceeds from sale of property, plant and  equipment and other non-current assets |   | —                              |   | 17.1 |   | 6.0 |   | — |   | 23.1 |   |
| Purchase of controlled entities and  businesses net of cash acquired              |   | —                              |   | (79.0 | ) | — |   | — |   | (79.0 | ) |
| Proceeds from sale of interests in  controlled entities and businesses            |   | —                              |   | 16.7 |   | — |   | — |   | 16.7 |   |
| Loans and receivables advanced                                                    |   | —                              |   | (0.1 | ) | (0.4 | ) | — |   | (0.5 | ) |
| Loans and receivables repaid                                                      |   | —                              |   | 5.1 |   | — |   | — |   | 5.1 |   |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Net cash (used in)  from investing activities**                                 |   | —                              |   | (184.1 | ) | (16.2 | ) | — |   | (200.3 | ) |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Cash flows from  financing activities**                                         |   |                                |   |   |   |   |   |   |   |   |   |
| Net proceeds from (repayment of) borrowings                                       |   | —                              |   | (136.7 | ) | (66.7 | ) | — |   | (203.4 | ) |
| Dividends paid                                                                    |   | —                              |   | (0.5 | ) | — |   | — |   | (0.5 | ) |
| Net financing of controlled entities                                              |   | —                              |   | (34.8 | ) | 34.8 |   | — |   | — |   |
| Interest and other finance costs paid                                             |   | —                              |   | (48.8 | ) | (7.4 | ) | — |   | (56.2 | ) |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Net cash used in  financing activities**                                        |   | —                              |   | (220.8 | ) | (39.3 | ) | — |   | (260.1 | ) |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Net (decrease)  increase in cash held**                                         |   | —                              |   | (15.2 | ) | 0.2 |   | — |   | (15.0 | ) |
| Cash at the beginning of the financial year                                       |   | —                              |   | 19.0 |   | 9.7 |   | — |   | 28.7 |   |
| Effects of exchange rate changes                                                  |   | —                              |   | — |   | 1.1 |   | — |   | 1.1 |   |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Net cash at the end  of the financial year**                                    |   | —                              |   | 3.8 |   | 11.0 |   | — |   | 14.8 |   |

 

----

(a)               Includes allocations from CSR Limited andother legal entities that carried out businesses now operated by the Rinkergroup.

 

F-72

----

 
|                                                                              |   | **Year ended  March 31, 2004** |   |
|-----------------------------------------------------------------------------------|--------|-------------------------------------|--------|
| **Consolidated Statement of cash  flows**                                         |   | **Rinker  Group  Limited**          |   | **Rinker  Materials  Corporation and its  controlled entities** |   | **Non-  guarantor  companies(a)** |   | **Consolidation  adjustments** |   | **Rinker  Group  Consolidated** |   |
|                                                                              |   | **A$ million**                      |   |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Cash flows from  operating activities**                                         |   |                                |   |   |   |   |   |   |   |   |   |
| Receipts from customers                                                           |   | 6.9                                 |   | 4,254.7 |   | 1,288.1 |   | (6.9 | ) | 5,542.8 |   |
| Payments to suppliers and employees                                               |   | (22.0                               | )      | (3,371.4 | ) | (1,134.5 | ) | 55.0 |   | (4,472.9 | ) |
| Dividends, and distributions from associate  entities and controlled entities     |   | 558.9                               |   | 2.1 |   | 15.3 |   | (558.9 | ) | 17.4 |   |
| Interest received                                                                 |   | 17.5                                |   | 0.7 |   | 5.2 |   | (8.4 | ) | 15.0 |   |
| Income taxes paid                                                                 |   | (45.4                               | )      | (108.4 | ) | (1.2 | ) | (0.3 | ) | (155.3 | ) |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Net cash (used in)  from operating activities**                                 |   | 515.9                               |   | 777.7 |   | 172.9 |   | (519.5 | ) | 947.0 |   |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Cash flows from  investing activities**                                         |   |                                |   |   |   |   |   |   |   |   |   |
| Purchase of property, plant and equipment  and other non-current assets           |   | —                              |   | (255.3 | ) | (84.6 | ) | (0.3 | ) | (340.2 | ) |
| Proceeds from sale of property, plant and  equipment and other non-current assets |   | —                              |   | 39.1 |   | 15.8 |   | 0.1 |   | 55.0 |   |
| Purchase of controlled entities and  businesses net of cash acquired              |   | —                              |   | (9.9 | ) | (39.5 | ) | 0.2 |   | (49.2 | ) |
| Proceeds from sale of interests in  controlled entities and businesses            |   | —                              |   | 5.8 |   | — |   | — |   | 5.8 |   |
| Loans and receivables advanced                                                    |   | (3.1                                | )      | (0.1 | ) | (20.1 | ) | — |   | (23.3 | ) |
| Loans and receivables repaid                                                      |   | 60.5                                |   | 3.8 |   | 19.8 |   | (60.3 | ) | 23.8 |   |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Net cash (used in)  from investing activities**                                 |   | 57.4                                |   | (216.6 | ) | (108.6 | ) | (60.3 | ) | (328.1 | ) |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Cash flows from  financing activities**                                         |   |                                |   |   |   |   |   |   |   |   |   |
| Net proceeds from (repayment of) borrowings                                       |   | 0.8                                 |   | (234.5 | ) | (52.5 | ) | (169.3 | ) | (455.5 | ) |
| Cash received from CSR Limited                                                    |   | —                              |   | 255.3 |   | — |   | 60.2 |   | 315.5 |   |
| Net financing of controlled entities                                              |   | (130.5                              | )      | — |   | — |   | 130.5 |   | — |   |
| Dividends paid                                                                    |   | (122.8                              | )      | (444.0 | ) | (114.9 | ) | 558.9 |   | (122.8 | ) |
| Dividends paid to outside equity interest                                         |   | —                              |   | (1.8 | ) | — |   | — |   | (1.8 | ) |
| Proceeds from issue of shares                                                     |   | 0.8                                 |   | — |   | — |   | — |   | 0.8 |   |
| Interest and other finance costs paid                                             |   | —                              |   | (74.6 | ) | (0.5 | ) | 0.1 |   | (75.0 | ) |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Net cash (used in)  from financing activities**                                 |   | (251.7                              | )      | (499.6 | ) | (167.9 | ) | 580.4 |   | (338.8 | ) |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Net (decrease)  increase in cash held**                                         |   | 321.6                               |   | 61.5 |   | (103.6 | ) | 0.6 |   | 280.1 |   |
| Cash at the beginning of the financial year                                       |   | —                              |   | 47.1 |   | 137.0 |   | 0.7 |   | 184.8 |   |
| Effects of exchange rate changes                                                  |   | —                              |   | (28.7 | ) | 0.2 |   | (1.3 | ) | (29.8 | ) |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Net cash at the end  of the financial year**                                    |   | 321.6                               |   | 79.9 |   | 33.6 |   | — |   | 435.1 |   |

 

----

(a)               Includes allocations from CSR Limited andother legal entities that carried out businesses now operated by the Rinkergroup.

 

F-73

----

 
|                                                                              |   | **Year ended  March 31, 2003** |   |
|-----------------------------------------------------------------------------------|--------|-------------------------------------|--------|
| **Consolidated Statement of cash  flows**                                         |   | **Rinker  Group  Limited**          |   | **Rinker  Materials  Corporation and its  controlled entities** |   | **Non-  guarantor  companies(a)** |   | **Consolidation  adjustments** |   | **Rinker  Group  Consolidated** |   |
|                                                                              |   | **A$ million**                      |   |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Cash flows from  operating activities**                                         |   |                                |   |   |   |   |   |   |   |   |   |
| Receipts from customers                                                           |   | —                              |   | 4,265.7 |   | 1,099.1 |   | — |   | 5,364.8 |   |
| Payments to suppliers and employees                                               |   | —                              |   | (3,433.4 | ) | (881.2 | ) | — |   | (4,314.6 | ) |
| Dividends, and distributions from associate  entities and controlled entities     |   | —                              |   | 0.2 |   | 33.9 |   | — |   | 34.1 |   |
| Interest received                                                                 |   | —                              |   | 0.9 |   | 0.3 |   | — |   | 1.2 |   |
| Income taxes paid                                                                 |   | —                              |   | (145.1 | ) | (27.7 | ) | — |   | (172.8 | ) |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Net cash from  operating activities**                                           |   | —                              |   | 688.3 |   | 224.4 |   | — |   | 912.7 |   |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Cash flows from  investing activities**                                         |   |                                |   |   |   |   |   |   |   |   |   |
| Purchase of property, plant and equipment  and other non-current assets           |   | —                              |   | (170.9 | ) | (62.6 | ) | — |   | (233.5 | ) |
| Proceeds from sale of property, plant and  equipment and other non-current assets |   | —                              |   | 50.5 |   | 27.1 |   | — |   | 77.6 |   |
| Purchase of controlled entities and  businesses net of cash acquired              |   | —                              |   | (971.8 | ) | — |   | — |   | (971.8 | ) |
| Proceeds from sale of interests in  controlled entities and businesses            |   | —                              |   | 45.5 |   | — |   | — |   | 45.5 |   |
| Loans and receivables advanced                                                    |   | —                              |   | — |   | (3.9 | ) | — |   | (3.9 | ) |
| Loans and receivables repaid                                                      |   | —                              |   | 2.5 |   | — |   | — |   | 2.5 |   |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Net cash (used in)  from investing activities**                                 |   | —                              |   | (1,044.2 | ) | (39.4 | ) | — |   | (1,083.6 | ) |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Cash flows from  financing activities**                                         |   |                                |   |   |   |   |   |   |   |   |   |
| Net proceeds from (repayment of) borrowings                                       |   | —                              |   | 465.2 |   | (43.0 | ) | — |   | 422.2 |   |
| Net financing of controlled entities                                              |   | —                              |   | 23.5 |   | (23.5 | ) | — |   | — |   |
| Interest and other finance costs paid                                             |   | —                              |   | (88.7 | ) | (0.9 | ) | — |   | (89.6 | ) |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Net cash used in  financing activities**                                        |   | —                              |   | 400.0 |   | (67.4 | ) | — |   | 332.6 |   |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Net (decrease)  increase in cash held**                                         |   | —                              |   | 44.1 |   | 117.6 |   | — |   | 161.7 |   |
| Cash at the beginning of the financial year                                       |   | —                              |   | 7.0 |   | 21.0 |   | — |   | 28.0 |   |
| Effects of exchange rate changes                                                  |   | —                              |   | (4.0 | ) | (0.9 | ) | — |   | (4.9 | ) |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Net cash at the end  of the financial year**                                    |   | —                              |   | 47.1 |   | 137.7 |   | — |   | 184.8 |   |

 

----

(a)                                  Includes allocations from CSR Limited andother legal entities that carried out businesses now operated by the Rinkergroup.

 

F-74

----

 
|                                                                              |   | **Year ended  March 31, 2002** |   |
|-----------------------------------------------------------------------------------|--------|-------------------------------------|--------|
| **Consolidated Statement of cash  flows**                                         |   | **Rinker  Group  Limited**          |   | **Rinker  Materials  Corporation and its  controlled entities** |   | **Non-  guarantor  companies(a)** |   | **Consol-  idation  adjustments** |   | **Rinker  Group  Consolidated** |   |
|                                                                              |   | **A$ million**                      |   |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Cash flows from  operating activities**                                         |   |                                |   |   |   |   |   |   |   |   |   |
| Receipts from customers                                                           |   | —                              |   | 4,134.0 |   | 1,025.8 |   | — |   | 5,159.8 |   |
| Payments to suppliers and employees                                               |   | —                              |   | (3,247.4 | ) | (921.4 | ) | — |   | (4,168.8 | ) |
| Dividends, and distributions from associate  entities and controlled entities     |   | —                              |   | 0.3 |   | 22.6 |   | — |   | 22.9 |   |
| Interest received                                                                 |   | —                              |   | 3.7 |   | (2.3 | ) | — |   | 1.4 |   |
| Income taxes paid                                                                 |   | —                              |   | (135.6 | ) | (11.3 | ) | — |   | (146.9 | ) |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Net cash from  operating activities**                                           |   | —                              |   | 755.0 |   | 113.4 |   | — |   | 868.4 |   |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Cash flows from  investing activities**                                         |   |                                |   |   |   |   |   |   |   |   |   |
| Purchase of property, plant and equipment  and other non-current assets           |   | —                              |   | (281.3 | ) | (42.2 | ) | — |   | (323.5 | ) |
| Proceeds from sale of property, plant and  equipment and other non-current assets |   | —                              |   | 33.8 |   | 11.5 |   | — |   | 45.3 |   |
| Purchase of controlled entities and  businesses net of cash acquired              |   | —                              |   | (157.3 | ) | — |   | — |   | (157.3 | ) |
| Proceeds from sale of interests in  controlled entities and businesses            |   | —                              |   | 32.6 |   | — |   | — |   | 32.6 |   |
| Loans and receivables advanced                                                    |   | —                              |   | (0.2 | ) | (0.9 | ) | — |   | (1.1 | ) |
| Loans and receivables repaid                                                      |   | —                              |   | 9.9 |   | — |   | — |   | 9.9 |   |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Net cash (used in)  from investing activities**                                 |   | —                              |   | (362.5 | ) | (31.6 | ) | — |   | (394.1 | ) |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Cash flows from  financing activities**                                         |   |                                |   |   |   |   |   |   |   |   |   |
| Net proceeds from (repayment of) borrowings                                       |   | —                              |   | (253.0 | ) | (136.9 | ) | — |   | (389.9 | ) |
| Dividends paid                                                                    |   | —                              |   | (1.1 | ) | — |   | — |   | (1.1 | ) |
| Net financing of controlled entities                                              |   | —                              |   | (73.2 | ) | 73.2 |   | — |   | — |   |
| Interest and other finance costs paid                                             |   | —                              |   | (95.8 | ) | (16.0 | ) | — |   | (111.8 | ) |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Net cash used in  financing activities**                                        |   | —                              |   | (423.1 | ) | (79.7 | ) | — |   | (502.8 | ) |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Net (decrease)  increase in cash held**                                         |   | —                              |   | (30.6 | ) | 2.1 |   | — |   | (28.5 | ) |
| Cash at the beginning of the financial year                                       |   | —                              |   | 38.7 |   | 19.7 |   | — |   | 58.4 |   |
| Effects of exchange rate changes                                                  |   | —                              |   | (1.1 | ) | (0.8 | ) | — |   | (1.9 | ) |
|                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Net cash at the end  of the financial year**                                    |   | —                              |   | 7.0 |   | 21.0 |   | — |   | 28.0 |   |

 

----

(a)                                  Includes allocations from CSR Limited andother legal entities that carried out businesses now operated by the Rinkergroup.

 

F-75

----

 
|                                                                                                                      |   | **Year ended  March 31, 2004** |   |
|---------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------|--------|
| **United States generally accepted  accounting principles (US GAAP)  information**                                        |   | **Rinker  Group  Limited**          |   | **Rinker  Materials  Corporation and its  controlled entities** |   | **Non-  guarantor  subsidiaries** |   | **Consol-  idation  adjustments** |   | **Rinker  Group  Consolidated** |   |
|                                                                                                                      |   | **US$  million**                    |   |
|                                                                                                                      |   |                                |   |   |   |   |   |   |   |   |   |
| **Reconciliation of  net profit**                                                                                         |   |                                |   |   |   |   |   |   |   |   |   |
| Profit from ordinary activities after  income tax attributable to members of Rinker Group Limited                         |   | 295.6                               |   | 203.8 |   | 70.6 |   | (274.4 | ) | 295.6 |   |
| Revaluation of non-current assets                                                                                         |   | —                              |   | 1.9 |   | 0.5 |   | — |   | 2.4 |   |
| Restructure and rationalization                                                                                           |   | —                              |   | 0.7 |   | 2.1 |   | — |   | 2.8 |   |
| Employee shares and share loans (Universal  share/ option plan)                                                           |   | —                              |   | (0.6 | ) | — |   | — |   | (0.6 | ) |
| Other                                                                                                                     |   | —                              |   | (0.5 | ) | — |   | — |   | (0.5 | ) |
| Amortisation of goodwill written back                                                                                     |   | —                              |   | 56.4 |   | 0.1 |   | — |   | 56.5 |   |
| Superannuation (pension) fund                                                                                             |   | —                              |   | (0.5 | ) | — |   | — |   | (0.5 | ) |
| Post-retirement medical benefits                                                                                          |   | —                              |   | (5.5 | ) | — |   | — |   | (5.5 | ) |
| Derivatives and hedging                                                                                                   |   | —                              |   | 3.9 |   | — |   | — |   | 3.9 |   |
| Unrecognised insurance debtors                                                                                            |   | —                              |   | 4.3 |   | — |   | — |   | 4.3 |   |
| Investments accounted for using the equity  method                                                                        |   | —                              |   | — |   | 3.0 |   | — |   | 3.0 |   |
| Retirement of long lived assets                                                                                           |   | —                              |   | 0.9 |   | 0.9 |   | — |   | 1.8 |   |
| Deferred tax assets (acquisition tax  refunds)                                                                            |   | —                              |   | (3.6 | ) | — |   | — |   | (3.6 | ) |
| Deferred tax effect of US GAAP adjustments                                                                                |   | —                              |   | (10.6 | ) | (1.0 | ) | — |   | (11.6 | ) |
| Equity accounted result of subsidiaries                                                                                   |   | 50.6                                |   | — |   | — |   | (50.6 | ) | — |   |
|                                                                                                                      |   |                                |   |   |   |   |   |   |   |   |   |
|                                                                                                                      |   | 50.6                                |   | 46.8 |   | 5.6 |   | (50.6 | ) | 52.4 |   |
| **US GAAP net profit  attributable to members of Rinker Group Limited before cumulative change in  accounting principle** |   | 346.2                               |   | 250.6 |   | 76.2 |   | (325.0 | ) | 348.0 |   |
|                                                                                                                      |   |                                |   |   |   |   |   |   |   |   |   |
| Cumulative change in accounting principle  for SFAS 143, net of tax of US$1.1 million                                     |   | —                              |   | (1.1 | ) | (1.0 | ) | — |   | (2.1 | ) |
|                                                                                                                      |   |                                |   |   |   |   |   |   |   |   |   |
| **US GAAP net profit  attributable to members of Rinker Group Limited**                                                   |   | 346.2                               |   | 249.5 |   | 75.2 |   | (325.0 | ) | 345.9 |   |
|                                                                                                                      |   |                                |   |   |   |   |   |   |   |   |   |
| **Reconciliation of  equity**                                                                                             |   |                                |   |   |   |   |   |   |   |   |   |
| Equity attributable to members of Rinker  Group Limited                                                                   |   | 2,275.7                             |   | 1,017.9 |   | 634.8 |   | (1,652.7 | ) | 2,275.7 |   |
|                                                                                                                      |   |                                |   |   |   |   |   |   |   |   |   |
| Net effect of US GAAP adjustments on items  within the statement of financial position                                    |   |                                |   |   |   |   |   |   |   |   |   |
| **Current assets**                                                                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| receivables (reclassify loans and  receivables to associate entities)                                                     |   | —                              |   | — |   | (11.3 | ) | — |   | (11.3 | ) |
| deferred income tax assets (reclassification  from non-current)                                                           |   | —                              |   | 24.5 |   | 7.8 |   | — |   | 32.3 |   |
| deferred income tax assets (derivative  instruments and hedging)                                                          |   | —                              |   | 1.7 |   | — |   | — |   | 1.7 |   |
| **Non-current assets**                                                                                                    |   |                                |   |   |   |   |   |   |   |   |   |
| property, plant and equipment (revaluation  and impairment)                                                               |   | —                              |   | (34.9 | ) | (33.5 | ) | — |   | (68.4 | ) |
| property, plant and equipment (other)                                                                                     |   | —                              |   | 1.0 |   | — |   | — |   | 1.0 |   |
| property, plant & equipment (retirement  of long lived assets)                                                        |   | —                              |   | 8.9 |   | 0.9 |   | — |   | 9.8 |   |
| intangibles (acquisition accounting  goodwill)                                                                            |   | —                              |   | 54.9 |   | — |   | — |   | 54.9 |   |
| intangibles (reverse capitalisation of  tradenames)                                                                       |   | —                              |   | (3.2 | ) | — |   | — |   | (3.2 | ) |
| intangibles (reverse SFAS 142 goodwill  amortisation)                                                                     |   | —                              |   | 110.9 |   | 0.7 |   | — |   | 111.6 |   |
| intangibles (superannuation (pension) fund)                                                                               |   | —                              |   | 1.4 |   | — |   | — |   | 1.4 |   |
| intangibles (acquisition tax refunds)                                                                                     |   | —                              |   | (3.6 | ) | — |   | — |   | (3.6 | ) |
| receivables (reclassify loans to associate  entities)                                                                     |   | —                              |   | — |   | (84.6 | ) | — |   | (84.6 | ) |
| deferred income tax assets  (reclassification to current)                                                                 |   | (0.5                                | )      | (24.0 | ) | (7.8 | ) | — |   | (32.3 | ) |
| deferred income tax assets (minimum pension  liability)                                                                   |   | —                              |   | 6.6 |   | — |   | — |   | 6.6 |   |
| equity accounted result of subsidiaries                                                                                   |   | (67.5                               | )      | — |   | — |   | 67.5 |   | — |   |
| investments accounted for using the equity  method (reclassify loans)                                                     |   | —                              |   | — |   | 96.0 |   | — |   | 96.0 |   |
| investments accounted for using the equity  method (fair value adjustment)                                                |   | —                              |   | — |   | (63.1 | ) | — |   | (63.1 | ) |
| investments accounted for using the equity  method (SAB 51 gain)                                                          |   | —                              |   | — |   | 32.4 |   | — |   | 32.4 |   |
| receivables (employee share loans)                                                                                        |   | (1.6                                | )      | — |   | — |   | — |   | (1.6 | ) |
| other                                                                                                                     |   | —                              |   | (3.7 | ) | — |   | — |   | (3.7 | ) |
| **Current liabilities**                                                                                                   |   |                                |   |   |   |   |   |   |   |   |   |
| deferred income tax liabilities  (reclassification from non-current)                                                      |   | —                              |   | (25.2 | ) | (2.1 | ) | — |   | (27.3 | ) |
| restructure and rationalization                                                                                           |   | —                              |   | 2.1 |   | 0.7 |   | — |   | 2.8 |   |
| **Non-current  liabilities**                                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| other (superannuation (pension) fund)                                                                                     |   | —                              |   | (4.9 | ) | — |   | — |   | (4.9 | ) |
| other (minimum pension liability)                                                                                         |   | —                              |   | (20.5 | ) | — |   | — |   | (20.5 | ) |
| deferred income tax liabilities  (acquisition accounting)                                                                 |   | —                              |   | (63.2 | ) | — |   | — |   | (63.2 | ) |
| deferred income tax liabilities  (reclassification to current)                                                            |   | —                              |   | 25.2 |   | 2.1 |   | — |   | 27.3 |   |
| deferred income tax liabilities (US GAAP  adjustments)                                                                    |   | —                              |   | 0.6 |   | (9.6 | ) | — |   | (9.0 | ) |
| provisions (post-retirement medical  benefits)                                                                            |   | —                              |   | (5.5 | ) | — |   | — |   | (5.5 | ) |
| provisions (retirement of long-lived  assets)                                                                             |   | —                              |   | (10.0 | ) | (1.3 | ) | — |   | (11.3 | ) |
| other financial liabilities (derivative  instruments and hedging)                                                         |   | —                              |   | (9.7 | ) | — |   | — |   | (9.7 | ) |
|                                                                                                                      |   | (69.6                               | )      | 29.4 |   | (72.7 | ) | 67.5 |   | (45.4 | ) |
| **US GAAP equity  attributable to**                                                                                       |   |                                |   |   |   |   |   |   |   |   |   |
| **members of Rinker  Group Limited**                                                                                      |   | 2,206.1                             |   | 1,047.3 |   | 562.1 |   | (1,585.2 | ) | 2,230.3 |   |

 

F-76

----

 
|                                                                                              |   | **Year ended  March 31, 2003** |   |
|---------------------------------------------------------------------------------------------------|--------|-------------------------------------|--------|
| **United States generally accepted  accounting principles (US GAAP)  information**                |   | **Rinker  Group  Limited**          |   | **Rinker  Materials  Corporation and its  controlled entities** |   | **Non-  guarantor  subsidiaries** |   | **Consol-  idation  adjustments** |   | **Rinker  Group  Consolidated** |   |
|                                                                                              |   | **US $  million**                   |   |
|                                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Reconciliation of  net profit**                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| Profit from ordinary activities after  income tax attributable to members of Rinker Group Limited |   | 215.7                               |   | 160.1 |   | 59.4 |   | (219.5 | ) | 215.7 |   |
|                                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| Revaluation of non-current assets                                                                 |   | —                              |   | 4.7 |   | 2.9 |   | — |   | 7.6 |   |
| Employee shares and share loans (Universal  share/ option plan)                                   |   | (0.9                                | )      | — |   | — |   | — |   | (0.9 | ) |
| Other                                                                                             |   | —                              |   | (0.5 | ) | — |   | — |   | (0.5 | ) |
| Amortisation of goodwill written back                                                             |   | —                              |   | 47.0 |   | 0.1 |   | — |   | 47.1 |   |
| Superannuation (pension) fund                                                                     |   | —                              |   | 2.0 |   | — |   | — |   | 2.0 |   |
| Post-retirement medical benefits                                                                  |   | —                              |   | — |   | — |   | — |   | — |   |
| Derivatives and hedging                                                                           |   | —                              |   | (0.7 | ) | — |   | — |   | (0.7 | ) |
| Unrecognised insurance debtors                                                                    |   | —                              |   | (1.4 | ) | (2.3 | ) | — |   | (3.7 | ) |
| Executive option plan                                                                             |   | (3.8                                | )      | — |   | — |   | — |   | (3.8 | ) |
| Retirement of long lived assets  (quarry/reclaimation)                                            |   | —                              |   | — |   | — |   | — |   | — |   |
| Deferred tax effect of US GAAP adjustments                                                        |   | —                              |   | (4.4 | ) | 0.8 |   | — |   | (3.6 | ) |
| Equity accounted result of subsidiaries                                                           |   | 48.2                                |   | — |   | — |   | (48.2 | ) | — |   |
|                                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
|                                                                                              |   | 43.5                                |   | 46.7 |   | 1.5 |   | (48.2 | ) | 43.5 |   |
|                                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **US GAAP net profit  attributable to members of Rinker Group Limited**                           |   | 259.2                               |   | 206.8 |   | 60.9 |   | (267.7 | ) | 259.2 |   |
|                                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Reconciliation of  equity**                                                                     |   |                                |   |   |   |   |   |   |   |   |   |
| Equity attributable to members of Rinker  Group Limited                                           |   | 1,874.0                             |   | 1,114.5 |   | 540.0 |   | (1,654.5 | ) | 1,874.0 |   |
|                                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| Net effect of US GAAP adjustments on items  within the statement of financial position            |   |                                |   |   |   |   |   |   |   |   |   |
| **Current assets**                                                                                |   |                                |   |   |   |   |   |   |   |   |   |
| receivables (reclassify loans and  receivables to                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| associate entities)                                                                               |   | —                              |   | — |   | (9.0 | ) | — |   | (9.0 | ) |
| receivables (insurance)                                                                           |   | —                              |   | (1.4 | ) | (2.3 | ) | — |   | (3.7 | ) |
| deferred income tax assets  (reclassification from non-current)                                   |   | 0.5                                 |   | 31.2 |   | 1.9 |   | — |   | 33.6 |   |
| deferred income tax assets (derivative  instruments and hedging)                                  |   | —                              |   | 1.0 |   | — |   | — |   | 1.0 |   |
| **Non-current assets**                                                                            |   |                                |   |   |   |   |   |   |   |   |   |
| property, plant and equipment (revaluation  and impairment)                                       |   | —                              |   | (34.2 | ) | (29.1 | ) | — |   | (63.3 | ) |
| property, plant and equipment (other)                                                             |   | —                              |   | 1.0 |   | — |   | — |   | 1.0 |   |
| intangibles (acquisition accounting  goodwill)                                                    |   | —                              |   | 54.6 |   | — |   | — |   | 54.6 |   |
| intangibles (reverse capitalisation of  tradenames)                                               |   | —                              |   | (2.3 | ) | — |   | — |   | (2.3 | ) |
| intangibles (reverse SFAS 142 goodwill  amortisation)                                             |   | —                              |   | 49.9 |   | 0.2 |   | — |   | 50.1 |   |
| intangibles (superannuation (pension) fund)                                                       |   | —                              |   | 1.6 |   | — |   | — |   | 1.6 |   |
| receivables (reclassify loans to associate  entities)                                             |   | —                              |   | — |   | (25.0 | ) | — |   | (25.0 | ) |
| deferred income tax assets  (reclassification to current)                                         |   | (1.7                                | )      | (28.3 | ) | (10.3 | ) | — |   | (40.3 | ) |
| equity accounted result of subsidiaries                                                           |   | (99.5                               | )      | — |   | — |   | 99.5 |   | — |   |
| investments accounted for using the equity  method (reclassify loans)                             |   | —                              |   | — |   | 34.1 |   | — |   | 34.1 |   |
| investments accounted for using the equity  method                                                |   |                                |   |   |   |   |   |   |   |   |   |
| (fair value adjustment)                                                                           |   | —                              |   | — |   | (52.9 | ) | — |   | (52.9 | ) |
| receivables (employee share loans)                                                                |   | —                              |   | (2.2 | ) | — |   | — |   | (2.2 | ) |
| other                                                                                             |   | —                              |   | (3.4 | ) | 0.5 |   | — |   | (2.9 | ) |
| **Current liabilities**                                                                           |   |                                |   |   |   |   |   |   |   |   |   |
| deferred income tax liabilities  (reclassification from non-current)                              |   | —                              |   | (23.1 | )  | — |   | — |   | (23.1 | ) |
| other financial liabilities (derivative  instruments and hedging)                                 |   | —                              |   | (2.7 | ) | — |   | — |   | (2.7 | ) |
| **Non-current  liabilities**                                                                      |   |                                |   |   |   |   |   |   |   |   |   |
| other (superannuation (pension) fund)                                                             |   | —                              |   | (4.4 | ) | — |   | — |   | (4.4 | ) |
| other (minimum pension liability)                                                                 |   | —                              |   | (18.6 | ) | — |   | — |   | (18.6 | ) |
| deferred income tax liabilities  (acquisition accounting)                                         |   | —                              |   | (60.1 | ) | — |   | — |   | (60.1 | ) |
| deferred income tax liabilities  (reclassification to current)                                    |   | 1.2                                 |   | 23.0 |   | 8.5 |   | — |   | 32.7 |   |
| deferred income tax liabilities (US GAAP  adjustments)                                            |   | —                              |   | 6.9 |   | 3.6 |   | — |   | 10.5 |   |
| other financial liabilities (derivative  instruments and hedging)                                 |   | —                              |   | (8.2 | ) | — |   | — |   | (8.2 | ) |
|                                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
|                                                                                              |   | (99.5                               | )      | (19.7 | ) | (79.8 | ) | 99.5 |   | (99.5 | ) |
|                                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **US GAAP equity  attributable to members of Rinker Group Limited**                               |   | 1,774.5                             |   | 1,094.8 |   | 460.2 |   | (1,555.0 | ) | 1,774.5 |   |

 

F-77

----

 
|                                                                                              |   | **Year ended  March 31, 2002** |   |
|---------------------------------------------------------------------------------------------------|--------|-------------------------------------|--------|
| **United States generally accepted  accounting principles (US GAAP)  information**                |   | **Rinker  Group  Limited**          |   | **Rinker  Materials  Corporation and its  controlled entities** |   | **Non-  guarantor  subsidiaries** |   | **Consol-  idation  adjustments** |   | **Rinker  Group  Consolidated** |   |
|                                                                                              |   | **US$  million**                    |   |
|                                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Reconciliation of  net profit**                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| Profit from ordinary activities after  income tax attributable to members of Rinker Group Limited |   | 168.5                               |   | 148.5 |   | 24.2 |   | (172.7 | ) | 168.5 |   |
|                                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| Revaluation of non-current assets                                                                 |   | —                              |   | 4.2 |   | 2.7 |   | — |   | 6.9 |   |
| Restructure and rationalization                                                                   |   | —                              |   | — |   | (1.5 | ) | — |   | (1.5 | ) |
| Acquisition accounting                                                                            |   | —                              |   | (1.9 | ) | — |   | — |   | (1.9 | ) |
| Employee shares and share loans (Universal  share/ option plan)                                   |   | (0.7                                | )      | — |   | — |   | — |   | (0.7 | ) |
| Other                                                                                             |   | —                              |   | 0.4 |   | (0.5 | ) | — |   | (0.1 | ) |
| Amortisation of goodwill written back                                                             |   | —                              |   | 0.3 |   | — |   | — |   | 0.3 |   |
| Superannuation (pension) fund                                                                     |   | —                              |   | (0.5 | ) | — |   | — |   | (0.5 | ) |
| Derivatives and hedging                                                                           |   | —                              |   | (0.2 | ) | — |   | — |   | (0.2 | ) |
| Executive option plan                                                                             |   | (2.1                                | )      | — |   | — |   | — |   | (2.1 | ) |
| Deferred tax effect of US GAAP adjustments                                                        |   | —                              |   | (1.2 | ) | 0.6 |   | — |   | (0.6 | ) |
| Equity accounted result of subsidiaries                                                           |   | 2.5                                 |   | — |   | — |   | (2.5 | ) | — |   |
|                                                                                              |   | (0.3                                | )      | 1.1 |   | 1.3 |   | (2.5 | ) | (0.4 | ) |
| **US GAAP net profit  attributable to members of Rinker Group Limited**                           |   | 168.2                               |   | 149.6 |   | 25.5 |   | (175.2 | ) | 168.1 |   |

 

F-78

----

 
|                                                                                                                      |   | **Year ended  March 31, 2004** |   |
|---------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------|--------|
| **United States generally accepted  accounting principles (US GAAP)  information**                                        |   | **Rinker  Group  Limited**          |   | **Rinker  Materials  Corporation and its  controlled entities** |   | **Non-  guarantor  subsidiaries** |   | **Consol-  idation  adjustments** |   | **Rinker  Group  Consolidated** |   |
|                                                                                                                      |   | **A$ million**                      |   |
|                                                                                                                      |   |                                |   |   |   |   |   |   |   |   |   |
| **Reconciliation of  net profit**                                                                                         |   |                                |   |   |   |   |   |   |   |   |   |
| Profit from ordinary activities after  income tax attributable to members of Rinker Group Limited                         |   | 426.8                               |   | 295.7 |   | 103.0 |   | (398.7 | ) | 426.8 |   |
|                                                                                                                      |   |                                |   |   |   |   |   |   |   |   |   |
| Revaluation of non-current assets                                                                                         |   | —                              |   | 2.6 |   | 0.8 |   | — |   | 3.4 |   |
| Restructure and rationalization                                                                                           |   | —                              |   | 2.8 |   | 1.0 |   | — |   | 3.8 |   |
| Employee shares and share loans (Universal  share/option plan)                                                            |   | —                              |   | (0.8 | ) | — |   | — |   | (0.8 | ) |
| Other                                                                                                                     |   | —                              |   | (0.8 | ) | — |   | — |   | (0.8 | ) |
| Amortisation of goodwill written back                                                                                     |   | —                              |   | 80.9 |   | 0.4 |   | — |   | 81.3 |   |
| Superannuation (pension) fund                                                                                             |   | —                              |   | (0.1 | ) | (0.6 | ) | — |   | (0.7 | ) |
| Post retirement medical benefit                                                                                           |   | —                              |   | (8.0 | ) | — |   | — |   | (8.0 | ) |
| Derivatives and hedging                                                                                                   |   | —                              |   | 5.7 |   | — |   | — |   | 5.7 |   |
| Unrecognised insurance debtors                                                                                            |   | —                              |   | 6.2 |   | — |   | — |   | 6.2 |   |
| Investments accounted for using the equity  method                                                                        |   | —                              |   | — |   | 4.4 |   | — |   | 4.4 |   |
| Retirement of long lived assets                                                                                           |   | —                              |   | 1.3 |   | 1.3 |   | — |   | 2.6 |   |
| Deferred income tax assets (acquisition tax  refunds)                                                                     |   | —                              |   | (5.2 | ) | — |   | — |   | (5.2 | ) |
| Deferred tax effect of US GAAP adjustments                                                                                |   | —                              |   | (15.7 | ) | (1.1 | ) | — |   | (16.8 | ) |
| Equity accounted result of subsidiaries                                                                                   |   | 75.1                                |   | — |   | — |   | (75.1 | ) | — |   |
|                                                                                                                      |   |                                |   |   |   |   |   |   |   |   |   |
|                                                                                                                      |   | 75.1                                |   | 68.9 |   | 6.2 |   | (75.1 | ) | 75.1 |   |
|                                                                                                                      |   |                                |   |   |   |   |   |   |   |   |   |
| **US GAAP net profit  attributable to members of Rinker Group Limited before cumulative change in  accounting principle** |   | 501.9                               |   | 364.6 |   | 109.2 |   | (473.8 | ) | 501.9 |   |
|                                                                                                                      |   |                                |   |   |   |   |   |   |   |   |   |
| Cumulative change in accounting principle  for SFAS 143, net of tax of A $1.9 million                                     |   | —                              |   | (1.8 | ) | (1.7 | ) | — |   | (3.5 | ) |
|                                                                                                                      |   |                                |   |   |   |   |   |   |   |   |   |
| **US GAAP net profit  attributable to members of Rinker Group Limited**                                                   |   | 501.9                               |   | 362.8 |   | 107.5 |   | (473.8 | ) | 498.4 |   |
|                                                                                                                      |   |                                |   |   |   |   |   |   |   |   |   |
| **Reconciliation of  equity**                                                                                             |   |                                |   |   |   |   |   |   |   |   |   |
| Equity attributable to members of Rinker  Group Limited                                                                   |   | 3,013.3                             |   | 1,347.8 |   | 840.6 |   | (2,188.4 | ) | 3,013.3 |   |
|                                                                                                                      |   |                                |   |   |   |   |   |   |   |   |   |
| Net effect of US GAAP adjustments on items within  the statement of financial position                                    |   |                                |   |   |   |   |   |   |   |   |   |
| **Current assets**                                                                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| receivables (reclassify loans and  receivables to associate entities)                                                     |   | —                              |   | — |   | (15.0 | ) | — |   | (15.0 | ) |
| receivables (insurance)                                                                                                   |   | —                              |   | — |   | — |   | — |   | — |   |
| deferred income tax assets  (reclassification from non-current)                                                           |   | 0.7                                 |   | 31.9 |   | 10.2 |   | — |   | 42.8 |   |
| deferred income tax assets (derivative  instruments and hedging)                                                          |   | —                              |   | 2.5 |   | — |   | — |   | 2.5 |   |
| **Non-current assets**                                                                                                    |   |                                |   |   |   |   |   |   |   |   |   |
| property, plant and equipment (revaluation  and impairment)                                                               |   | —                              |   | (46.0 | ) | (44.3 | ) | — |   | (90.3 | ) |
| property, plant and equipment (other)                                                                                     |   | —                              |   | 1.3 |   | — |   | — |   | 1.3 |   |
| property, plant & equipment (retirement  of long lived assets)                                                        |   | —                              |   | 11.8 |   | 1.2 |   | — |   | 13.0 |   |
| intangibles (acquisition accounting  goodwill)                                                                            |   | —                              |   | 73.6 |   | — |   | — |   | 73.6 |   |
| intangibles (reverse capitalisation of  tradenames)                                                                       |   | —                              |   | (4.3 | ) | — |   | — |   | (4.3 | ) |
| intangibles (reverse SFAS 142 goodwill  amortisation)                                                                     |   | —                              |   | 146.9 |   | 0.9 |   | — |   | 147.8 |   |
| intangibles (superannuation (pension) fund)                                                                               |   | —                              |   | 1.9 |   | — |   | — |   | 1.9 |   |
| intangibles (acquisition tax refunds)                                                                                     |   | —                              |   | (5.2 | ) | — |   | — |   | (5.2 | ) |
| receivables (reclassify loans to associate  entities)                                                                     |   | —                              |   | — |   | (112.1 | ) | — |   | (112.1 | ) |
| deferred income tax assets  (reclassification to current)                                                                 |   | (0.7                                | )      | (31.9 | ) | (10.2 | ) | — |   | (42.8 | ) |
| deferred income tax assets (minimum pension  liability)                                                                   |   | —                              |   | 8.8 |   | — |   | — |   | 8.8 |   |
| equity accounted result of subsidiaries                                                                                   |   | (90.2                               | )      | — |   | — |   | 90.2 |   | — |   |
| investments accounted for using the equity  method (reclassify loans)                                                     |   | —                              |   | — |   | 127.1 |   | — |   | 127.1 |   |
| investments accounted for using the equity  method (fair value adjustment)                                                |   | —                              |   | — |   | (83.6 | ) | — |   | (83.6 | ) |
| investments accounted for using the equity  method                                                                        |   |                                |   |   |   |   |   |   |   |   |   |
| (SAB 51 gain)                                                                                                             |   | —                              |   | — |   | 43.0 |   | — |   | 43.0 |   |
| receivables (employee share loans)                                                                                        |   | (2.1                                | )      | — |   | — |   | — |   | (2.1 | ) |
| other                                                                                                                     |   | —                              |   | (4.9 | ) | — |   | — |   | (4.9 | ) |
| **Current liabilities**                                                                                                   |   |                                |   |   |   |   |   |   |   |   |   |
| deferred income tax liabilities  (reclassification from non-current)                                                      |   | 0.1                                 |   | (33.4 | ) | (2.9 | ) | — |   | (36.2 | ) |
| restructure and rationalization                                                                                           |   | —                              |   | 1.0 |   | 2.8 |   | — |   | 3.8 |   |
| **Non-current  liabilities**                                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| other (superannuation (pension) fund)                                                                                     |   | —                              |   | (6.3 | ) | — |   | — |   | (6.3 | ) |
| other (minimum pension liability)                                                                                         |   | —                              |   | (27.1 | ) | — |   | — |   | (27.1 | ) |
| deferred income tax liabilities  (acquisition accounting)                                                                 |   | —                              |   | (83.6 | ) | — |   | — |   | (83.6 | ) |
| deferred income tax liabilities  (reclassification to current)                                                            |   | (0.1                                | )      | 33.4 |   | 2.9 |   | — |   | 36.2 |   |
| deferred income tax liabilities (US GAAP  adjustments)                                                                    |   | —                              |   | 0.6 |   | (12.6 | ) | — |   | (12.0 | ) |
| provisions (post-retirement medical  benefits)                                                                            |   | —                              |   | (8.0 | ) | — |   | — |   | (8.0 | ) |
| provisions (retirement of long-lived  assets)                                                                             |   | —                              |   | (13.2 | ) | (1.7 | ) | — |   | (14.9 | ) |
| other financial liabilities (derivative  instruments and hedging)                                                         |   | —                              |   | (12.8 | ) | — |   | — |   | (12.8 | ) |
|                                                                                                                      |   |                                |   |   |   |   |   |   |   |   |   |
|                                                                                                                      |   | (92.3                               | )      | 37.0 |   | (94.3 | ) | 90.2 |   | (59.4 | ) |
|                                                                                                                      |   |                                |   |   |   |   |   |   |   |   |   |
| **US GAAP equity  attributable to members of Rinker Group Limited**                                                       |   | 2,921.0                             |   | 1,384.8 |   | 746.3 |   | (2,098.2 | ) | 2,953.9 |   |

 

F-79

----

 
|                                                                                              |   | **Year ended  March 31, 2003** |   |
|---------------------------------------------------------------------------------------------------|--------|-------------------------------------|--------|
| **United States generally accepted  accounting principles (US GAAP)  information**                |   | **Rinker  Group  Limited**          |   | **Rinker  Materials  Corporation and its  controlled entities** |   | **Non-  guarantor  subsidiaries** |   | **Consol-  idation  adjustments** |   | **Rinker  Group  Consolidated** |   |
|                                                                                              |   | **A$ million**                      |   |
|                                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Reconciliation of  net profit**                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| Profit from ordinary activities after income  tax attributable to members of Rinker Group Limited |   | 381.6                               |   | 285.5 |   | 103.1 |   | (388.6 | ) | 381.6 |   |
|                                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| Revaluation of non-current assets                                                                 |   | —                              |   | 8.3 |   | 5.2 |   | — |   | 13.5 |   |
| Employee shares and share loans (Universal  share/ option plan)                                   |   | (1.7                                | )      | — |   | — |   | — |   | (1.7 | ) |
| Other                                                                                             |   | —                              |   | (0.9 | ) | — |   | — |   | (0.9 | ) |
| Amortisation of goodwill written back                                                             |   | —                              |   | 82.6 |   | 0.4 |   | — |   | 83.0 |   |
| Superannuation (pension) fund                                                                     |   | —                              |   | 3.6 |   | — |   | — |   | 3.6 |   |
| Derivatives and hedging                                                                           |   | —                              |   | (1.2 | ) | — |   | — |   | (1.2 | ) |
| Unrecognised insurance debtors                                                                    |   | —                              |   | (2.3 | ) | (3.9 | ) | — |   | (6.2 | ) |
| Executive option plan                                                                             |   | (6.8                                | )      | — |   | — |   | — |   | (6.8 | ) |
| Deferred tax effect of US GAAP adjustments                                                        |   | —                              |   | (7.8 | ) | 1.4 |   | — |   | (6.4 | ) |
| Equity accounted result of subsidiaries                                                           |   | 85.4                                |   | — |   | — |   | (85.4 | ) | — |   |
|                                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
|                                                                                              |   | 76.9                                |   | 82.3 |   | 3.1 |   | (85.4 | ) | 76.9 |   |
|                                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **US GAAP net profit  attributable to members of Rinker Group Limited**                           |   | 458.5                               |   | 367.8 |   | 106.2 |   | (474.0 | ) | 458.5 |   |
|                                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Reconciliation of  equity**                                                                     |   |                                |   |   |   |   |   |   |   |   |   |
| Equity attributable to members of Rinker  Group Limited                                           |   | 3,120.3                             |   | 1,855.4 |   | 899.0 |   | (2,754.4 | ) | 3,120.3 |   |
|                                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| Net effect of US GAAP adjustments on items  within the statement of financial position            |   |                                |   |   |   |   |   |   |   |   |   |
| **Current assets**                                                                                |   |                                |   |   |   |   |   |   |   |   |   |
| receivables (reclassify loans and  receivables to associate entities)                             |   | —                              |   | — |   | (15.0 | ) | — |   | (15.0 | ) |
| receivables (insurance)                                                                           |   | —                              |   | (2.3 | ) | (3.9 | ) | — |   | (6.2 | ) |
| deferred income tax assets  (reclassification from non-current)                                   |   | 0.9                                 |   | 51.8 |   | 3.2 |   | — |   | 55.9 |   |
| deferred income tax assets (derivative  instruments and hedging)                                  |   | —                              |   | 1.7 |   | — |   | — |   | 1.7 |   |
| **Non-current assets**                                                                            |   |                                |   |   |   |   |   |   |   |   |   |
| property, plant and equipment (revaluation  and impairment)                                       |   | —                              |   | (57.0 | ) | (48.4 | ) | — |   | (105.4 | ) |
| property, plant and equipment (other)                                                             |   | —                              |   | 1.6 |   | — |   | — |   | 1.6 |   |
| intangibles (acquisition accounting  goodwill)                                                    |   | —                              |   | 90.9 |   | — |   | — |   | 90.9 |   |
| intangibles (reverse capitalisation of  tradenames)                                               |   | —                              |   | (3.9 | ) | — |   | — |   | (3.9 | ) |
| intangibles (reverse SFAS 142 goodwill  amortisation)                                             |   | —                              |   | 83.0 |   | 0.4 |   | — |   | 83.4 |   |
| intangibles (superannuation (pension) fund)                                                       |   | —                              |   | 2.7 |   | — |   | — |   | 2.7 |   |
| receivables (reclassify loans to associate  entities)                                             |   | —                              |   | — |   | (41.7 | ) | — |   | (41.7 | ) |
| deferred income tax assets  (reclassification to current)                                         |   | (2.9                                | )      | (47.0 | ) | (17.2 | ) | — |   | (67.1 | ) |
| equity accounted result of subsidiaries                                                           |   | (166.1                              | )      | — |   | — |   | 166.1 |   | — |   |
| investments accounted for using the equity  method (reclassify loans)                             |   | —                              |   | — |   | 56.7 |   | — |   | 56.7 |   |
| investments accounted for using the equity  method (fair value adjustment)                        |   | —                              |   | — |   | (88.0 | ) | — |   | (88.0 | ) |
| receivables (employee share loans)                                                                |   | —                              |   | (3.6 | ) | — |   | — |   | (3.6 | ) |
| other                                                                                             |   | —                              |   | (5.7 | ) | 0.8 |   | — |   | (4.9 | ) |
| **Current liabilities**                                                                           |   |                                |   |   |   |   |   |   |   |   |   |
| deferred income tax liabilities  (reclassification from non-current)                              |   | —                              |   | (38.4 | ) | — |   | — |   | (38.4 | ) |
| other financial liabilities (derivative  instruments and hedging)                                 |   | —                              |   | (4.5 | ) | — |   | — |   | (4.5 | ) |
| **Non-current  liabilities**                                                                      |   |                                |   |   |   |   |   |   |   |   |   |
| other (superannuation (pension) fund)                                                             |   | —                              |   | (7.4 | ) | — |   | — |   | (7.4 | ) |
| other (minimum pension liability)                                                                 |   | —                              |   | (31.0 | ) | — |   | — |   | (31.0 | ) |
| deferred income tax liabilities  (acquisition accounting)                                         |   | —                              |   | (100.1 | ) | — |   | — |   | (100.1 | ) |
| deferred income tax liabilities  (reclassification to current)                                    |   | 2.0                                 |   | 38.4 |   | 14.1 |   | — |   | 54.5 |   |
| deferred income tax liabilities (US GAAP  adjustments)                                            |   | —                              |   | 11.5 |   | 5.9 |   | — |   | 17.4 |   |
| other financial liabilities (derivative  instruments and hedging)                                 |   | —                              |   | (13.7 | ) | — |   | — |   | (13.7 | ) |
|                                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
|                                                                                              |   | (166.1                              | )      | (33.0 | ) | (133.1 | ) | 166.1 |   | (166.1 | ) |
|                                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **US GAAP equity  attributable to members of Rinker Group Limited**                               |   | 2,954.2                             |   | 1,822.4 |   | 765.9 |   | (2,588.3 | ) | 2,954.2 |   |

 

F-80

----

 
|                                                                                              |   | **Year ended  March 31, 2002** |   |
|---------------------------------------------------------------------------------------------------|--------|-------------------------------------|--------|
| **United States generally accepted  accounting principles (US GAAP)  information**                |   | **Rinker  Group  Limited**          |   | **Rinker  Materials  Corporation and its  controlled entities** |   | **Non-  guarantor  subsidiaries** |   | **Consol-  idation  adjustments** |   | **Rinker  Group  Consolidated** |   |
|                                                                                              |   | **A$ million**                      |   |
|                                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **Reconciliation of  net profit**                                                                 |   |                                |   |   |   |   |   |   |   |   |   |
| Profit from ordinary activities after  income tax attributable to members of Rinker Group Limited |   | 329.3                               |   | 290.1 |   | 47.7 |   | (337.8 | ) | 329.3 |   |
|                                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| Revaluation of non-current assets                                                                 |   | —                              |   | 10.6 |   | 2.8 |   | — |   | 13.4 |   |
| Restructure and rationalization                                                                   |   | —                              |   | — |   | (3.0 | ) | — |   | (3.0 | ) |
| Acquisition accounting                                                                            |   | —                              |   | (3.8 | ) | 0.1 |   | — |   | (3.7 | ) |
| Employee shares and share loans (Universal  share/ option plan)                                   |   | (1.4                                | )      | — |   | — |   | — |   | (1.4 | ) |
| Other                                                                                             |   | —                              |   | 0.8 |   | (1.0 | ) | — |   | (0.2 | ) |
| Amortisation of goodwill written back                                                             |   | —                              |   | 0.5 |   | — |   | — |   | 0.5 |   |
| Superannuation (pension) fund                                                                     |   | —                              |   | (1.0 | ) | — |   | — |   | (1.0 | ) |
| Derivatives and hedging                                                                           |   | —                              |   | (0.3 | ) | — |   | — |   | (0.3 | ) |
| Executive option plan                                                                             |   | (4.2                                | )      | — |   | — |   | — |   | (4.2 | ) |
| Deferred tax effect of US GAAP adjustments                                                        |   | —                              |   | (2.1 | ) | 1.1 |   | — |   | (1.0 | ) |
| Equity accounted result of subsidiaries                                                           |   | 4.7                                 |   | — |   | — |   | (4.7 | ) | — |   |
|                                                                                              |   | (0.9                                | )      | 4.7 |   | — |   | (4.7 | ) | (0.9 | ) |
|                                                                                              |   |                                |   |   |   |   |   |   |   |   |   |
| **US GAAP net profit  attributable to members of Rinker Group Limited**                           |   | 328.4                               |   | 294.8 |   | 47.7 |   | (342.5 | ) | 328.4 |   |

 

F-81

----

 

**Signature**

 

Pursuant tothe requirements of the Securities Exchange Act of 1934, the registrant hasduly caused this annual report to be signed on its behalf by the undersigned,thereunto duly authorized.

 
|                            | RINKER GROUP LIMITED |
|---------------------------------|----------------------|
|                            | (Registrant)         |
|                            |                 |
|                            | By:                  | /s/ D. Clarke |   |
|                            |                 | David Clarke |
| Dated:  June 18, 2004 |                 | Managing Director |

 

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